DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with the approval of the Stockholders. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate: (a) serve as the Company’s and the Operating Partnership’s investment and financial advisor; (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 the Company and the Operating Partnership; (c) investigate, select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing; (d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership; (e) 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 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 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 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate. (f) upon request, provide the Directors with periodic reports regarding prospective investments; (g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board; (h) 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 negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for 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; (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) 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; (k) provide the Company and the Operating Partnership with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; (m) 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; (n) notify the Board of Directors of all proposed material transactions before they are completed; and (o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 3 contracts
Sources: Advisory Agreement (Moody National REIT I, Inc.), Advisory Agreement (Moody National REIT I, Inc.), Advisory Agreement (Moody National REIT I, 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an a Permitted Affiliate:
(a) a. serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) b. provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) c. investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) d. consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) e. subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, f. provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties;
g. obtain the prior approval of the Directors (gincluding a majority of all Independent Directors) make for any and all investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Properties;
(h) h. negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) i. obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties;
(j) j. 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;
(k) k. provide the Company and the Operating Partnership with all necessary cash management services;
(l) l. do all things necessary to assure its ability to render the services described in this Agreement;
(m) m. deliver to, to or maintain on behalf of, 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;Properties; and
(n) n. notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 3 contracts
Sources: Advisory Agreement (Dividend Capital Trust Inc), Advisory Agreement (Dividend Capital Trust Inc), Advisory Agreement (Dividend Capital Trust Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 17 as determined and adopted by the Directors, and as amended from time to time with by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CPA: 17, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the StockholdersIndependent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation Charter and Bylaws of the Company CPA: 17 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating PartnershipCPA: 17’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CPA: 17’s assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCPA: 17;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCPA: 17, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CPA: 17 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 17 and assist the Directors Board in the formulation and implementation of the CompanyCPA: 17’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section 4 hereof, this Agreement and the Guidelines: (i) participate in formulating an investment strategy and asset allocation framework, (ii1) locate, analyze and select potential Investments, ; (iii2) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CPA: 17; (iv3) research, identify, review and recommend acquisitions and dispositions of make Investments to the Board and make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCPA: 17; (v4) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; and (vi5) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9); (2) the occurrence of any Triggering Event during the prior fiscal quarter; and (3) the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;
(g) make investments in, assist the Board in its evaluation of potential liquidity transactions for CPA: 17 and dispositions of, Investments within take such actions as may be requested by the discretionary limits and authority Board or as granted may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof;
(i) negotiate on behalf of the Company and the Operating Partnership CPA: 17 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCPA: 17, and negotiate on behalf of the Company and the Operating Partnership CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCPA: 17, 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 PartnershipCPA: 17;
(ij) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(jk) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CPA: 17 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(km) communicate on behalf of CPA: 17 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 CPA: 17;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;
(o) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the Company investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CPA: 17;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CPA: 17 with all necessary cash management services;
(ls) do all things necessary to assure its ability to render the services described in this Agreement;
(mt) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;
(u) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to, to or maintain on behalf of CPA: 17 copies 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 BoardProperties and Loans;
(nv) notify if a transaction, proposed transaction or other matter requires approval by the Board of Directors of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter; and
(ow) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement of OP Unitsproposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, tenancy-in-common or among other interests things, (a) those matters identified in Investments the Company’s organizational documents as may be approved matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the BoardCompany during the past year. Notwithstanding If a Triggering Event has occurred, the foregoingIndependent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may delegate any request that the Advisor refund certain of the foregoing duties to any Person so long as dead deal costs incurred by the Advisor or any Affiliate remains responsible for the performance Company if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.
Appears in 3 contracts
Sources: Advisory Agreement (W. P. Carey Inc.), Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (W. P. Carey Inc.)
DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. The Advisor directly, or indirectly through Affiliates, undertakes to use its reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with the approval of the Stockholders. In performance of this undertakingefforts, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shallto, either directly or by engaging an Affiliateamong other things:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany;
(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 uncertificated Shares, if any, and acting as transfer agent for the Company’s Shares;
(d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making or management of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 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 transactions pursuant relating to which acquisitions and dispositions of Investments will Assets owned, or to be madeacquired by, the Company or the Partnership; (ivii) research, identify, review and recommend acquisitions and dispositions acquire or dispose of Investments to the Board and make investments Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viii) arrange for financing structure and negotiate the terms and conditions relating to: (x) the offer and sale of equity or debt securities by the Company (y) the entry into or the restructuring, refinancing and of or extensions relating to, Loans; (iv) make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property 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; , including the servicing of Mortgages;
(viig) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Assets;
(h) negotiate on behalf obtain the prior approval of the Company and the Operating Partnership with banks Board (including a majority of all Independent Directors) to acquire or lenders for Loans to be made to the Company and the Operating Partnership, and negotiate on behalf dispose of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for 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 Partnershipan Asset;
(i) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments Assets or contemplated investments of the Company and the Operating Partnershipin Assets;
(j) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its 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 affiliates;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with acquiring Assets or financing, refinancing, restructuring or extending any Loans;
(m) act, or obtain the investments services of others to act, as attorney-in-fact or agent of the Company in acquiring or disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any Real Estate Assets as may be required to be obtained by claims of the BoardCompany, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(n) notify supervise the Board preparation, filing and distribution of Directors returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of all proposed material transactions before they are completed; andthe Company in connection with investor relations;
(o) effect any private placement of OP Unitsprovide office space, tenancy-in-common or other interests in Investments equipment and personnel as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible required for the performance of the duties set forth foregoing services as Advisor;
(p) 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
(q) do all things necessary to assure its ability to render the services described in this Section 3Agreement.
Appears in 3 contracts
Sources: Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Management Agreement (Behringer Harvard Opportunity REIT I, 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 and the Operating Partnership Trust potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles Trust’s most recent Prospectus for Shares, Declaration of Incorporation Trust and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) serve as manage the Company’s formation of the Trust and the Operating Partnership’s investment , including the preparation and financial advisorfiling of all necessary documentation and ancillary agreements;
(b) structure, qualify and register the initial Offering;
(c) coordinate marketing and distribution of the Trust’s Shares in connection with the initial Offering;
(d) structure, qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan;
(e) structure, qualify and administer the repurchase of Shares pursuant to the Trust’s redemption program;
(f) serve as the Trust’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Trust’s investment policies;
(g) provide the daily management for of the Company and the Operating Partnership Trust and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipTrust;
(ch) maintain and preserve the books and records of the Trust, including share books and records reflecting a record of the Shareholders and their ownership of the Trust’s Shares;
(i) investigate, select, and, on behalf of the Company and the Operating PartnershipTrust, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, asset managers; property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership Trust with any of the foregoing;
(dj) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the CompanyTrust’s financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipTrust;
(ek) subject to the provisions of Section 4 Sections 2.02(i) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, investments in Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and Trust or the Operating Partnership in compliance with the investment objectives and policies of the CompanyTrust; (viv) 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 withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property 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; , including the servicing of Secured Loans;
(viil) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Assets;
(gm) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(hn) obtain the prior approval of the Board (including a majority of all Independent Trustees) for any and all investments in Assets;
(o) obtain the prior approval of a majority of the Independent Trustees and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;
(p) negotiate on behalf of the Company and the Operating Partnership Trust with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipTrust, and negotiate on behalf of the Company and the Operating Partnership Trust with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Trust or obtain Loans loans for the Company Trust, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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 PartnershipTrust;
(iq) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipTrust in Assets;
(jr) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership Trust under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(ks) provide the Company and Trust with, or assist the Operating Partnership with Trust in arranging for, all necessary cash management services;
(lt) deliver to or maintain on behalf of the Trust copies of all appraisals obtained in connection with the investments in Assets;
(u) upon request of the Trust, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Trust and handling, prosecuting and settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(v) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Shareholders and other investors and act on behalf of the Trust in connection with investor relations;
(w) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(x) assist the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(y) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 3 contracts
Sources: Advisory Agreement (United Development Funding IV), Advisory Agreement (United Development Funding IV), Advisory Agreement (United Development Funding IV)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an AffiliateAffiliate of the Advisor or other Person:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and the Company’s investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany;
(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 uncertificated Shares, if any, and acting as transfer agent for the Shares;
(d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(ef) subject to the provisions of Section 4 Sections 2.02(i) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property 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; , including the servicing of Mortgages;
(viig) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Assets;
(h) if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(i) obtain the prior approval of the Board (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 not otherwise interested in any transaction with the Advisor or its Affiliates;
(k) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Company or obtain Loans loans for the Company Company, as and the Operating Partnershipwhen 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 or the Operating PartnershipCompany;
(il) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Assets;
(jm) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kn) provide the Company and the Operating Partnership with all necessary cash management services;
(lo) 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 attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(q) 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;
(r) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(s) 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 described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 3 contracts
Sources: Advisory Agreement (Cole Credit Property Trust III, Inc.), Advisory Agreement (Cole Credit Property Trust III, Inc.), Advisory Agreement (Cole Retail Income 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to 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 servicesservices herein, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, Mortgage Loans and other investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties, Mortgage Loans and dispositions of Investments other investments will be mademade by the Company; (iviii) researchmake investments in Properties, identify, review Mortgage Loans and recommend acquisitions and dispositions of Investments to the Board and make other investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperties, Mortgage Loans and other investments; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make obtain the prior approval of the Directors for any and all investments inin Properties, and dispositions ofMortgage Loans (with respect to which the vote of a majority of the Independent Directors must be obtained), Investments within the discretionary limits and authority as granted by the Boardor other assets;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans 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 and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipCompany;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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;Properties and Mortgage Loans; and
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 3 contracts
Sources: Advisory Agreement (CNL Hospitality Properties Inc), Advisory Agreement (CNL Hospitality Properties Inc), Advisory Agreement (CNL Hospitality Properties 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 and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, the Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an AffiliateAffiliate of the Advisor or other Person:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany;
(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 uncertificated Shares, if any, and acting as transfer agent for the Company’s Shares;
(d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property 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; , including the servicing of Mortgages;
(viig) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin 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 and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Company or obtain Loans loans for the Company Company, as and the Operating Partnershipwhen 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 or the Operating PartnershipCompany;
(ij) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Assets;
(jk) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) provide the Company and the Operating Partnership with all necessary cash management services;
(lm) 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 attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(o) 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;
(p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(q) 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 described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 3 contracts
Sources: Advisory Management Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Agreement (Behringer Harvard Opportunity REIT I, Inc.), Advisory Agreement (Behringer Harvard Opportunity REIT I, 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(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 uncertificated Shares and acting as transfer agent for the Company's uncertificated Shares;
(d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not not' limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(de) consult with the officers and Directors the Board of the Company and assist the Directors Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(ef) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty; and (viv) enter into leases and service contracts for Real Estate Assets Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Company Property;
(viig) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Properties;
(h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Properties;
(i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-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 PartnershipCompany;
(ij) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties;
(jk) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) provide the Company and the Operating Partnership with all necessary cash management services;
(lm) do all things necessary to assure its ability to render the services described in this Agreement;
(mn) deliver to, to or maintain on behalf of, 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;Properties; and
(no) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 2 contracts
Sources: Advisory Agreement (Wells Real Estate Investment Trust Inc), Advisory Agreement (Wells Real Estate Investment Trust Inc)
DUTIES OF THE ADVISOR. (a) The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertakingperforming its duties, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(ai) serve as provide the Company with research and economic and statistical data in connection with the Assets and investment policies;
(ii) manage the Company’s and the Operating Partnership’s investment and financial advisor;
(b) provide the daily management for the Company and the Operating Partnership day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany;
(ciii) 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;
(iv) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such the duly qualified and licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to duly qualified and licensed 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 mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(dv) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(evi) subject to the provisions of Section 4 Sections 2.02(a)(viii) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property and service contracts for Real Estate Assets with duly qualified and licensed Persons and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate the Assets; , including the servicing of Mortgages;
(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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Assets;
(gviii) make obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Assets;
(hix) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Company or obtain Loans loans for the Company Company, as and the Operating Partnershipwhen 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 or the Operating PartnershipCompany;
(ix) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Assets;
(jxi) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kxii) provide assist the Company and the Operating Partnership with in arranging for all necessary cash management services;
(lxiii) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets;
(xiv) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(xv) 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;
(xvi) provide office space, equipment and duly qualified and licensed personnel as required for the performance of the foregoing services as Advisor;
(xvii) 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
(xviii) do all things necessary to assure its ability to render the services described in this Agreement;.
(mb) deliver toFollowing the hiring of the Initial Transferred Executives by the Company, as contemplated by and permitted under Section 7.1 of the Master Modification Agreement, (i) the Company shall cause such Initial Transferred Executives and any other employees of the Company and its Affiliates to cooperate with and assist the Advisor as is reasonably necessary or maintain on behalf ofappropriate in order to enable the Advisor to continue to perform the duties described in Section 2.02(a), and (ii) the Advisor shall cause its employees to cooperate with and assist the Initial Transferred Executives as is reasonably necessary or appropriate, consistent with past practice. The Company acknowledges and agrees that certain of the duties of Advisor provided hereunder were previously performed (or performed in part) by the Initial Transferred Executives, who are no longer employed by the Advisor or its Affiliates as a result of the transactions to be consummated upon the execution and delivery of the Master Modification Agreement but will perform such services for the Company as employees of the Company. As a result, the Company copies acknowledges and agrees that the duties of all appraisals obtained in connection the Advisor (from and after the date hereof) shall be modified as is reasonably necessary to reflect the fact that the Initial Transferred Executives are no longer employed by Advisor, irrespective of whether such Initial Transferred Executive remains employed by the Company. If any of the Initial Transferred Executives cease their employment with the investments in any Real Estate Assets Company during the term of this Agreement, the Company shall use commercially reasonable efforts to hire a replacement employee as may be required promptly as is reasonably practicable to be obtained by perform the Board;
(n) notify duties and functions of such Initial Transferred Executive. If the Board Company has not hired such a replacement employee and the Advisor reasonably determines that a replacement is necessary to perform the duties of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by such Initial Transferred Executive prior to the Board. Notwithstanding the foregoingCompany hiring a replacement employee, the Advisor may delegate may, at any time after the respective Initial Transferred Executive ceases to be employed by the Company, in its discretion, hire or assign an employee to perform the duties and functions of such Initial Transferred Executive under this Agreement on a temporary basis; provided, that such employee is reasonably acceptable to the foregoing duties to any Person so long as the Advisor or any Affiliate remains Company. The Company shall be responsible for the performance cost of any such temporary employee’s compensation and benefits; provided, however, that if such temporary employee does not allocate all of his or her business time to providing services to or for the Company, then the Company shall only be responsible for a percentage of such costs equal to the percentage of such temporary employee’s business time spent on providing services to or for the Company. If the Company has not hired a replacement employee (on a temporary or permanent basis) within 120 days of such Initial Transferred Executive ceasing employment with the Company, the Advisor may, in its discretion, hire a permanent employee (or make a temporary employee permanent) upon notice to the Company, in which case (x) such permanent employee shall be deemed to be a “Specified Employee” under the Master Modification Agreement and (y) the Adjustment Amount specified in Section 3.01(a) shall be reduced by an amount equal to the total annual compensation and benefits of such permanent employee; provided that the Advisor may not hire such a permanent employee (or make such a temporary employee permanent) after April 1, 2014 without the prior consent of the duties set forth in this Section 3Company.
Appears in 2 contracts
Sources: Master Modification Agreement (Behringer Harvard Multifamily Reit I Inc), Advisory Management Agreement (Behringer Harvard Multifamily Reit I 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request with respect or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;Board.
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, investments in Investment Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Investment Assets will be made, purchased or acquired by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsInvestment Assets; and (viv) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investments;investments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter.
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, and dispositions of, Investments within in Property which do not meet all of the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, 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, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) 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;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;
(n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of 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;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be 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;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to, to or maintain on behalf of, of the Company copies of of, all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completedProperties and Loans; and
(ou) effect any private placement of OP Unitsif a transaction, tenancy-in-common proposed transaction or other interests in Investments as may be approved matter requires approval by the BoardBoard or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.
(v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. Notwithstanding The Advisor’s report shall address, among other things, (a) those matters identified in the foregoingCompany’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment Asset acquired during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether. after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment Asset, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may delegate any request that the Advisor refund certain of the foregoing duties to any Person so long as dead deal costs incurred by the Advisor or any Affiliate remains responsible for the performance Company if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.
Appears in 2 contracts
Sources: Advisory Agreement (Corporate Property Associates 15 Inc), Advisory Agreement (Carey W P & Co LLC)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CPA: 16 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 16 as determined and adopted by the Directors, and as amended from time to time with by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CPA: 16, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the StockholdersIndependent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation Charter and Bylaws of the Company CPA: 16 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating PartnershipCPA: 16’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CPA: 16’s assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CPA: 16 and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCPA: 16;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCPA: 16, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CPA: 16 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 16 and assist the Directors Board in the formulation and implementation of the CompanyCPA: 16’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section 4 hereof, this Agreement and the Guidelines: (i) participate in formulating an investment strategy and asset allocation framework, (ii1) locate, analyze and select potential Investments, ; (iii2) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CPA: 16; (iv3) research, identify, review and recommend acquisitions and dispositions of make Investments to the Board and make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCPA: 16; (v4) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; and (vi5) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) the occurrence of any Triggering Event during the prior fiscal quarter; and (2) the amounts of “dead deal” costs incurred by CPA: 16 during the prior fiscal quarter;
(g) make investments in, assist the Board in its evaluation of potential liquidity transactions for CPA: 16 and dispositions of, Investments within take such actions as may be requested by the discretionary limits and authority Board or as granted may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof;
(i) negotiate on behalf of the Company and the Operating Partnership CPA: 16 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCPA: 16, and negotiate on behalf of the Company and the Operating Partnership CPA: 16 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCPA: 16, 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 PartnershipCPA: 16;
(ij) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(jk) obtain for, or provide to, CPA: 16 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 16; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 16, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CPA: 16 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(km) communicate on behalf of CPA: 16 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 CPA: 16;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 16’s business and operations;
(o) provide CPA: 16 with such accounting data and any other information requested by CPA: 16 concerning the Company investment activities of CPA: 16 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CPA: 16;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CPA: 16 with all necessary cash management services;
(ls) do all things necessary to assure its ability to render the services described in this Agreement;
(mt) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 16 as the Advisor shall deem advisable under the particular circumstances;
(u) arrange to obtain on behalf of CPA: 16 as requested by the Board, and deliver to, to or maintain on behalf of CPA: 16 copies 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 BoardProperties and Loans;
(nv) notify if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter;
(w) monitor the performance by the Manager of Directors of all proposed material transactions before they are completedits duties under the Management Agreement; and
(ox) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in CPA: 16’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CPA: 16 during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of OP Unitsthe overall performance of the Advisor during the past year, tenancy-in-common they wish to request that the Advisor refund all or other interests a portion of the Initial Acquisition Fee paid by CPA: 16 in Investments as may be approved by respect of such Investment, and if the Board. Notwithstanding the foregoingIndependent Directors make that request, the Advisor shall refund such amount to CPA: 16 within 60 days after receipt of such request. In addition, the Independent Directors may delegate any request that the Advisor refund certain of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance dead deal costs incurred by CPA: 16 if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that CPA: 16 should not bear such costs.
Appears in 2 contracts
Sources: Advisory Agreement (Corporate Property Associates 16 Global Inc), Advisory Agreement (W. P. Carey 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not not' limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties;
(g) make obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Properties;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, but in no event in such a way so that the Advisor shall be acting as broker-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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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;Properties; and
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 2 contracts
Sources: Advisory Agreement (Wells Real Estate Investment Trust Inc), Advisory Agreement (Wells Real Eastate Investment 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 Company, OP I and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, other public filings made by the Company, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) 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, OP I’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and the Company’s investment policies;
(bc) provide the daily management for of the Company Company, OP I and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company Company, OP I and the Operating Partnership;
(cd) maintain and preserve the books and records of the Company, OP I 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 Company, OP I and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name and on behalf of the Company Company, OP I and the Operating Partnership with any of the foregoing;
(df) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or Company, OP I and the Operating Partnership;
(eg) 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 4 Sections 2.02(i) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and Company, OP I or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property 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; , including the servicing of Mortgages;
(viii) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Assets;
(gj) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(hk) 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 Company, OP I and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company Company, OP I and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Company or obtain Loans loans for the Company Company, OP I and the Operating Partnership, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as a broker-dealer or an underwriter; and provided, 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 PartnershipCompany;
(in) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company Company, OP I and the Operating PartnershipPartnership in Assets;
(jo) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company Company, OP I and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kp) provide the Company Company, OP I and the Operating Partnership with with, or assist the Company, OP I and the Partnership in arranging for, all necessary cash management services;
(lq) deliver to or maintain on behalf of the Company, OP I 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, OP I 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, OP I and the Partnership and handling, prosecuting and settling any claims of the Company, OP I 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 services as Advisor;
(u) assist the Company, OP I and the Partnership in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(v) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 2 contracts
Sources: Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.), Advisory Agreement (Carter Validus Mission Critical REIT, 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s financial 's policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, investments in Investment Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Investment Assets will be made, purchased or acquired by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsInvestment Assets; and (viv) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets;
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, and dispositions of, Investments within in Property which do not meet all of the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, 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, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) 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;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations;
(n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of 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;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be 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;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to, to or maintain on behalf of, of the Company copies of of, all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completedProperties and Loans; and
(ou) effect any private placement of OP Unitsif a transaction, tenancy-in-common proposed transaction or other interests in Investments as may be approved matter requires approval by the Board. Notwithstanding Board or by the foregoingIndependent Directors, deliver to the Advisor may delegate any of Board or the foregoing duties to any Person so long Independent Directors, as the Advisor case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or any Affiliate remains responsible for the performance of the duties set forth in this Section 3other matter.
Appears in 2 contracts
Sources: Advisory Agreement (Carey W P & Co LLC), Advisory Agreement (Corporate Property Associates 16 Global 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, Mortgage Loans, potential lessees of Secured Equipment Leases and other investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties, Mortgage Loans and dispositions of Investments other investments will be mademade and Secured Equipment Leases will be offered by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties, Mortgage Loans and other investments and enter into Secured Equipment Leases on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperties, Mortgage Loans, Secured Equipment Leases and other investments; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments and prospective lessees or borrowers of Secured Equipment Leases;
(g) make obtain the prior approval of the Directors for any and all investments inin Properties, Mortgage Loans and dispositions of, Investments within other investments and in connection with the discretionary limits offering of Secured Equipment Leases (the vote of a majority of all Independent Directors must also be obtained with respect to Mortgage Loans and authority as granted by the BoardSecured Equipment Leases);
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans 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 and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipCompany;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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 BoardProperties and Mortgage Loans;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by administer the Board. Notwithstanding the foregoing, the Advisor may delegate any Secured Equipment Lease program on behalf of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3Company.
Appears in 2 contracts
Sources: Advisory Agreement (CNL Retirement Properties Inc), Advisory Agreement (CNL Retirement Properties 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the registration statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments in Properties and Loans and other Permitted Investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties and dispositions of Investments will be madeLoans and other Permitted Investments; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of the Company in Properties and the Operating Partnership Loans and other Permitted Investments in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, Properties, Loans and other Permitted Investments; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties, Loans and other Permitted Investments;
(g) make obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments inin Properties, Loans and dispositions of, Investments within the discretionary limits and authority as granted by the Boardother Permitted Investments;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans 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 and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipCompany;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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;Properties, Loans and other Permitted Investments; and
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 2 contracts
Sources: Advisory Agreement (CNL Income Properties Inc), Advisory Agreement (CNL Income Properties Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 17 as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company CPA: 17 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating PartnershipCPA: 17’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CPA: 17’s assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCPA: 17;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCPA: 17, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CPA: 17 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 17 and assist the Directors Board in the formulation and implementation of the CompanyCPA: 17’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, ; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CPA: 17; (iii) make Investments on behalf of CPA: 17; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make 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 of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; and (viv) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments [and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9)];
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, and dispositions of, Investments within in Property which do not meet all of the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company and the Operating Partnership CPA: 17 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCPA: 17, and negotiate on behalf of the Company and the Operating Partnership CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCPA: 17, 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 PartnershipCPA: 17;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(j) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CPA: 17 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kl) communicate on behalf of CPA: 17 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 CPA: 17;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;
(n) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the Company investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of CPA: 17;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(q) provide CPA: 17 with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to, to or maintain on behalf of CPA: 17 copies 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;
(n) notify the Board of Directors of all proposed material transactions before they are completedProperties and Loans; and
(ou) effect any private placement of OP Unitsif a transaction, tenancy-in-common proposed transaction or other interests in Investments as may be approved matter requires approval by the Board. Notwithstanding Board or by the foregoingIndependent Directors, deliver to the Advisor may delegate any of Board or the foregoing duties to any Person so long Independent Directors, as the Advisor case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or any Affiliate remains responsible for the performance of the duties set forth in this Section 3other matter.
Appears in 2 contracts
Sources: Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (Corporate Property Associates 17 - Global 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, Mortgage Loans and Loans and potential lessees of Secured Equipment Leases, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties, Mortgage Loans and dispositions of Investments Loans will be mademade and Secured Equipment Leases will be offered by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties, Mortgage Loans and Loans and enter into Secured Equipment Leases on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty, Mortgage Loans, Loans and Secured Equipment Leases; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties, Mortgage Loans and Loans and prospective lessees of Secured Equipment Leases;
(g) make obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments inin Properties, Loans and dispositions of, Investments within in connection with the discretionary limits and authority as granted by the Boardoffering of Secured Equipment Leases;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and Company, including the Operating PartnershipLine of Credit, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties, Mortgage Loans, Loans and/or Secured Equipment Leases;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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;Properties, Mortgage Loans and Loans; and
(n) notify the Board of Directors of all proposed material transactions before they are completed; and.
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by administer the Board. Notwithstanding the foregoing, the Advisor may delegate any Secured Equipment Lease program on behalf of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3Company.
Appears in 2 contracts
Sources: Advisory Agreement (CNL American Properties Fund Inc), Advisory Agreement (CNL American Properties Fund Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 17 as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company CPA: 17 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating PartnershipCPA: 17’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CPA: 17’s assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCPA: 17;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCPA: 17, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CPA: 17 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 17 and assist the Directors Board in the formulation and implementation of the CompanyCPA: 17’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii1) locate, analyze and select potential Investments, ; (iii2) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CPA: 17; (iv3) research, identify, review and recommend acquisitions and dispositions of make Investments to the Board and make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCPA: 17; (v4) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; and (vi5) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9); (2) the occurrence of any Triggering Event during the prior fiscal quarter; and (3) the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, and dispositions of, Investments within in Property which do not meet all of the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company and the Operating Partnership CPA: 17 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCPA: 17, and negotiate on behalf of the Company and the Operating Partnership CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCPA: 17, 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 PartnershipCPA: 17;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(j) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CPA: 17 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kl) communicate on behalf of CPA: 17 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 CPA: 17;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;
(n) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the Company investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of CPA: 17;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(q) provide CPA: 17 with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to, to or maintain on behalf of CPA: 17 copies 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 BoardProperties and Loans;
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board of Directors of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter; and
(ov) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement of OP Unitsproposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, tenancy-in-common or among other interests things, (a) those matters identified in Investments the Company’s organizational documents as may be approved matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the BoardCompany during the past year. Notwithstanding If a Triggering Event has occurred, the foregoingIndependent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may delegate any request that the Advisor refund certain of the foregoing duties to any Person so long as dead deal costs incurred by the Advisor or any Affiliate remains responsible for the performance Company if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.
Appears in 2 contracts
Sources: Advisory Agreement (Corporate Property Associates 17 - Global INC), Advisory Agreement (Carey W P & Co LLC)
DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CWI 2 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CWI 2 as determined and adopted by the Directors, and as amended from time to time with by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CWI 2, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the StockholdersIndependent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company CWI 2 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an AffiliateAffiliate or the Subadvisor:
(a) serve as the Company’s and the Operating Partnership’s CWI 2's investment and financial advisoradvisor and provide research and economic and statistical data in connection with CWI 2's assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CWI 2 and perform and supervise the various administrative functions reasonably necessary for the management of CWI 2, the Company Operating Partnership and the Operating PartnershipInvestments;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCWI 2, engage engage, oversee and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, franchisors, independent property operators 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CWI 2 with any of the foregoing;
(d) consult with the officers and Directors of the Company CWI 2 and assist the Directors Board in the formulation and implementation of the Company’s financial CWI 2's policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(h) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments and deliver to the Investment Committee, as applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments, ; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CWI 2; (iii) make Investments on behalf of CWI 2; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make 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 of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; (viv) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assetssuch; (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; (viiivi) oversee Affiliated and such non-Affiliated affiliated property managers and other non-affiliated Persons who perform services for the Company or the Operating PartnershipCWI 2; and (ixvii) 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 undertake accounting and other record-keeping functions for at the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Investment level;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter;
(g) make investments in, assist the Board in its evaluation of potential liquidity transactions for CWI 2 and dispositions of, Investments within take such actions as may be requested by the discretionary limits and authority Board or as granted may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Properties which do not meet all of the requirements set forth in Section 4(b) hereof;
(i) negotiate on behalf of the Company and the Operating Partnership CWI 2 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCWI 2, and negotiate on behalf of the Company and the Operating Partnership CWI 2 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCWI 2, 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 PartnershipCWI 2;
(ij) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(jk) obtain for, or provide to, CWI 2 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CWI 2; and (iv) the handling, prosecuting and settling of any claims of or against CWI 2, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CWI 2 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(km) communicate on behalf of CWI 2 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 CWI 2;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI 2's business and operations;
(o) provide CWI 2 with such accounting data and any other information requested by CWI 2 concerning the Company investment activities of CWI 2 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CWI 2;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CWI 2 with all necessary cash management services;
(ls) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI 2's Properties;
(t) do all things necessary to assure its ability to render the services described in this Agreement;
(mu) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI 2 as the Advisor shall deem advisable under the particular circumstances;
(v) arrange to obtain on behalf of CWI 2 as requested by the Board, and deliver to, to or maintain on behalf of CWI 2 copies 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 BoardInvestments;
(nw) notify if a transaction, proposed transaction or other matter requires approval by the Board of Directors of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter; and
(ox) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor's performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement of OP Unitsproposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor's report shall address, tenancy-in-common or among other interests things, (a) those matters identified in Investments CWI 2's organizational documents as may be approved matters which the Independent Directors must review each year with respect to the Advisor's performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the "dead deal" costs incurred by CWI 2 during the Boardpast year. Notwithstanding the foregoingIn addition, the Independent Directors may request that the Advisor may delegate any refund certain of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance "dead deal" costs incurred by CWI 2 if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that CWI 2 should not bear such costs.
Appears in 2 contracts
Sources: Advisory Agreement (Carey Watermark Investors 2 Inc), Advisory Agreement (W. P. Carey 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties and Mortgage Loans and potential lessees of Secured Equipment Leases, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties and dispositions of Investments Mortgage Loans will be mademade and Secured Equipment Leases will be offered by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties and Mortgage Loans and enter into Secured Equipment Leases on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperties, Mortgage Loans and Secured Equipment Leases; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties and Mortgage Loans and prospective lessees or borrowers of Secured Equipment Leases;
(g) make obtain the prior approval of the Directors for any and all investments in, in Properties; and dispositions of, Investments within Mortgage Loans and in connection with the discretionary limits offering of Secured Equipment Leases (the vote of a majority of all Independent Directors must also be obtained with respect to Mortgage Loans and authority as granted by the BoardSecured Equipment Leases);
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans 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 and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipCompany;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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 BoardProperties and Mortgage Loans;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by administer the Board. Notwithstanding the foregoing, the Advisor may delegate any Secured Equipment Lease program on behalf of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3Company.
Appears in 2 contracts
Sources: Advisory Agreement (CNL Retirement Properties Inc), Advisory Agreement (CNL Retirement Properties 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, investments in Investment Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Investment Assets will be made, purchased or acquired by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsInvestment Assets; and (viv) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, and dispositions of, Investments within in Property which do not meet all of the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, 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, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) 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;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;
(n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of 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;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be 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;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to, to or maintain on behalf of, of the Company copies of of, all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completedProperties and Loans; and
(ou) effect any private placement of OP Unitsif a transaction, tenancy-in-common proposed transaction or other interests in Investments as may be approved matter requires approval by the BoardBoard or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.
(v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. Notwithstanding The Advisor’s report shall address, among other things, (a) those matters identified in the foregoingCompany’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment Asset, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may delegate any request that the Advisor refund certain of the foregoing duties to any Person so long as dead deal costs incurred by the Advisor or any Affiliate remains responsible for the performance Company if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.
Appears in 2 contracts
Sources: Advisory Agreement (Carey W P & Co LLC), Advisory Agreement (Corporate Property Associates 16 Global 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, investments in Investment Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Investment Assets will be made, purchased or acquired by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsInvestment Assets; and (viv) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets;
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, and dispositions of, Investments within in Property which do not meet all of the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, 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, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) 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;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations;
(n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of 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;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be 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;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to, to or maintain on behalf of, of the Company copies of of, all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completedProperties and Loans; and
(ou) effect any private placement of OP Unitsif a transaction, tenancy-in-common proposed transaction or other interests in Investments as may be approved matter requires approval by the Board. Notwithstanding Board or by the foregoingIndependent Directors, deliver to the Advisor may delegate any of Board or the foregoing duties to any Person so long Independent Directors, as the Advisor case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or any Affiliate remains responsible for the performance of the duties set forth in this Section 3other matter.
Appears in 2 contracts
Sources: Advisory Agreement (Corporate Property Associates 15 Inc), Advisory Agreement (Carey W P & Co LLC)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(e) Company; subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments in Properties and other Permitted Investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties and dispositions of Investments will be madeother Permitted Investments; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of the Company in Properties and the Operating Partnership other Permitted Investments in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, Properties and other Permitted Investments; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(fe) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties and other Permitted Investments;
(f) obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in Properties and other Permitted Investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans 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 and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(ih) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipCompany;
(ji) 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;
(kj) provide the Company and the Operating Partnership with all necessary cash management services;
(lk) do all things necessary to assure its ability to render the services described in this Agreement;
(ml) deliver to, to or maintain on behalf of, 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;Properties and other Permitted Investments; and
(nm) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 2 contracts
Sources: Advisory Agreement (Rich Uncles REIT, Inc.), Advisory Agreement (Rich Uncles REIT, Inc.)
DUTIES OF THE ADVISOR. During the term of this Agreement, the Advisor will be responsible for performing the day-to-day business affairs of the Company. The Advisor undertakes to will use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Company, as determined and adopted by the Directors, and as amended from time to time with by the approval Directors. As part of the Stockholders. In performance of performing its obligations hereunder, subject to certain restrictions described in this undertakingAgreement (including those set forth in Sections 4 and 7 below), and subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, the Articles of Incorporation and the Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliatewill:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany, including cash management services;
(c) investigate(i) locate, select, and, analyze and select potential investments in Properties and Mortgage Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Mortgage Loans will be made by the Company; (iii) make investments in Properties and Mortgage Loans on behalf of the Company in compliance with the investment objectives and policies of the Operating PartnershipCompany; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties and Mortgage Loans; (v) on behalf of the Company, sell, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Mortgage Loans, in compliance with the investment objectives and policies of the Company; and (vi) enter into leases and service contracts for Company Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Assets;
(d) 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 other securities, but in no event in such a way so that the Advisor will be acting as a 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 will be the responsibility of the Company;
(e) on behalf of the Company, investigate, select and engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(df) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(e) 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 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 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 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;
(h) 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 negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for 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;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipCompany;
(jh) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(li) do all things necessary to assure its ability to render the services described in this Agreement;
(mj) deliver to, to or maintain on behalf of, 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;Properties and Mortgage Loans; and
(nk) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 2 contracts
Sources: Advisory Agreement (Wellbrook Properties, Inc.), Advisory Agreement (Wellbrook Properties, Inc.)
DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CWI 2 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CWI 2 as determined and adopted by the Directors, and as amended from time to time with by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CWI 2, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the StockholdersIndependent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company CWI 2 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an AffiliateAffiliate or the Subadvisor:
(a) serve as the Company’s and the Operating PartnershipCWI 2’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CWI 2’s assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CWI 2 and perform and supervise the various administrative functions reasonably necessary for the management of CWI 2, the Company Operating Partnership and the Operating PartnershipInvestments;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCWI 2, engage engage, oversee and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, franchisors, independent property operators 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CWI 2 with any of the foregoing;
(d) consult with the officers and Directors of the Company CWI 2 and assist the Directors Board in the formulation and implementation of the CompanyCWI 2’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(h) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments and deliver to the Investment Committee, as applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments, ; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CWI 2; (iii) make Investments on behalf of CWI 2; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make 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 of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; (viv) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assetssuch; (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; (viiivi) oversee Affiliated and such non-Affiliated affiliated property managers and other non-affiliated Persons who perform services for the Company or the Operating PartnershipCWI 2; and (ixvii) 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 undertake accounting and other record-keeping functions for at the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Investment level;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter;
(g) make investments in, assist the Board in its evaluation of potential liquidity transactions for CWI 2 and dispositions of, Investments within take such actions as may be requested by the discretionary limits and authority Board or as granted may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Properties which do not meet all of the requirements set forth in Section 4(b) hereof;
(i) negotiate on behalf of the Company and the Operating Partnership CWI 2 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCWI 2, and negotiate on behalf of the Company and the Operating Partnership CWI 2 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCWI 2, 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 PartnershipCWI 2;
(ij) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(jk) obtain for, or provide to, CWI 2 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CWI 2; and (iv) the handling, prosecuting and settling of any claims of or against CWI 2, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CWI 2 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(km) communicate on behalf of CWI 2 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 CWI 2;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI 2’s business and operations;
(o) provide CWI 2 with such accounting data and any other information requested by CWI 2 concerning the Company investment activities of CWI 2 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CWI 2;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CWI 2 with all necessary cash management services;
(ls) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI 2’s Properties;
(t) do all things necessary to assure its ability to render the services described in this Agreement;
(mu) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI 2 as the Advisor shall deem advisable under the particular circumstances;
(v) arrange to obtain on behalf of CWI 2 as requested by the Board, and deliver to, to or maintain on behalf of CWI 2 copies 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 BoardInvestments;
(nw) notify if a transaction, proposed transaction or other matter requires approval by the Board of Directors of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter; and
(ox) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement of OP Unitsproposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, tenancy-in-common or among other interests things, (a) those matters identified in Investments CWI 2’s organizational documents as may be approved matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CWI 2 during the Boardpast year. Notwithstanding the foregoingIn addition, the Independent Directors may request that the Advisor may delegate any refund certain of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance “dead deal” costs incurred by CWI 2 if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that CWI 2 should not bear such costs.
Appears in 1 contract
Sources: Advisory Agreement (Carey Watermark Investors 2 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with the approval of the Stockholders. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisor;
(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 the Company and the Operating Partnership;
(c) investigate, select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(e) 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 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 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 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.;
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;
(h) 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 negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for 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;
(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) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
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 and the Operating Partnership Trust potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives Investment Objectives and policies of the Company Trust as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles Trust’s Declaration of Incorporation Trust and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) serve as manage the Company’s formation of the Trust and the Operating Partnership’s investment , including the preparation and financial advisorfiling of all necessary documentation and ancillary agreements;
(b) structure, qualify and/or register the Trust’s securities offerings;
(c) coordinate marketing and distribution of the Trust’s Shares in connection with any of the Trust’s securities offerings;
(d) structure, qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan;
(e) serve as the Trust’s investment and financial advisor and provide research and economic and statistical data in connection with the Assets and the Trust’s Investment Objectives and policies;
(f) provide the daily management for of the Company and the Operating Partnership Trust and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipTrust;
(cg) coordinate and manage operations of any joint venture or co-investment interests held by the Trust and conduct all matters with the joint venture or co-investment partners;
(h) maintain and preserve the books and records of the Trust, including share books and records reflecting a record of the Shareholders and their ownership of the Trust’s Shares;
(i) investigate, select, and, on behalf of the Company and the Operating PartnershipTrust, engage engage, supervise and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, financial advisors, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, asset managers; property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership Trust with any of the foregoing;
(dj) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the CompanyTrust’s financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations (i) with respect to the making of investments consistent with the investment objectives Investment Objectives and policies of the Company and Trust, (ii) in connection with any borrowings proposed to be undertaken by the Company or Trust and (iii) with respect to modifications to the Operating PartnershipInvestment Objectives;
(ek) subject to the provisions of Section 4 Sections 2.02(i) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, investments in Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and Trust or the Operating Partnership in compliance with the investment objectives Investment Objectives and policies of the CompanyTrust; (viv) 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 withwith the investments in, InvestmentsAssets; (v) evaluate and recommend to the Board hedging strategies and engage in hedging activities on the Trust’s behalf, consistent with such strategies as so modified from time to time, with the Trust’s qualification as a REIT and with the Investment Objectives, and (vi) enter into leases of Property 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; , including the servicing of Secured Loans;
(viil) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Assets;
(gm) make if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(n) obtain the prior approval of the Board (including a majority of all Independent Trustees) for any and all investments inin Assets, and dispositions ofprovided that such prior Board approval shall not be required for investments made in accordance with the Investment Objectives, Investments within the discretionary limits and authority as granted by but quarterly summaries of such investments shall be provided to the Board;
(ho) with respect to the transactions described in Article XI of the Declaration of Trust, obtain the prior approval of a majority of the Independent Trustees and a majority of the Board not otherwise interested in any transaction with the Advisor or its Affiliates;
(p) negotiate on behalf of the Company and the Operating Partnership Trust with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipTrust, and negotiate on behalf of the Company Trust with counterparties for repurchase agreements, interest rate swap agreements and other agreements and instruments used in the Operating Partnership conduct of the Trust’s business, negotiate on behalf of the Trust with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Trust or obtain Loans loans for the Company Trust, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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 PartnershipTrust;
(iq) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipTrust in Assets;
(jr) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership Trust under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(ks) provide the Company and Trust with, or assist the Operating Partnership with Trust in arranging for, all necessary cash management services;
(lt) deliver to or maintain on behalf of the Trust copies of all appraisals obtained in connection with the investments in Assets;
(u) upon request of the Trust, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust in making, acquiring and disposing of Assets, disbursing and collecting the funds, paying the debts and fulfilling the obligations of the Trust and handling, prosecuting and settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(v) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Shareholders and other investors and act on behalf of the Trust in connection with investor relations;
(w) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(x) assist the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(y) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CPA: 16 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 16 as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company CPA: 16 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating PartnershipCPA: 16’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CPA: 16’s assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CPA: 16 and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCPA: 16;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCPA: 16, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CPA: 16 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 16 and assist the Directors Board in the formulation and implementation of the CompanyCPA: 16’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii1) locate, analyze and select potential Investments, ; (iii2) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CPA: 16; (iv3) research, identify, review and recommend acquisitions and dispositions of make Investments to the Board and make investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the CompanyCPA: 16; (v4) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; and (vi5) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of (1) the occurrence of any Triggering Event during the prior fiscal quarter; and (2) the amounts of “dead deal” costs incurred by CPA: 16 during the prior fiscal quarter;
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, and dispositions of, Investments within in Property which do not meet all of the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company and the Operating Partnership CPA: 16 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCPA: 16, and negotiate on behalf of the Company and the Operating Partnership CPA: 16 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCPA: 16, 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 PartnershipCPA: 16;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(j) obtain for, or provide to, CPA: 16 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 16; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 16, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CPA: 16 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kl) communicate on behalf of CPA: 16 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 CPA: 16;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 16’s business and operations;
(n) provide CPA: 16 with such accounting data and any other information requested by CPA: 16 concerning the Company investment activities of CPA: 16 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of CPA: 16;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(q) provide CPA: 16 with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 16 as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of CPA: 16 as requested by the Board, and deliver to, to or maintain on behalf of CPA: 16 copies 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 BoardProperties and Loans;
(nu) notify if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter;
(v) monitor the performance by the Manager of Directors of all proposed material transactions before they are completedits duties under the Management Agreement; and
(ow) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in CPA: 16’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by CPA: 16 during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of OP Unitsthe overall performance of the Advisor during the past year, tenancy-in-common they wish to request that the Advisor refund all or other interests a portion of the Initial Acquisition Fee paid by CPA: 16 in Investments as may be approved by respect of such Investment, and if the Board. Notwithstanding the foregoingIndependent Directors make that request, the Advisor shall refund such amount to CPA: 16 within 60 days after receipt of such request. In addition, the Independent Directors may delegate any request that the Advisor refund certain of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance dead deal costs incurred by CPA: 16 if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that CPA: 16 should not bear such costs.
Appears in 1 contract
Sources: Advisory Agreement (Corporate Property Associates 16 Global 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, Mortgage Loans, potential lessees of Secured Equipment Leases [and other investments], (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties, Mortgage Loans and dispositions of Investments [other investments] will be mademade and Secured Equipment Leases will be offered by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties, Mortgage Loans [and other investments] and enter into Secured Equipment Leases on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperties, Mortgage Loans, Secured Equipment Leases [and other investments]; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments and prospective lessees or borrowers of Secured Equipment Leases;
(g) make obtain the prior approval of the Directors for any and all investments inin Properties, Mortgage Loans and dispositions of, Investments within other investments and in connection with the discretionary limits offering of Secured Equipment Leases (the vote of a majority of all Independent Directors must also be obtained with respect to Mortgage Loans and authority as granted by the BoardSecured Equipment Leases);
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans 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 and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipCompany;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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 BoardProperties and Mortgage Loans;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by administer the Board. Notwithstanding the foregoing, the Advisor may delegate any Secured Equipment Lease program on behalf of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3Company.
Appears in 1 contract
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 Company, OP I and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, other public filings made by the Company, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) 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, OP I’s and the Operating Partnership’s investment and financial advisor;advisor and provide research and economic and statistical data in connection with the Assets and the Company’s investment policies;
(bc) provide the daily management for of the Company Company, OP I and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company Company, OP I and the Operating Partnership;Partnership;
(cd) maintain and preserve the books and records of the Company, OP I 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 Company, OP I and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name and on behalf of the Company Company, OP I and the Operating Partnership with any of the foregoing;foregoing;
(df) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or Company, OP I and the Operating Partnership;Partnership;
(eg) 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 4 Sections 2.02(j)-(l) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Assets will be made; made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and Company, OP I or the Operating Partnership in compliance with the investment objectives and policies of the Company; Company; (viv) 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 withwith the investments in, Investments; Assets; and (viv) enter into leases of Property 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; , including the servicing of Mortgages;
(viii) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;investments in Assets;
(gj) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted if a transaction requires approval by the Board;, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(hk) 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 Company, OP I and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company Company, OP I and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Company or obtain Loans loans for the Company Company, OP I and the Operating Partnership, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as a broker-dealer or underwriter; an underwriter; and provided, 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;Company;
(in) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company Company, OP I and the Operating Partnership;Partnership in Assets;
(jo) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company Company, OP I and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;Agreement;
(kp) provide the Company Company, OP I and the Operating Partnership with with, or assist the Company, OP I and the Partnership in arranging for, all necessary cash management services;services;
(lq) deliver to or maintain on behalf of the Company, OP I 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, OP I 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. OP I and the Partnership and handling, prosecuting and settling any claims of the Company, OP I 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 services as Advisor;
(u) assist the Company, OP I and the Partnership in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(v) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
Sources: Advisory Agreement (Carter Validus Mission Critical REIT II, Inc.)
DUTIES OF THE ADVISOR. The Advisor undertakes to use Advisor, in its best efforts to present to capacity as manager of the Company assets and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies day-to-day operations of the Company as determined and adopted by the DirectorsREIT Parties, and as amended from time to time with the approval of the Stockholders. In performance of this undertaking, at all times will be subject to the supervision of the Directors REIT’s Board of Trustees and consistent with the provisions Managers, as applicable, and will have only such functions and authority as the REIT Parties may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Advisor hereby. The Advisor will be responsible for the day-to-day operations of the Articles REIT Parties and will perform (or cause to be performed through one or more of Incorporation its Affiliates or subsidiaries) such services and Bylaws activities relating to the assets and operations of the Company and the Operating Partnership AgreementREIT Parties as may be appropriate, the Advisor shallincluding, either directly or by engaging an Affiliatewithout limitation:
(a) serve as the Company’s and the Operating Partnership’s REIT Parties’ investment and financial advisor;
(b) provide the daily management for the Company REIT Parties, including a chief executive officer, chief financial officer and the Operating Partnership chief investment officer, and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Company and operations of the Operating PartnershipREIT Parties, including the administrative services described on Exhibit A to this Agreement;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipREIT Parties, engage and conduct 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, 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, the registrar and the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership REIT Parties with any of the foregoing;
(d) consult with the officers officers, Trustees and Directors Managers of the Company REIT Parties, as applicable, and assist the Directors Trustees and Managers in the formulation and implementation of the Company’s REIT Parties’ (including as it relates to any of their respective subsidiaries) financial policies, and, as necessary, furnish the Directors Board and the Managers, as applicable, with advice and recommendations with respect to the making of investments consistent with the investment objectives Investment Guidelines and policies Operating Policies (including, as it relates to any of the Company their respective subsidiaries) and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipREIT Parties and their respective subsidiaries;
(e) 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 transactions pursuant to which acquisitions and dispositions of Investments will be mademade (including performing due diligence); (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and the Managers and make investments Investments on behalf of the Company and the Operating Partnership REIT Parties in compliance with the investment objectives Investment Guidelines and policies of the CompanyOperating Policies; (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 REIT Parties’ investment objectivesobjectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viiviii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships; (viiiix) oversee Affiliated research, negotiate, select, engage, oversee, supervise and non-Affiliated evaluate property managers who perform services for the Company or the Operating PartnershipREIT Parties; (ixx) oversee Affiliated engage, oversee, supervise and non-Affiliated evaluate Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xxi) manage accounting and other record-keeping functions for the Company REIT Parties, including reviewing and analyzing the Operating Partnershipcapital and operating budgets for the Real Estate Assets and generating an annual budget for the REIT Parties and if requested, their respective subsidiaries; (xii) manage the REIT Parties’ capital improvement program including determining when to execute the program at each Real Estate Asset; and (xixiii) recommend various liquidity events to the Board of Directors and the Managers when appropriate.;
(f) upon request, but no less than quarterly, provide the Directors Board and the Managers with periodic reports regarding prospective investments;
(g) negotiate the terms of and make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the BoardBoard and the Managers;
(h) within the discretionary limits and authority as granted by the Board and the Managers, negotiate on behalf of the Company and the Operating Partnership REIT Parties with banks or other lenders for Loans to be made to or guaranteed by the Company and the Operating PartnershipREIT Parties, and negotiate on behalf of the Company and the Operating Partnership REIT Parties with investment banking firms and broker-dealers or negotiate private sales of Shares Units or obtain Loans for the Company and the Operating PartnershipREIT Parties, but in no event in such a way manner 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 applicable REIT Party, or in the case of any guarantee of any obligations of the Operating Partnership, the Operating Partnership;
(i) at least quarterly, and at any other time reasonably requested by the Board or the Managers, 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 PartnershipREIT Parties or their respective subsidiaries;
(j) from time to timeat least quarterly, or and at any other time reasonably requested by the DirectorsBoard or the Managers, make reports to the Directors Board or the Managers, as applicable, of its performance of services to the Company and the Operating Partnership REIT Parties under this Agreement, Agreement (including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliatesAffiliates), the composition and characteristics of the REIT Parties’ portfolio, and compliance with the Investment Guidelines and Operating Policies and other policies approved from time to time by the Board or the Managers;
(k) provide the Company and the Operating Partnership REIT Parties with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, or maintain on behalf of, the Company REIT Parties copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the BoardBoard or the Managers;
(m) notify the Board and the Managers of all proposed transactions outside of the Advisor’s delegated authority before they are completed and obtain Board or Managers approval, as applicable, of same;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) negotiate and effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the BoardBoard or the Managers;
(o) perform investor-relations and Unitholder communications functions for the REIT;
(p) render such services as may be reasonably determined by the Board of Trustees or the Managers consistent with the terms and conditions herein;
(q) maintain the REIT Parties’ accounting and other records and assist each REIT Party in filing all reports required to be filed by it under applicable Securities Laws, the Internal Revenue Service and other regulatory agencies;
(r) do all things necessary to assure its ability to render the services described in this Agreement;
(s) advise the REIT Parties regarding the maintenance of the REIT Parties’ qualification as Real Estate Investment Trusts and monitor the REIT Parties’ compliance with the various Real Estate Investment Trust 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 REIT Parties to qualify as Real Estate Investment Trusts and maintain their qualification as Real Estate Investment Trusts for U.S. federal income tax purposes;
(t) assist the REIT Parties in qualifying to do business in all applicable jurisdictions in which the REIT Parties or their respective subsidiaries do business, and ensure that the REIT Parties and their respective subsidiaries obtain and maintain all applicable licenses;
(u) assist the REIT Parties in complying with all regulatory requirements applicable to them with respect to their business activities, including 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 Securities Laws;
(v) if requested by the REIT Parties, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may be required for the REIT Parties and their respective subsidiaries to comply with applicable law (including Securities Laws), and as otherwise requested by the Board or the Managers, as applicable;
(w) handle and resolve on behalf of the REIT Parties and their respective subsidiaries all routine claims, disputes or controversies, including all routine litigation, securities regulator proceedings, arbitration, settlement or other proceedings or negotiations, in which the REIT Parties 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 or the Managers; and
(x) use commercially reasonable efforts to cause the REIT Parties 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 any Affiliate remains responsible for the performance of the duties set forth in this Section 3; provided, however, that the delegation by the Advisor of any of the foregoing duties to another Person shall not result in an increased Advisory Fee or additional expenses payable hereunder.
Appears in 1 contract
Sources: Advisory Agreement (Nexpoint Diversified Real Estate Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersTrust Managers. In performance of this undertaking, subject to the supervision of the Directors Trust Managers and consistent with the provisions of the Articles Prospectus, Declaration of Incorporation Trust and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing servicesservices herein, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors Trust Managers of the Company and assist the Directors Trust Managers in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Trust Managers with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(e) Company; subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential investments in Properties and other Permitted Investments, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions investment in Properties and dispositions of Investments will be madeother Permitted Investments; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments on behalf of the Company in Properties and the Operating Partnership other Permitted Investments in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, Properties and other Permitted Investments; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(fe) upon request, provide the Directors Trust Managers with periodic reports regarding prospective investmentsinvestments in Properties and other Permitted Investments;
(f) obtain the prior approval of the Trust Managers (including a majority of all Independent Trust Managers) for any and all investments in Properties and other Permitted Investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans 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 and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(ih) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipCompany;
(ji) from time to time, or at any time reasonably requested by the DirectorsTrust Managers, make reports to the Directors Trust Managers 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;
(kj) provide the Company and the Operating Partnership with all necessary cash management services;
(lk) do all things necessary to assure its ability to render the services described in this Agreement;
(ml) deliver to, to or maintain on behalf of, 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;Properties and other Permitted Investments; and
(nm) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
Sources: Advisory Agreement (Rich Uncles Real Estate Investment Trust I)
DUTIES OF THE ADVISOR. The Subject to Section 14, the Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CWI 1 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CWI 1 as determined and adopted by the Directors, and as amended from time to time with by the Board. The Advisor will follow the Guidelines when allocating Investment opportunities among CWI 1, other entities managed by the Advisor and its Affiliates, and the Advisor and its Affiliates for their own account. The Guidelines shall not be amended without the prior approval of at least a majority of the StockholdersIndependent Directors. In performance of this undertakingthe foregoing undertakings, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation Charter and Bylaws of the Company CWI 1 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an AffiliateAffiliate or the Subadvisor:
(a) serve as the Company’s and the Operating PartnershipCWI 1’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CWI 1’s assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CWI 1 and perform and supervise the various administrative functions reasonably necessary for the management of CWI 1, the Company Operating Partnership and the Operating PartnershipInvestments;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCWI 1, engage engage, oversee and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, franchisors, independent property operators 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CWI 1 with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the CompanyCWI 1’s financial policies, and, as necessary, ; and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(h) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments and deliver to the Investment Committee, as applicable, such information as it may request or as otherwise may be necessary to enable the Investment Committee to evaluate potential Investments, ; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CWI 1; (iii) make Investments on behalf of CWI 1; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make 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 of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; (viv) enter into leases and service contracts for Real Estate Assets Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assetssuch; (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; (viiivi) oversee Affiliated and such non-Affiliated affiliated property managers and other non-affiliated Persons who perform services for the Company or the Operating PartnershipCWI 1; and (ixvii) 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 undertake accounting and other record-keeping functions for at the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Investment level;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter;
(g) make investments in, assist the Board in its evaluation of potential liquidity transactions for CWI 1 and dispositions of, Investments within take such actions as may be requested by the discretionary limits and authority Board or as granted may otherwise be necessary or desirable to execute any liquidity transaction approved by the Board;
(h) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Properties which do not meet all of the requirements set forth in Section 4(b) hereof;
(i) negotiate on behalf of the Company and the Operating Partnership CWI 1 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCWI 1, and negotiate on behalf of the Company and the Operating Partnership CWI 1 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCWI 1, 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 PartnershipCWI 1;
(ij) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(jk) obtain for, or provide to, CWI 1 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CWI 1; and (iv) the handling, prosecuting and settling of any claims of or against CWI 1, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(l) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CWI 1 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(km) communicate on behalf of CWI 1 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 CWI 1;
(n) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CWI 1’s business and operations;
(o) provide CWI 1 with such accounting data and any other information requested by CWI 1 concerning the Company investment activities of CWI 1 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(p) maintain the books and records of CWI 1;
(q) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(r) provide CWI 1 with all necessary cash management services;
(ls) provide asset management services including, without limitation, oversight and strategic guidance to independent property operators that handle day-to-day operations of CWI 1’s Properties;
(t) do all things necessary to assure its ability to render the services described in this Agreement;
(mu) perform such other services as may be required from time to time for management and other activities relating to the assets of CWI 1 as the Advisor shall deem advisable under the particular circumstances;
(v) arrange to obtain on behalf of CWI 1 as requested by the Board, and deliver to, to or maintain on behalf of CWI 1 copies 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 BoardInvestments;
(nw) notify if a transaction, proposed transaction or other matter requires approval by the Board of Directors of or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed material transactions before they are completedtransaction or other matter; and
(ox) effect on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor's performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any private placement of OP Unitsproposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor's report shall address, tenancy-in-common or among other interests things, (a) those matters identified in Investments CWI 1's organizational documents as may be approved matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the "dead deal" costs incurred by CWI 1 during the Boardpast year. Notwithstanding the foregoingIn addition, the Independent Directors may request that the Advisor may delegate any refund certain of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance "dead deal" costs incurred by CWI 1 if, in light of the duties set forth in this Section 3circumstances under which such costs were incurred, the Independent Directors determine that CWI 1 should not bear such costs.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts --------------------- to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(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 uncertificated Shares and acting as transfer agent for the Company's uncertificated Shares;
(d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not not' limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(de) consult with the officers and Directors the Board of the Company and assist the Directors Board in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(ef) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty; and (viv) enter into leases and service contracts for Real Estate Assets Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Company Property;
(viig) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Properties;
(h) obtain the prior approval of the Board (including a majority of all Independent Directors) for any and all investments in Properties;
(i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(ij) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties;
(jk) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) provide the Company and the Operating Partnership with all necessary cash management services;
(lm) do all things necessary to assure its ability to render the services described in this Agreement;
(mn) deliver to, to or maintain on behalf of, 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;Properties; and
(no) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
Sources: Advisory Agreement (Wells Real Estate Investment Trust Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best reasonable efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval Board of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Company’s Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an AffiliateAffiliate of the Advisor or other Person:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and the Company’s investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany;
(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 uncertificated Shares, if any, and acting as transfer agent for the Company’s Shares;
(d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(de) consult with the officers and the Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(ef) subject to the provisions of Section 4 Sections 2.02(i) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property 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; , including the servicing of Mortgages;
(viig) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin 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 for any and all investments in Assets;
(j) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Company or obtain Loans loans for the Company Company, as and the Operating Partnershipwhen 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 or the Operating PartnershipCompany;
(ik) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Assets;
(jl) from time to time, or 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 and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(km) provide the Company and the Operating Partnership with all necessary cash management services;
(ln) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Assets;
(o) upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(p) 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;
(q) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(r) 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
(s) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
Sources: Advisory Agreement (Cole Credit Property Trust Inc)
DUTIES OF THE ADVISOR. The Subject to Section 2.07, the Advisor undertakes to use its commercially reasonable best efforts to (1) present to the Company Trust and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted by the Directors, and as amended from time to time with by the approval Board and (2) manage, administer, promote, maintain and improve the Assets on an overall portfolio basis in a diligent manner. The services of the StockholdersAdvisor are to be of scope and quality not less than those generally performed by professional asset managers of other similar asset portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles Trust’s most recent Prospectus for Shares, Declaration of Incorporation Trust and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person:
(a) structure, qualify, register and oversee the distribution of Shares pursuant to the Trust’s distribution reinvestment plan;
(b) structure, qualify and administer the repurchase of Shares pursuant to the Trust’s redemption program;
(c) serve as the CompanyTrust’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and the Trust’s investment policies;
(bd) perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;
(e) provide the daily management for of the Company Trust and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company Trust and the Operating Partnership;
(cf) maintain and preserve the books and records of the Trust and the Partnership, including (1) share books and records reflecting a record of the Shareholders and their ownership of the Trust’s Shares, (2) acting as transfer agent for the Trust’s Shares or selecting, engaging and overseeing the performance by a third party transfer agent, and (3) maintaining the accounting and other record-keeping functions at the Asset and Trust levels in accordance with generally accepted accounting principles, which shall be supported by sufficient documentation to ascertain that such records are properly and accurately recorded. Such books and records shall be the property of the Trust and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Trust at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Trust’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Trust shall be prepared on an accrual basis in accordance with generally accepted accounting principles, except for special financial reports that by their nature require a deviation from generally accepted accounting principles. The Advisor shall liaise with the Trust’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Trust so requests;
(g) investigate, select, and, on behalf of the Company Trust and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, asset managers, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name of the Company and Trust or the Operating Partnership with any of the foregoing;
(dh) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the CompanyTrust’s financial policies, policies and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipTrust;
(ei) subject to the provisions of Section 4 Sections 2.02(i) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, investments in Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and Trust or the Operating Partnership in compliance with the investment objectives and policies of the CompanyTrust where the amount of such investment does not exceed 10% of the Trust’s or the Partnership’s total assets or has otherwise been approved by the Board; (viv) 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 withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property 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; , including the servicing of Secured Loans;
(viij) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Assets;
(gk) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted if a transaction requires approval by the Board, deliver to the Board all documents required by them to properly evaluate the proposed transaction;
(hl) obtain the prior approval of a majority of the Independent Trustees 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 Trust or the Operating Partnership with banks or lenders for Loans loans to be made to the Company and Trust or the Operating Partnership, and negotiate on behalf of the Company and Trust or the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Trust or the Partnership or obtain Loans loans for the Company Trust or the Partnership, as and the Operating Partnershipwhen appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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 Trust or the Operating Partnership;
(in) review and analyze on-going financial information pertaining to each Asset and the overall portfolio of Assets;
(o) monitor applicable markets and obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating PartnershipTrust in Assets;
(jp) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership Trust under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kq) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate;
(r) provide the Company and Trust or the Operating Partnership with with, or assist the Trust or the Partnership in arranging for, all necessary cash management services;
(ls) deliver to or maintain on behalf of the Trust or the Partnership copies of all appraisals obtained in connection with the investments in Assets;
(t) consult with the Trust’s officers and the Board and assist the Board in evaluating various liquidity events when appropriate;
(u) provide the Trust’s officers and the Board with timely updates related to the overall regulatory environment affecting the Trust, as well as managing compliance with such matters, including compliance with the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002;
(v) consult with the Trust’s officers and the Board relating to the corporate governance structure and appropriate policies and procedures related thereto;
(w) perform all reporting, record keeping, internal controls and similar matters in a manner to allow the Trust to comply with applicable law, including federal and state securities laws and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002;
(x) upon request of the Trust or the Partnership, act, or obtain the services of others to act, as attorney-in-fact or agent of the Trust or the Partnership in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Trust or the Partnership and handling, prosecuting and settling any claims of the Trust or the Partnership, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(y) at the direction of Trust management, prepare the Trust’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Trust’s Post-Effective Amendments to the Registration Statement as well as all related prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities;
(z) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Shareholders and other investors and act on behalf of the Trust in connection with investor relations;
(aa) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(bb) assist the Trust in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
(cc) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
Sources: Advisory Agreement (United Development Funding Income Fund V)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company CPA: 17 as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company CPA: 17 and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating PartnershipCPA: 17’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with CPA: 17’s assets and investment policies;
(b) provide the daily management for the Company and the Operating Partnership of CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCPA: 17;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCPA: 17, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership CPA: 17 with any of the foregoing;
(d) consult with the officers and Directors of the Company CPA: 17 and assist the Directors Board in the formulation and implementation of the CompanyCPA: 17’s financial policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, ; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made, purchased or acquired by CPA: 17; (iii) make Investments on behalf of CPA: 17; (iv) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make 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 of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, with the Investments; and (viv) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsInvestments and with periodic reports, no less than quarterly, of new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9);
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, and dispositions of, Investments within in Property which do not meet all of the discretionary limits and authority as granted by the Boardrequirements set forth in Section 4(b) hereof;
(h) negotiate on behalf of the Company and the Operating Partnership CPA: 17 with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCPA: 17, and negotiate on behalf of the Company and the Operating Partnership CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCPA: 17, 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 PartnershipCPA: 17;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated investments of the Company and the Operating PartnershipInvestments;
(j) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors Board of its performance of services to the Company and the Operating Partnership CPA: 17 under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kl) communicate on behalf of CPA: 17 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 CPA: 17;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;
(n) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the Company investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Operating Partnership Securities and Exchange Commission and any other regulatory agency, including annual financial statements;
(o) maintain the books and records of CPA: 17;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;
(q) provide CPA: 17 with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;
(t) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to, to or maintain on behalf of CPA: 17 copies 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;
(n) notify the Board of Directors of all proposed material transactions before they are completedProperties and Loans; and
(ou) effect any private placement of OP Unitsif a transaction, tenancy-in-common proposed transaction or other interests in Investments as may be approved matter requires approval by the Board. Notwithstanding Board or by the foregoingIndependent Directors, deliver to the Advisor may delegate any of Board or the foregoing duties to any Person so long Independent Directors, as the Advisor case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or any Affiliate remains responsible for the performance of the duties set forth in this Section 3other matter.
Appears in 1 contract
Sources: Advisory Agreement (Corporate Property Associates 17 - Global 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 and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Company’s most recent Prospectus for Shares, the Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an AffiliateAffiliate of the Advisor or other Person:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company and the Operating PartnershipCompany;
(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 Shares, if any, and acting as transfer agent for the Company’s Shares;
(d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate mortgagors, property management companies, real estate operating companies, securities investment advisors, mortgagors, transfer agents 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, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(de) consult with the officers and Directors of the Company Board and assist the Directors Board in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(ef) subject to the provisions of Section 4 Sections 2.02(h) and 2.03 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Assets, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Assets will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Assets on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsAssets; and (viv) enter into leases of Property 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; , including the servicing of Mortgages;
(viig) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin 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 and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or dealers, and negotiate private sales of Shares and other securities of the Company or obtain Loans loans for the Company Company, as and the Operating Partnershipwhen 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 or the Operating PartnershipCompany;
(ij) obtain reports (which may, but are not required to, may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Assets;
(jk) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) provide the Company and the Operating Partnership with all necessary cash management services;
(lm) 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 attorney-in-fact or agent of the Company in making, requiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets;
(o) 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;
(p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor;
(q) 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 described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
Sources: Advisory Management Agreement (Behringer Harvard Opportunity REIT II, 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 and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an a Permitted Affiliate:
(a) a. serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) b. provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) c. investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) d. consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) e. subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, f. provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties;
(g) make g. obtain the prior approval of the Directors for any and all investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Properties;
(h) h. negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) i. obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties;
(j) j. 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;
(k) k. provide the Company and the Operating Partnership with all necessary cash management services;
(l) l. do all things necessary to assure its ability to render the services described in this Agreement;
(m) m. deliver to, to or maintain on behalf of, 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;Properties; and
(n) n. notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreementany Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors Board in the formulation and implementation of the Company’s financial 's policies, and, as necessary, and furnish the Directors Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipBoard;
(e) subject to the provisions of Section Sections 3(g) and 4 hereof, : (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investments, investments in Investment Assets; (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investments in Investment Assets will be made, purchased or acquired by the Company; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Investment Assets on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) arrange for financing and refinancing and of, make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal withwith the investments in, InvestmentsInvestment Assets; and (viv) enter into leases and service contracts for Real Estate Assets Properties 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Properties;
(f) upon request, provide the Directors Board with periodic reports regarding prospective investmentsinvestments in Investment Assets;
(g) make obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in, in Property which do not meet all of the requirements set forth in Section 4(b) hereof and dispositions of, Investments within obtain the discretionary limits and authority as granted by prior approval of the BoardIndependent Directors for all investments in Loans;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Investment Assets;
(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, 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, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;
(k) from time to time, or at any time reasonably requested by the DirectorsBoard, make reports to the Directors 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 any of its affiliates;
(kl) 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;
(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations;
(n) provide the Company with such accounting data and any other information requested by the Operating Partnership Company concerning the investment activities of 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;
(o) maintain the books and records of the Company;
(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;
(q) provide the Company with all necessary cash management services;
(lr) do all things necessary to assure its ability to render the services described in this Agreement;
(ms) perform such other services as may be 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;
(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to, to or maintain on behalf of, of the Company copies of of, all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;
(n) notify the Board of Directors of all proposed material transactions before they are completedProperties and Loans; and
(ou) effect any private placement of OP Unitsif a transaction, tenancy-in-common proposed transaction or other interests in Investments as may be approved matter requires approval by the Board. Notwithstanding Board or by the foregoingIndependent Directors, deliver to the Advisor may delegate any of Board or the foregoing duties to any Person so long Independent Directors, as the Advisor case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or any Affiliate remains responsible for the performance of the duties set forth in this Section 3other matter.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisor;
(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 the Company and the Operating Partnership;
(c) investigate, select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(e) subject to the provisions of Section Paragraph 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 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 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 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.
(f) upon request, request provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, in and dispositions of, of Investments within the discretionary limits and authority as granted by the Board;
(h) 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 negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for 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;
(i) obtain reports (which may, may but are not required to, 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 PartnershipPartnership in Investments;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section Paragraph 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company Trust (including in its capacity as general partner of the Controlled Partnership) and the Operating Controlled Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions Investment Guidelines, the Declaration of the Articles of Incorporation and Bylaws of the Company Trust and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the CompanyTrust’s and the Operating Controlled Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Trust’s and the Controlled Partnership’s assets and investment policies;
(b) provide the daily management for of the Company Trust and the Operating Controlled Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company Trust and the Operating Controlled Partnership, including: the collection of revenues and the payment of the Trust’s and the Controlled Partnership’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; keeping the Trust’s and the Controlled Partnership’s books and records; and organizing meetings of the Board;
(c) investigate, select, and, on behalf of the Company Trust and the Operating Controlled Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, appraisers, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property managers, 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, including but not limited to, to entering into contracts in the name of the Company Trust and the Operating Partnership Controlled Partnership, with any of the foregoing;
(d) consult with the officers and Directors of the Company Trustees and assist the Directors Trustees in the formulation and implementation of the CompanyTrust’s financial financial, valuation and other policies, and, as necessary, furnish the Directors Trustees with advice and recommendations with respect to the making of investments and dispositions consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the Company Trust or the Operating Controlled Partnership;
(e) 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 InvestmentsInvestments to be made by the Trust or the Controlled Partnership, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be mademade and disposed of by the Trust and the Controlled Partnership; (iviii) research, identify, review make and recommend acquisitions and dispositions dispose of Investments to the Board and make investments on behalf of the Company Trust and the Operating Controlled Partnership in compliance with the investment objectives and policies of the CompanyTrust and the Controlled Partnership; (viv) 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, with the Trust’s and the Controlled Partnership’s Investments; and (viv) enter into leases and service contracts for Real Estate Assets on behalf of the Trust and the Controlled Partnership and their respective assets and Investments 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 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; (x) manage accounting and other record-keeping functions for the Company Trust and the Operating Partnership; Controlled Partnership and (xi) recommend various liquidity events to the Board of Directors when appropriate.their respective assets and Investments;
(f) upon request, provide the Directors Trustees with periodic reports regarding prospective investmentsInvestments to be made by the Trust and the Controlled Partnership;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;
(h) negotiate on behalf of the Company Trust and the Operating Controlled Partnership with banks or lenders for Loans loans to be made to the Company and Trust or the Operating Controlled Partnership, and negotiate on behalf of the Company and Trust or the Operating Controlled Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and Trust or the Operating Controlled 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 Trust or the Operating Controlled Partnership, as applicable;
(ih) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and Trust or the Operating Controlled Partnership;
(ji) from time to time, or at any time reasonably requested by the DirectorsTrustees, make reports to the Directors Trustees of its performance of services to the Company and Trust or the Operating Controlled Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kj) provide the Company Trust and the Operating Controlled Partnership with all necessary cash management services;
(lk) do all things necessary to assure its ability to render the services described in this Agreement;
(ml) deliver to, to or maintain on behalf ofof the Trust or the Controlled Partnership, the Company as applicable, copies of all appraisals obtained in connection with the investments in Properties;
(m) arrange, negotiate, coordinate and manage operations of any Real Estate Assets joint venture or co-investment interests held by the Trust or the Controlled Partnership and conduct all matters with any joint venture or co-investment partners;
(n) communicate on the Trust’s or the Controlled Partnership’s behalf with the respective holders of any of the Trust’s or the Controlled 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;
(o) evaluate and recommend to the Board modifications to the hedging strategies in effect and cause the Trust to engage in overall hedging strategies consistent with the Trust’s status as a REIT and with the Trust’s Investment Guidelines;
(p) advise the Trust regarding the maintenance of the Trust’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder;
(q) advise the Trust regarding the maintenance of the Trust’s exemption from the Investment Company Act of 1940, as amended (the “Investment Company Act”), and monitor compliance with the requirements for maintaining an exemption from that Act;
(r) monitor the operating performance of the Trust’s and the Controlled Partnership’s 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;
(s) invest or reinvest any money of the Trust or the Controlled 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 Trust’s shareholders and the Controlled Partnership’s partners), and advise the Trust and the Controlled Partnership as to the Trust’s or the Controlled Partnership’s respective capital structure and capital raising;
(t) cause the Trust and the Controlled 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 REIT provisions of the Code and to conduct quarterly compliance reviews thereto, as applicable;
(u) cause the Trust and the Controlled Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(v) assist the Trust in maintaining the registration of the Shares under federal securities laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) and complying with all federal, state and local regulatory requirements applicable to the Trust in respect of the Trust’s business activities, including 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 Securities Exchange Act of 1934, as amended;
(w) take all necessary actions to enable the Trust and the Controlled Partnership to make required tax filings and reports, including soliciting shareholders for required information to the extent provided by the REIT provisions of the Code;
(x) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Trust or the Controlled Partnership may be involved or to which the Trust or the Controlled Partnership may be subject, arising out of the Trust’s or the Controlled Partnership’s day-to-day operations, subject to such limitations or parameters as may be required to be obtained imposed from time-to-time by the Board;
(ny) notify use commercially reasonable efforts to cause expenses incurred by or on behalf of the Trust and the Controlled Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board of Directors of from time-to-time;
(z) perform such other services as may be required from time-to-time for management and other activities relating to the Trust’s and the Controlled Partnership’s respective assets as the Board will reasonably request or the Advisor will deem appropriate under the particular circumstances;
(aa) use commercially reasonable efforts to cause the Trust and the Controlled Partnership to comply with all proposed material transactions before they are completedapplicable laws; and
(obb) effect any private placement of OP Unitscalculate the Trust’s and the Controlled Partnership’s respective net asset values, tenancy-in-common or recommend independent valuation experts and appraisers and perform valuations and other interests services, each as provided in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3Valuation Guidelines.
Appears in 1 contract
Sources: Investment Advisory Agreement (Fidelity Property Income Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) a. serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) b. provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) c. investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) d. consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) e. subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, f. provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties;
g. obtain the prior approval of the Directors (gincluding a majority of all Independent Directors) make for any and all investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Properties;
(h) h. negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) i. obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties;
(j) j. 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;
(k) k. provide the Company and the Operating Partnership with all necessary cash management services;
(l) l. do all things necessary to assure its ability to render the services described in this Agreement;
(m) m. deliver to, to or maintain on behalf of, 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;
(n) Properties; and n. notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Trustees, the Advisor undertakes will be responsible for the day-to-day operations of the Trust and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Trust as may be appropriate, including:
(a) preparing and submitting an annual budget and business plan for approval by the Board of the Trust (the "Business Plan");
(b) using its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide Trust a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company Trust as determined and adopted by set forth in the Directors, and as amended from time to time with the approval of the Stockholders. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisor;
(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 the Company and the Operating PartnershipBusiness Plan;
(c) investigate, select, and, on behalf of using its best efforts to present to the Company Trust investment opportunities consistent with the Business Plan and the Operating Partnership, engage and conduct business with such Persons investment program as the Advisor deems necessary Trustees may adopt from time to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoingtime;
(d) consult furnishing or obtaining and supervising the performance of the ministerial functions in connection with the officers and Directors administration of the Company and assist the Directors in the formulation and implementation day-to-day operations of the Company’s Trust, including the investment of reserve funds and surplus cash in short-term money market investments;
(e) serving as the Trust's investment and financial advisor and providing research, economic, and statistical data in connection with the Trust's investments and investment and financial policies;
(f) on behalf of the Trust, andinvestigating, as necessaryselecting and conducting relations with borrowers, furnish lenders, mortgagors, brokers, investors, builders, developers and others; provided however, that the Directors Advisor shall not retain on the Trust's behalf any consultants or third party professionals, other than legal counsel, without prior Board approval;
(g) consulting with the Trustees and furnishing the Trustees with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange, or otherwise), holding, and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan 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) 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 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 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 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the BoardTrust;
(h) negotiate on behalf obtaining for the Trustees such services as may be required in acquiring and disposing of investments, disbursing and collecting the funds of the Company Trust, paying the debts and fulfilling the obligations of the Trust, and handling, prosecuting, and settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens securing investments;
(i) obtaining for and at the expense of the Trust such services as may be required for property management, loan disbursements, and other activities relating to the investments of the Trust, provided, however, the compensation for such services shall be agreed to by the Trust and the Operating Partnership service provider;
(j) advising the Trust in connection with banks public 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 and broker-dealers or negotiate private sales of Shares shares or obtain Loans for other securities of the Company and Trust, or loans to the Operating PartnershipTrust, but in no event in such a way so that the Advisor shall could be deemed to be acting as broker-a 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;
(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) 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;
(k) provide quarterly and at any other time requested by the Company Trustees, making reports to the Trustees regarding the Trust's performance to date in relation to the Trust's approved Business Plan and its various components, as well as the Operating Partnership with all necessary cash management Advisor's performance of the foregoing services;
(l) do making or providing appraisal reports, where appropriate, on investments or contemplated investments of the Trust;
(m) assisting in preparation of reports and other documents necessary to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective communications with shareholders of the Trust; and
(n) doing all things necessary to assure ensure its ability to render the services described in this Agreement;
(m) deliver tocontemplated herein, 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible including providing office space and office furnishings and personnel necessary for the performance of the duties set forth in this Section 3foregoing services as Advisor, all at its own expense, except as otherwise expressly provided for herein.
Appears in 1 contract
Sources: Advisory Agreement (Continental Mortgage & Equity Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Articles of Incorporation and Bylaws of the Company and the Operating Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisor;
(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 the Company and the Operating Partnership;
(c) investigate, select, and, on behalf of the Company and the Operating Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating Partnership;
(e) 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 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 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 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;
(h) 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 negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for 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;
(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) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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;
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an a Permitted Affiliate:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company’s assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company and assist the Directors in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) subject to the provisions of Section Paragraphs 3(g) and 4 hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty; and (viv) enter into leases and service contracts for Real Estate Assets Company Property 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 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to the Board of Directors when appropriate.Property;
(f) upon request, provide the Directors with periodic reports regarding prospective investmentsinvestments in Properties;
(g) make obtain the prior approval of the Directors (including a majority of all Independent Directors) for any and all investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Properties;
(h) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(i) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties;
(j) 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;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) deliver to, to or maintain on behalf of, 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;Properties; and
(n) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted by the Directors, and as amended from time to time with by the approval Board of the StockholdersDirectors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Prospectus, Articles of Incorporation and Bylaws of the Company and the Operating Partnership AgreementCompany, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the Company’s and the Operating Partnership’s 's investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Company's assets and investment policies;
(b) provide the daily management for of the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company and the Operating PartnershipCompany;
(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 uncertificated Shares, if any, and acting as transfer agent for the Company's uncertificated Shares, if any;
(d) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, real estate management companies, real estate operating companies, securities investment advisors, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, including but not limited to, to entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(de) consult with the officers and the Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company’s 's financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(ef) subject to the provisions of Section 4 paragraphs (g) and (h) hereof, (i) participate in formulating an investment strategy and asset allocation framework, (ii) locate, analyze and select potential Investmentsinvestments in Properties, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments investment in Properties will be made; (iviii) research, identify, review and recommend acquisitions and dispositions of Investments to the Board and make investments in Properties on behalf of the Company and or the Operating Partnership in compliance with the investment objectives and policies of the Company; (viv) 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 withwith the investments in, InvestmentsProperty; and (viv) enter into leases and service contracts for Real Estate Assets Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Real Estate Assets; Company Property;
(viig) 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; (x) manage accounting and other record-keeping functions for the Company and the Operating Partnership; and (xi) recommend various liquidity events to provide the Board of Directors when appropriate.
(f) upon request, provide the Directors with periodic reports regarding prospective investments;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Boardin Properties;
(h) obtain the prior approval of the Board of Directors (including a majority of all Independent Directors) for any and all investments in Properties;
(i) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for Loans loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and the Operating PartnershipCompany, 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 PartnershipCompany;
(ij) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and the Operating Partnershipin Properties;
(jk) from time to time, or 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 and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kl) provide the Company and the Operating Partnership with all necessary cash management services;
(lm) do all things necessary to assure its ability to render the services described in this Agreement;
(mn) deliver to, to or maintain on behalf of, 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;Properties; and
(no) notify the Board of Directors of all proposed material transactions before they are completed; and
(o) effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3.
Appears in 1 contract
Sources: Advisory Agreement (Behringer Harvard Real Estate Investment Trust I Inc)
DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company Trust (including in its capacity as general partner of the Controlled Partnership) and the Operating Controlled Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Trust as determined and adopted by the Directors, and as amended from time to time with by the approval of the StockholdersBoard. In performance of this undertaking, subject to the supervision of the Directors Board and consistent with the provisions Investment Guidelines, the Declaration of the Articles of Incorporation and Bylaws of the Company Trust and the Operating Partnership AgreementBylaws, the Advisor shall, either directly or by engaging an Affiliate:
(a) serve as the CompanyTrust’s and the Operating Controlled Partnership’s investment and financial advisoradvisor and provide research and economic and statistical data in connection with the Trust’s and the Controlled Partnership’s assets and investment policies;
(b) provide the daily management for of the Company Trust and the Operating Controlled Partnership and perform and supervise the various administrative functions reasonably necessary for the management of the Company Trust and the Operating Controlled Partnership, including: the collection of revenues and the payment of the Trust’s and the Controlled Partnership’s debts and obligations; maintenance of appropriate computer services to perform such administrative functions; keeping the Trust’s and the Controlled Partnership’s books and records; and organizing meetings of the Board;
(c) investigate, select, and, on behalf of the Company Trust and the Operating Controlled Partnership, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, appraisers, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property managers, 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, including but not limited to, to entering into contracts in the name of the Company Trust and the Operating Partnership Controlled Partnership, with any of the foregoing;
(d) consult with the officers and Directors of the Company Trustees and assist the Directors Trustees in the formulation and implementation of the CompanyTrust’s financial financial, valuation and other policies, and, as necessary, furnish the Directors Trustees with advice and recommendations with respect to the making of investments and dispositions consistent with the investment objectives and policies of the Company Trust and in connection with any borrowings proposed to be undertaken by the Company Trust or the Operating Controlled Partnership;
(e) 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 InvestmentsInvestments to be made by the Trust or the Controlled Partnership, (iiiii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be mademade and disposed of by the Trust and the Controlled Partnership; (iviii) research, identify, review make and recommend acquisitions and dispositions dispose of Investments to the Board and make investments on behalf of the Company Trust and the Operating Controlled Partnership in compliance with the investment objectives and policies of the CompanyTrust and the Controlled Partnership; (viv) 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, with the Trust’s and the Controlled Partnership’s Investments; and (viv) enter into leases and service contracts for Real Estate Assets on behalf of the Trust and the Controlled Partnership and their respective assets and Investments 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 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; (x) manage accounting and other record-keeping functions for the Company Trust and the Operating Partnership; Controlled Partnership and (xi) recommend various liquidity events to the Board of Directors when appropriate.their respective assets and Investments;
(f) upon request, provide the Directors Trustees with periodic reports regarding prospective investmentsInvestments to be made by the Trust and the Controlled Partnership;
(g) make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the Board;
(h) negotiate on behalf of the Company Trust and the Operating Controlled Partnership with banks or lenders for Loans loans to be made to the Company and Trust or the Operating Controlled Partnership, and negotiate on behalf of the Company and Trust or the Operating Controlled Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain Loans loans for the Company and Trust or the Operating Controlled 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 Trust or the Operating Controlled Partnership, as applicable;
(ih) obtain reports (which may, but are not required to, may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments investments or contemplated investments of the Company and Trust or the Operating Controlled Partnership;
(ji) from time to time, or at any time reasonably requested by the DirectorsTrustees, make reports to the Directors Trustees of its performance of services to the Company and Trust or the Operating Controlled Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliates;
(kj) provide the Company Trust and the Operating Controlled Partnership with all necessary cash management services;
(lk) do all things necessary to assure its ability to render the services described in this Agreement;
(ml) deliver to, to or maintain on behalf ofof the Trust or the Controlled Partnership, the Company as applicable, copies of all appraisals obtained in connection with the investments in Properties;
(m) arrange, negotiate, coordinate and manage operations of any Real Estate Assets joint venture or co-investment interests held by the Trust or the Controlled Partnership and conduct all matters with any joint venture or co-investment partners;
(n) communicate on the Trust’s or the Controlled Partnership’s behalf with the respective holders of any of the Trust’s or the Controlled 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;
(o) evaluate and recommend to the Board modifications to the hedging strategies in effect and cause the Trust to engage in overall hedging strategies consistent with the Trust’s status as a REIT and with the Trust’s Investment Guidelines;
(p) advise the Trust regarding the maintenance of the Trust’s status as a REIT and monitor compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder;
(q) advise the Trust regarding the maintenance of the Trust’s exemption from the Investment Company Act of 1940, as amended (the “Investment Company Act”), and monitor compliance with the requirements for maintaining an exemption from that Act;
(r) monitor the operating performance of the Trust’s and the Controlled Partnership’s 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;
(s) invest or reinvest any money of the Trust or the Controlled 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 Trust’s shareholders and the Controlled Partnership’s partners), and advise the Trust and the Controlled Partnership as to the Trust’s or the Controlled Partnership’s respective capital structure and capital raising;
(t) cause the Trust and the Controlled 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 REIT provisions of the Code and to conduct quarterly compliance reviews thereto, as applicable;
(u) cause the Trust and the Controlled Partnership to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses;
(v) assist the Trust in maintaining the registration of the Shares under federal securities laws (including the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002) and complying with all federal, state and local regulatory requirements applicable to the Trust in respect of the Trust’s business activities, including 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 Securities Exchange Act of 1934, as amended;
(w) take all necessary actions to enable the Trust and the Controlled Partnership to make required tax filings and reports, including soliciting shareholders for required information to the extent provided by the REIT provisions of the Code;
(x) handle and resolve all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Trust or the Controlled Partnership may be involved or to which the Trust or the Controlled Partnership may be subject, arising out of the Trust’s or the Controlled Partnership’s day-to-day operations, subject to such limitations or parameters as may be required to be obtained imposed from time-to-time by the Board;
(ny) notify use commercially reasonable efforts to cause expenses incurred by or on behalf of the Trust and the Controlled Partnership to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board of Directors of from time-to-time;
(z) perform such other services as may be required from time-to-time for management and other activities relating to the Trust’s and the Controlled Partnership’s respective assets as the Board will reasonably request or the Advisor will deem appropriate under the particular circumstances;
(aa) use commercially reasonable efforts to cause the Trust and the Controlled Partnership to comply with all proposed material transactions before they are completedapplicable laws; and
(obb) effect any private placement of OP Unitscalculate the Trust’s and the Controlled Partnership’s respective net asset values, tenancyrecommend independent valuation experts, third-in-common or party appraisal managers and appraisers and perform valuations and other interests services, each as provided in Investments as may be approved by the Board. Notwithstanding the foregoing, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or any Affiliate remains responsible for the performance of the duties set forth in this Section 3Valuation Guidelines.
Appears in 1 contract
Sources: Investment Advisory Agreement (Fidelity Property Income Trust)
DUTIES OF THE ADVISOR. The Advisor undertakes to use Advisor, in its best efforts to present to capacity as manager of the Company assets and the Operating Partnership potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies day-to-day operations of the Company as determined and adopted by the DirectorsCompany, and as amended from time to time with the approval of the Stockholders. In performance of this undertaking, at all times will be subject to the supervision of the Directors Manager and consistent with will have only such functions and authority as the provisions of Company may delegate to it including, without limitation, the Articles of Incorporation functions and Bylaws authority identified herein and delegated to the Advisor hereby. The Advisor will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the Operating Partnership Agreementassets and operations of the Company as may be appropriate, the Advisor shallincluding, either directly or by engaging an Affiliatewithout limitation:
(a) serve as the Company’s and the Operating Partnership’s investment and financial advisor;
(b) provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions reasonably necessary for the day-to-day management of the Company and operations of the Operating PartnershipCompany, including the administrative services described on Exhibit A to this Agreement;
(c) investigate, select, and, on behalf of the Company and the Operating PartnershipCompany, engage and conduct 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, 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, the registrar and the transfer agent and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including, but not limited to, entering into contracts in the name of the Company and the Operating Partnership with any of the foregoing;
(d) consult with the officers and Directors of the Company Manager and assist the Directors Manager in the formulation and implementation of the Company’s financial policies, and, as necessary, furnish the Directors Manager with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company or the Operating PartnershipCompany;
(e) 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 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 Manager and make investments Investments on behalf of the Company and the Operating Partnership in compliance with the investment objectives and policies 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 objectivesobjectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (viiviii) select Joint Venture partners, structure and negotiate corresponding agreements and oversee and monitor these relationships; (viiiix) oversee Affiliated engage, oversee, supervise and non-Affiliated evaluate property managers who perform services for the Company or the Operating PartnershipCompany; (ixx) oversee Affiliated engage, oversee, supervise and non-Affiliated evaluate Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; and (xxi) manage accounting and other record-keeping functions for the Company Company, including reviewing and analyzing the Operating Partnership; capital and (xi) recommend various liquidity events to operating budgets for the Board of Directors when appropriate.Real Estate Assets and generating an annual budget for the Company;
(f) upon request, but no less than quarterly, provide the Directors Manager with periodic reports regarding prospective investments;
(g) negotiate the terms of and make investments in, and dispositions of, Investments within the discretionary limits and authority as granted by the BoardManager;
(h) within the discretionary limits and authority as granted by the Manager, negotiate on behalf of the Company and the Operating Partnership with banks or other lenders for Loans to be made to the Company and the Operating PartnershipCompany, and negotiate on behalf of the Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate private sales of Shares or obtain Loans for the Company and the Operating PartnershipCompany, but in no event in such a way manner 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 PartnershipCompany;
(i) at least quarterly, and at any other time reasonably requested by the Manager, 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 PartnershipCompany;
(j) from time to timeat least quarterly, or and at any other time reasonably requested by the DirectorsManager, make reports to the Directors Manager of its performance of services to the Company and the Operating Partnership under this Agreement, Agreement (including reports with respect to potential conflicts of interest involving the Advisor or any of its affiliatesAffiliates), the composition and characteristics of the Company’s portfolio, and compliance with the Company’s Investment Guidelines and other policies approved from time to time by the Manager;
(k) provide the Company and the Operating Partnership with all necessary cash management services;
(l) do all things necessary to assure its ability to render the services described in this Agreement;
(m) 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 BoardManager;
(nm) notify the Board of Directors Manager of all proposed material transactions outside of the Advisor’s delegated authority before they are completed; andcompleted and obtain Manager approval of same;
(on) negotiate and effect any private placement of OP Unitslimited partnership interests, tenancy-in-common (TIC) or other interests in Investments as may be approved by the Board. Notwithstanding Manager;
o) render such services as may be reasonably determined by the foregoing, Manager consistent with the Advisor may delegate any terms and conditions herein;
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 Internal Revenue Service and other regulatory agencies;
q) do all things necessary to assure its ability to render the services described in this Agreement;
r) advise the Company regarding the maintenance of the foregoing duties to any Person so long Company’s qualification as a REIT and monitor the Advisor or any Affiliate remains responsible for Company’s compliance with the performance of the duties various REIT qualification requirements and other rules set forth in this Section 3the 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;
s) advise the Company regarding the maintenance of its exemption from the status of an investment company required to register under the 1940 Act, and monitor compliance with the requirements for maintaining such exemption and using commercially reasonable efforts to cause it to maintain such exemption from such status;
t) assist the Company in qualifying to do business in all applicable jurisdictions in which the Company or its subsidiaries do business, and ensure that the Company and its subsidiaries obtain and maintain all applicable licenses;
u) assist the Company in complying with all regulatory requirements applicable to them with respect to their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings;
v) if requested by the Company, provide, or cause another qualified third party to provide, such internal audit, compliance and control services as may be requested;
w) handle and resolve on behalf of the Company (including its subsidiaries) all routine claims, disputes or controversies, including all routine litigation, arbitration, settlement or other proceedings or negotiations, in which the Company or its 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 Manager; and
x) use commercially reasonable efforts to cause the Company and its subsidiaries to comply with all applicable laws.
Appears in 1 contract
Sources: Advisory Agreement (Nexpoint Real Estate Strategies Fund)