AMENDED AND RESTATED
ADVISORY AGREEMENT
between
FRANKLIN SELECT REALTY TRUST
and
FRANKLIN PROPERTIES, INC.
THIS AMENDED AND RESTATED ADVISORY AGREEMENT ("Agreement") is dated
as of January 1, 2000, between FRANKLIN SELECT REALTY TRUST, a California
corporation (the "Company"), and FRANKLIN PROPERTIES, INC., a California
corporation (the "Advisor").
WHEREAS, the Company and the Advisor entered into a certain
agreement (the "Old Agreement") captioned "Advisory Agreement between
Franklin Select Real Estate Income Fund and Franklin Properties, Inc.," dated
as of March 1, 1989.
WHEREAS, the Company and the Advisor entered into a certain
agreement captioned "First Amendment to Advisory Agreement between Franklin
Select Real Estate Income Fund and Franklin Properties Inc.," dated as of
October 1, 1994, pursuant to which the Agreement was amended to reflect
certain changes in the compensation paid to the Advisor as approved by the
shareholders.
WHEREAS, the Company and the Advisor entered into a certain agreement
captioned "Amended and Restated Advisory Agreement between Franklin Select
Real Estate Income Fund and Franklin Properties Inc.," dated as of January
1,1999, pursuant to which the Agreement was amended to reflect certain
changes in the terms of the Advisory Agreement..
Whereas, at a special meeting on January 25, 2000, the shareholders
of the Company approved a sale of all of the Company's real estate assets and
a Plan of liquidation and dissolution and the Directors of the Company
subsequently adopted the Plan of liquidation and dissolution.
Whereas, the Company and the Advisor desire to renew and continue
the Advisory Agreement dated January 1, 1999 as amended below to reflect the
operating circumstances arising from the liquidation of the Company.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants in the Old Agreement and this Agreement, the parties agree as
follows:
1. Duties of Advisor. The Advisor agrees to use its best efforts to
present to the Company (a) a continuing and suitable investment program
consistent with the investment policies and objectives of the Company and the
Plan of liquidation and dissolution. and (b) investment opportunities of a
character consistent with the investment program as the Directors may adopt
from time to time. In performance of this undertaking, subject to the
supervision of the Directors and upon their direction, and consistent with
the provisions of the Articles of Incorporation and Bylaws of the Company,
the Advisor shall:
(a) furnish or obtain and supervise the day-to-day
operations of the Company;
(b) serve as the Company's investment and financial advisor
and provide research, economic and statistical data in connection with the
Company's investments and investment and financial policies;
(c) on behalf of the Company, investigate, select and
conduct relationships with consultants, investment banks, lenders,
mortgagors, brokers, investors, shareholders, transfer agents, builders,
developers and others;
(d) consult with the Directors and furnish the Directors
with advice and recommendations with respect to making, acquiring (by
purchase, investment, exchange or otherwise), holding and disposing (through
sale, exchange or otherwise) of investments consistent with the policies and
provisions of the Company;
(e) on behalf of the Company, investigate, select and commit
to purchase (subject to board approval) investments consistent with the
policies and provisions of the Company and in accordance with the policies
and guidelines established by the Directors, provided that actual investments
shall be made only with the prior approval of a majority of a quorum of the
Directors or by written consent of all Directors;
(f) obtain for the Directors such services as may be
required in acquiring and disposing of investments, disbursing and collecting
the funds of the Company, paying the debts and fulfilling the obligations of
the Company and handling, prosecuting and settling any claims of the Company;
(g) obtain for the Company such services as may be required
for property management, including property management services rendered by
an affiliate of the Advisor, and other activities relating to the investment
portfolio of the Company;
(h) advise in connection with and conduct negotiations by or
on behalf of the Company with investment banking firms, securities brokers or
dealers and other institutions or investors for public or private sales of
Shares or other securities of the Company, or obtain loans for the Company,
but in no event in such a way that the Advisor could be deemed to be acting
as a broker-dealer or underwriter;
(i) provide, at the Company's expense, office space, office
furnishings, personnel and other overhead items necessary and incidental to
the Company's business and operations;
(j) from time to time or at any time requested by the
Directors, make reports to the Directors of its performance of services under
this Agreement;
(k) obtain appraisal reports, where appropriate, on
investments or contemplated investments of the Company;
(l) provide, at the Company's expense and at the direction of
the Board of Directors, accounting and related services necessary to the
preparation of the Company's financial statements, regulatory filings, and
tax returns; and
(m) do all things necessary to assure its ability to render
the services described in this Agreement.
2. NO PARTNERSHIP OR JOINT VENTURE. The Company and the
Advisor are not partners or joint venturers with each other and nothing in
this Agreement shall be construed to make the parties partners or joint
venturers or impose any liability as a partner or joint venturer on either of
them.
3. RECORDS. At all times, the Advisor shall keep proper
books of account and records relating to services performed under this
Agreement, which shall be accessible for inspection by the Company at any
time during ordinary business hours.
4. REIT QUALIFICATIONS. Notwithstanding anything else in
this Agreement, the Advisor shall refrain from any action (including, without
limitation, performing services for tenants of property or managing or
operating real property) which, in its sole judgment made in good faith or in
the judgment of the Directors of which the Advisor has written notice, would
adversely affect the status of the Company as a real estate investment trust
as defined and limited in the Code, which would violate any law, rule,
regulation or statement of policy of any governmental body or agency having
jurisdiction over the Company or over its securities, or which would
otherwise not be permitted by the Company's Bylaws.
5. BANK ACCOUNTS. The Advisor, at the expense of the
Company, may establish and maintain one or more bank accounts in its own
name, and may collect and deposit into any one or more accounts, and disburse
from any account or accounts, any money on behalf of the Company, on the
terms and conditions as the Directors may approve, provided that no funds
shall be commingled with funds of the Advisor; and the Advisor shall from
time to time give an appropriate accounting of collections and payments to
the Directors and to the auditors of the Company.
6. BOND. The Advisor, if and to the extent that the
Directors require, shall maintain a fidelity bond with a responsible surety
company in such amount as the Directors may require from time to time,
covering all directors, officers, employees and agents of the Advisor
handling funds of the Company and any investment documents or records
pertaining to investments of the Company. The bond shall inure to the
benefit of the Company in respect of losses of any property from acts of the
directors, officers, employees and agents of the Advisor through theft,
embezzlement, fraud, negligence, error or omission or otherwise. The premium
for the bond shall be an expense of the Company.
7. INFORMATION FURNISHED ADVISOR. The Directors shall at
all times keep the Advisor fully informed with regard to the investment
policy of the Company, the capitalization policy of the Company and,
generally, their current intentions as to the future of the Company. In
particular, the Directors shall notify the Advisor promptly of their
intention to sell or otherwise dispose of any of the Company's investments or
to make any new investment. The Company shall furnish the Advisor with a
certified copy of all financial statements, a signed copy of each report
prepared by independent certified public accountants and all other
information with regard to the Company's affairs as the Advisor may
reasonably request.
8. CONSULTATION AND ADVICE. In addition to the services
described elsewhere in this Agreement, the Advisor shall consult with the
Directors, and shall, at the request of the Directors or the officers of the
Company, give advice and recommendations with respect to other aspects of the
business and affairs of the Company. In general, the Advisor shall inform
the Directors of any factors, which come to its attention which the Advisor
believes would influence the policies of the Company, except to the extent
that giving that information would involve a breach of fiduciary duty.
9. DEFINITIONS. As used in this Agreement, the following
terms shall have the meanings indicated:
(a) "Affiliate" means as to any Person (i) any other Person
directly or indirectly controlling, controlled by or under common control
with such Person, (ii) any other person owning or controlling 10% or more of
the outstanding voting securities or beneficial interest of such Person,
(iii) any officer, director, trustee or general partner of such Person and
(iv) if such other Person is an officer, director, trustee or partner of
another entity, then the entity for which that Person acts in any such
capacity.
(b) "Average Invested Assets" means for any period the
average of the aggregate book value of the assets of the Company invested,
directly or indirectly, in equity interests in and loans secured by real
estate, before reserves for depreciation or bad debts or other similar
non-cash reserves computed by taking the average of such values at the end of
each month during such period.
(c) "Fiscal Year" means any period for which an income tax
return is submitted to the Internal Revenue Service and which is treated by
the Internal Revenue Service as a reporting period for the Company.
(d) "Mortgage Investment" means the assets of the Company
invested in any mortgage loans, mortgage-backed securities, notes, bonds or
other evidences of indebtedness or obligations which are secured or
collateralized by interests in real estate.
(e) "Net Income" means the total revenues of the Company for
any period, computed on the basis of its results of operations for that
period, after deduction of all expenses, excluding, however, any additions to
reserves for depreciation or bad debts or other similar non-cash reserves.
(f) "Person" means an individual, corporation, partnership,
joint venture, association, company, trust, bank or other entity, or
government and any agency and political subdivision of a government.
(g) "Real Estate Assets" means for any calendar quarter, the
aggregate book value of the assets of the Company on the last day of the
quarter, invested directly or indirectly in interests in real estate, before
reserves for depreciation, bad debts, or other similar non-cash reserves, as
set forth in the Company's financial statements (which may be unaudited
except as elsewhere provided in this Agreement), prepared quarterly on an
accrual basis in accordance with generally accepted accounting principles.
Real Estate Assets do not include Mortgage Investments.
10. ADVISOR COMPENSATION(a) At the end of each calendar quarter
or such other interval as the parties shall agree, the Company shall pay to
the Advisor as compensation for the advisory services rendered to the Company
hereunder a quarterly fee equal to $50,000 for the first calendar quarter of
the year and thereafter a quarterly fee equal to $35,000 .
(b) The Board has commenced a review of various strategic
alternatives available to Franklin Select Realty Trust (the "Company") which
may lead to a merger or sale of the REIT and/or its assets. However, it is
difficult to forecast how long this process may take or whether such a
transaction will occur. The Board recognizes that under these circumstances
it may be difficult for the Adviser to retain key employees necessary to the
operation of the Company. Moreover, the Board acknowledges that the Company
will derive substantial benefit in the execution of its strategic objectives
if certain key employees are retained until the strategic review is
complete. Therefore, the Board, on behalf of the company, may determine to
establish a fund for the purpose of creating an incentive to certain key
employees of the Advisor who might otherwise depart before the completion of
the Board's strategic review. The fund will be disbursed at the discretion
of the Board with the advice of the Advisor. Any such funds will be paid to
Advisor and paid to employees.
11. STATEMENTS. The Advisor shall furnish to the Company at
least quarterly, beginning with the second calendar quarter of the term of
this Agreement, a statement showing the computation of the fee payable in
respect of the preceding calendar quarter under Section 10, even after the
termination of this Agreement. The final settlement of any fees for each
Fiscal Year shall be subject to adjustment in accordance with, and upon
completion of, the annual audit of the Company's financial statement; any
payment by the Company or repayment by the Advisor indicated as a result of
the audit shall be made promptly after the completion of the audit and shall
be reflected in the audited statements to be published by the Company.
12. COMPENSATION FOR ADDITIONAL SERVICES.
(a) Where appropriate in the sole judgment of the Directors
or the Advisor, an Affiliate of the Advisor may be retained to perform
property management services for the Company.
(b) If and to the extent that the Company shall request the
Advisor, or any director, officer, partner or employee of the Advisor, to
perform services for the Company other than those required under this
Agreement, the additional services, if performed, will be compensated
separately on terms to be agreed between that party and the Company.
13. EXPENSES OF THE ADVISOR. Without regard to the amount of
compensation received under this Agreement by the Advisor, the Advisor shall
bear the following expenses:
(a) employment expenses of the officers and directors of the
Advisor;
(b) telephone, utilities, office furniture and furnishings
and other office expenses of the Advisor; and
(c) miscellaneous administrative and other expenses of the
Advisor not relating to the performance by the Advisor of its functions
hereunder.
14. EXPENSES OF THE COMPANY. Except as expressly otherwise
provided in this Agreement, the Company shall pay all its expenses not
expressly assumed by the Advisor, and without limiting the generality of the
foregoing it is specifically agreed that the following expenses of the
Company shall be paid by the Company and shall not be paid by the Advisor:
(a) the cost of money borrowed by the Company;
(b) taxes on income and taxes and assessments on real
property and all other taxes applicable to the Company;
(c) real estate brokerage and sales commissions with respect
to the purchase or sale of real estate assets of the Company payable to real
estate brokers who cooperate with the Advisor in such transactions, and
brokerage and sales commissions with respect to the purchase or sale of
Mortgage Investments payable to mortgage brokers who cooperate with the
Advisor in such transactions;
(d) legal, accounting, underwriting commissions and fees and
any other fees and costs, including due diligence, qualification of
securities for sale in various states, listing of securities on a securities
exchange, printing, engraving and other expenses and taxes incurred in
connection with the issuance, distribution, transfer, registration, marketing
and listing of the Company's securities, including compensation of employees
of the Advisor and direct expenses of officers and employees of the Advisor
and affiliates while directly engaged in such activities on behalf of the
Company;
(e) fees, salaries and other employment costs, taxes and
expenses paid to Directors, officers and employees of the Company, including
persons who may be employees of the Advisor, other than officers of the
Advisor, or of any company which controls, is controlled by or is under
common control with the Advisor, incurred with respect to and allocable to
the prudent operation and business of the Company, other than as provided
under Section 13(a) above.
(f) fees and expenses paid to independent contractors,
appraisers, consultants, managers and other agents retained by or on behalf
of the Company and expenses (including expenses for Persons who may also be
officers or employees of the Advisor) connected with the acquisition,
financing, refinancing, disposition and ownership of real estate interests or
other property, including insurance premiums, legal services, brokerage and
sales commissions, maintenance, repair and improvement of property;
(g) expenses of maintaining and managing real estate
interests;
(h) insurance as required by the Directors (including
Directors' liability insurance);
(i) the expenses of organizing, revising, amending,
converting, modifying or terminating the Company;
(j) expenses connected with payments of dividends or interest
or distributions in cash or any other form made or caused to be made by the
Directors to holders of securities of the Company;
(k) all expenses connected with communications to holders of
securities of the Company and the other bookkeeping and clerical work
necessary in maintaining relations with holders of securities, including the
cost of printing and mailing certificates for securities, proxy solicitation
materials and reports to holders of the Company's securities;
(1) the cost of any accounting, statistical or bookkeeping
equipment necessary for the maintenance of the books and records of the
Company;
(m) transfer agent's, registrar's, dividend disbursing
agent's, dividend reinvestment plan agent's and indenture trustee's fees and
charges;
(n) legal, accounting and auditing fees and expenses not
included in (d) and (f) of this Section 14; and
(o) other ordinary and necessary expenses of the business and
affairs of the Company, other than those allocable to the Advisor under
Section 13 above.
The Company shall reimburse the Advisor or its affiliates for the
cost of rent, goods or materials furnished or advanced by them for the
benefit of the Company, and for services rendered for the benefit of the
Company. The Company's costs for services and goods provided by the Advisor
to the Company shall be based upon the cost to the Advisor and an allocable
portion of the actual compensation (including employment taxes and benefits)
of Persons involved plus an appropriate share of overhead allocable to each
Person who rendered services for the benefit of and on the business affairs
of the Company. The amounts charged to the Company by the Advisor and its
Affiliates shall not exceed those which the Company would be required to pay
to independent parties for comparable rent, materials, goods or services.
15. REFUND BY ADVISOR. In addition to the provisions of
Section 10 hereof, within 60 days after the end of any calendar year which
begins following the date the Company first commences operations after
reaching its minimum capital subscription amount, the Advisor will refund to
the Company the amount, if any, by which the Operating Expenses (as defined
in this Section 15) of the Company during such Calendar Year exceeded the
greater of (a) 2% of the Average Invested Assets or (b) 25% of Net Income
unless the Independent Directors of the Company shall have affirmatively
determined that due to unusual and non-recurring factors, such higher level
of Operating Expenses is justified for such year. For the purposes of this
Section 15, "Operating Expenses" during the Calendar Year means the aggregate
annual expenses of every character regarded as Operating Expenses in
accordance with generally accepted accounting principles, as determined by
independent accountants selected by the Directors, including regular
compensation payable to the Advisor, excluding, however, the following: (i)
the cost of money borrowed by the Company; (ii) taxes on income and taxes and
assessments on real property and all other taxes applicable to the Company;
(iii) expenses of acquiring, financing, refinancing, disposing of,
maintaining, managing and owning real estate equity interests or other
property (including the costs of legal services, brokerage and sales
commissions, maintenance, repair and improvement of property); (iv) insurance
as required by the Directors (including any Directors' liability insurance);
(v) expenses of organizing, revising, amending, converting, or terminating
the Company; (vi) expenses connected with payments of dividends or interest
or distributions in cash or any other form made or caused to be made by the
Directors to holders of securities of the Company; (vii) all expenses
connected with communications to holders of securities of the Company and the
other bookkeeping and clerical work necessary in maintaining relations with
holders of securities of the Company, including the cost of printing and
mailing certificates for securities and proxy solicitation materials and
reports to holders of securities of the Company; (viii) transfer agent's,
registrar's, dividend disbursing agent's, warrant agent's, dividend
reinvestment plan agent's and indenture trustee's fees and charges, (ix)
other legal, accounting and auditing fees and expenses; and (x) non-cash
expenditures (including depreciation, amortization and bad debt reserve).
16. OTHER ACTIVITIES. Nothing in this Agreement shall
prevent the Advisor or any of its officers, directors or employees or any of
its affiliates from engaging in other business activities related to real
estate investments, from making investments permitted to the Company by the
Company's Bylaws or from acting as advisor to any other person or entity even
though having investment policies similar to the Company (including another
real estate investment trust). The Advisor and its officers, directors or
employees and any of its Affiliates shall be free from any obligation to
present to the Company any particular investment opportunity which comes to
the Advisor or such persons, regardless of whether such opportunity is within
the Company's investment policies, provided, that the Advisor will give due
consideration to the investment objectives and financial capabilities of the
Company in determining whether to present an investment opportunity to the
Company or to another entity for which the Advisor provides similar services.
17. TERM: TERMINATION OF AGREEMENT. This Agreement shall
continue in force through December 31, 1999, and thereafter it may be renewed
annually, subject to the approval thereof by a majority of the Independent
Directors. Notice of renewal shall be given in writing by the Directors to
the Advisor not less than 60 days before the expiration of this Agreement or
of any extension of this Agreement. Notwithstanding any other provision to
the contrary, this Agreement may be terminated for any reason upon 60 days'
written notice by the Company to the Advisor or 180 days' written notice by
the Advisor to the Company, in the former case by the action of the
Directors, the Independent Directors or a majority of the shareholders of the
Company.
18. AMENDMENTS. This Agreement shall not be changed,
modified, terminated or discharged in whole or in part except by an
instrument in writing signed by both parties, or their respective successors
or assigns, or otherwise as provided in this Agreement.
19. ASSIGNMENT. This Agreement shall not be assignable by
the Advisor without the consent of the Company, except an assignment to an
Affiliate of the Advisor, or to a corporation, association, trust or other
successor organization which may take over the property and carry on the
affairs of the Advisor. A proper assignment or any other assignment of this
Agreement by the Advisor shall bind the assignee under this Agreement and by
the terms of the assignment in the same manner as the Advisor is bound. This
Agreement shall not be assignable by the Company without the consent of the
Advisor, except in the case of assignment by the Company to a corporation,
association, trust or other organization which is a successor to the
Company. The successor shall be bound under this Agreement and by the terms
of said assignment in the same manner as the Company is bound.
20. DEFAULT, BANKRUPTCY, ETC. At the option solely of the
Directors, this Agreement shall be and become terminated immediately upon
written notice of termination from the Directors to the Advisor if any of the
following events shall occur:
(a) If the Advisor shall violate any provision of this
Agreement, and after notice of the violation shall not have cured the default
within thirty (30) days or begun action within thirty (30) days to cure the
default which shall be completed with reasonable diligence; or
(b) If the Advisor shall be adjudged bankrupt or insolvent by
a court of competent jurisdiction, or an order shall be made by a court of
competent jurisdiction for the appointment of a receiver, liquidator or
trustee of the Advisor or of all or substantially all of its property by
reason of the foregoing, or approving any petition filed against the Advisor
for its reorganization, and the adjudication or order shall remain in force
or unstayed for a period of thirty (30) days; or
(c) If the Advisor shall institute proceedings for voluntary
bankruptcy or shall file a petition seeking reorganization under the federal
bankruptcy laws, or for relief under any law for the relief of debtors, or
shall consent to the appointment of a receiver for itself or for all or
substantially all its property, or shall make a general assignment for the
benefit of its creditors, or shall admit in writing its inability to pay its
debts generally as they become due.
The Advisor agrees that if any of the events specified in
subsections (b) and (c) of this Section 20 shall occur, it will give written
notice of the event to the Directors within seven (7) days after the
occurrence of the event.
21. ACTION UPON TERMINATION. From and after the effective
date of termination of this Agreement, pursuant to Sections 17, 19 or 20
herein, the Advisor shall not be entitled to compensation for further
services performed after the date of termination, but shall be paid all
compensation accruing to the date of termination, including compensation
which may have been earned but deferred.
The Advisor shall promptly upon termination:
(a) pay over to the Company all moneys collected and held for
the account of the Company pursuant to this Agreement, after deducting any
accrued compensation and reimbursement for its expenses to which it is then
entitled;
(b) deliver to the Directors a full accounting, including a
statement showing all payments collected by it and a statement of all moneys
held by it, covering the period following the date of the last accounting
furnished to the Directors;
(c) deliver to the Directors all property and documents of
the Company then in the custody of the Advisor except for copies of
documents, which the Advisor may keep; and
(d) cooperate with the Directors to provide an orderly
management transition.
The parties to this agreement acknowledge that the Company has adopted or is
soon expected to adopt a Plan of Liquidation pursuant to which the real
estate assets of the Company are to be sold and the proceeds of the sale and
the other assets, net of liabilities and reserves, are to be distributed to
the shareholders of the Company. The Term of this Agreement will expire on
December 31, 2000 subject to earlier termination as provided Section 17
(Term: Termination of Agreement). Accordingly, notwithstanding the foregoing
provisions of this Section 21 (Action Upon Termination), the parties agree
that if the Company has on or before the expiration of the term of this
Agreement distributed in liquidation substantially all of its assets that (i)
Advisor will, without further cost or expense to the Company, maintain the
records of the Company in accordance with the Advisor's customary record
retention policies, and for a period of time no less than four years from the
expiration of this Agreement.
22. CHANGE OF NAME. Upon termination of this Agreement by
either party, the Directors shall forthwith cause the name of the Company to
be changed to a name not containing the name "Franklin" or any approximations
or abbreviations of that name and sufficiently dissimilar to that name as to
be unlikely to cause confusion with that name.
23. INDEMNIFICATION. The Advisor, its officers, directors,
shareholders, employees, agents, subsidiaries and assigns shall be
indemnified by the Company against any liability to the Company or its
shareholders resulting from errors in judgment or other acts or omissions,
whether or not disclosed, unless a court of competent jurisdiction determines
that the liabilities or losses resulted from fraud, negligence, misconduct or
other breach of fiduciary duty by that Person.
24. MISCELLANEOUS. The Advisor assumes no responsibility
under this Agreement other than to perform the services called for in good
faith, and shall not be responsible for any action of the Directors in
following or declining to follow any advice or recommendations of the
Advisor. Neither the Advisor nor its shareholders, directors, officers or
employees shall be liable to the Company, the Directors, the holders of
securities of the Company or to any successor or assigns of the Company
except by reason of acts constituting the negligent performance of their
duties.
25. NOTICES. Any notice, report or other communication
required or permitted to be given hereunder shall be in writing unless some
other method of giving such notice, report or other communication is accepted
by the party to whom it is given, and shall be given by being delivered at
the following addresses:
The Directors and/or the Company:
Franklin Select Realty Trust
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The Advisor:
Franklin Properties, Inc.
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Either party may at any time give notice in writing to the other party of a
change of its address for the purpose of this Section 25.
26. HEADINGS. The section headings have been inserted for
convenience of reference only and shall not be construed to affect the
meaning, construction or effect of this Agreement.
27. GOVERNING LAW. The provisions of this Agreement shall be
construed and interpreted in accordance with the laws of the State of
California as they apply to agreements solely among California residents to
be executed and performed entirely in California.
28. EXECUTION. This instrument is executed and made on
behalf of the Company by an officer who is a Director of the Company, not
individually but solely as an officer pursuant to the Company's Bylaws and
the obligations under this Agreement are not binding upon, nor shall resort
be had to the private property of, any of the Directors, shareholders,
officers, employees or agents of the Company personally, but bind only the
Company.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the day and year first above written.
COMPANY:
FRANKLIN SELECT REALTY TRUST
By
E. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chairman of the Special Committee
ADVISOR:
FRANKLIN PROPERTIES, INC.
By
President