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Statement of Policy Regarding Buy Side Representation

Background
Capital and Counties USA, Inc. (“C&C”) places a high value on the service provided by the brokerage community and is prepared to pay referral and brokerage fees when appropriate. We are prepared to pay buy side brokerage and referral fees in order to encourage the brokerage community to submit investment opportunities that we may not otherwise receive.

Off Market Transactions
Representation will be recognized and fees paid in respect to off market property and portfolio transactions provided:
1. We have not had discussions with the property or portfolio owner with respect to an acquisition within a 120-day period prior to the property or portfolio being submitted.
2. We have not previously recognized another broker with respect to the property or portfolio. However, no buy side fee will be paid if the property or portfolio becomes subject to an exclusive listing or sales agreement or otherwise is put on the open market by the owner at any time subsequent to the property being submitted to C&C (i.e. the transaction is no longer an off market situation).

Marketed Transactions
Because C&C has established relationships with brokers and brokerage companies in the geographic areas in which it operates, a large proportion of listed properties are routinely presented in the normal course of business. C&C will not normally pay a referral fee or commission to outside brokers in such instances. In certain instances where a property has been listed and is being actively marketed for a period of 14 days and C&C has not been notified of its availability, C&C may, in its sole and absolute discretion, consent to buy side broker representation provided the property has not been presented to C&C within the previous six calendar months.

Exceptions Notwithstanding the conditions set forth above, C&C may elect to compensate a broker or referring party if C&C determines in its sole discretion that such party has brought value to a completed transaction.

Written Acknowledgement
No fee shall be paid by C&C unless the broker or referring party has received a written agreement from C&C with respect to the fee.

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