0001144204-13-029616.txt : 20130515 0001144204-13-029616.hdr.sgml : 20130515 20130515164907 ACCESSION NUMBER: 0001144204-13-029616 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 19 CONFORMED PERIOD OF REPORT: 20130331 FILED AS OF DATE: 20130515 DATE AS OF CHANGE: 20130515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARC Realty Finance Trust, Inc. CENTRAL INDEX KEY: 0001562528 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-186111 FILM NUMBER: 13847993 BUSINESS ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-969-3000 MAIL ADDRESS: STREET 1: 405 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 10-Q 1 v344410_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013


o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 333-186111

ARC Realty Finance Trust, Inc.

(Exact Name of Registrant as Specified in its Charter)

Maryland		46-1406086
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

405 Park Avenue New York, New York		10022
(Address of Principal Executive Office)		(Zip Code)

(212) 415-6500

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x

(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of the registrant's common stock, $0.01 par value, outstanding as of May 14, 2013 was 97,778.

ARC REALTY FINANCE TRUST, INC.

(A Maryland Corporation in the Development Stage)

FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2013

TABLE OF CONTENTS

		Page
PART I
Item 1. Consolidated Financial Statements		1
Consolidated Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012		1
Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2013 and for the Period from November 12, 2012 (Date of Inception) to March 31, 2013 (Unaudited)		2
Consolidated Statements of Changes in Stockholder’s Equity (Deficit) for the Period from November 12, 2012 (Date of Inception) to March 31, 2013 (Unaudited)		3
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and for the Period from November 12, 2012 (Date of Inception) to March 31, 2013 (Unaudited)		4
Notes to Consolidated Financial Statements		5
Item 2. Management's Discussion and Analysis		15
Item 3. Quantitative and Qualitative Disclosures about Market Risk		21
Item 4. Controls and Procedures		21
PART II
Item 1. Legal Proceedings		22
Item 1A. Risk Factors		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		22
Item 3. Defaults upon Senior Securities		22
Item 4. Mine Safety Disclosures		22
Item 5. Other Information		22
Item 6. Exhibits		23
Signatures		24

PART I

Item 1. Financial Statements.

ARC REALTY FINANCE TRUST, INC.

(A Maryland Corporation in the Development Stage)

CONSOLIDATED BALANCE SHEETS

	March 31, 2013			December 31, 2012
ASSETS	(Unaudited)
Cash	$	6,000		$	573
Deferred costs		-			940,618
Total assets	$	6,000		$	941,191
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Accounts payable and accrued expenses	$	1,200,207		$	635,216
Due to affiliates		896,500			121,500
Total liabilities		2,096,707			756,716
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding		-			-
Common stock, $0.01 par value, 300,000,000 shares authorized, 8,888 shares issued and outstanding as of March 31, 2013 and December 31, 2012		89			89
Additional paid-in capital		(2,070,251	)		199,911
Accumulated deficit during the development stage		(20,544	)		(15,525	)
Total stockholder's equity (deficit)		(2,090,706	)		184,475
Total liabilities and stockholder's equity (deficit)	$	6,000		$	941,191

The accompanying notes are an integral part of this statement.

ARC REALTY FINANCE TRUST, INC.

(A Maryland Corporation in the Development Stage)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

	For the three months ended March 31, 2013			Period from November 2012 (Date of Inception) to March 31, 2013
	(Unaudited)
Revenues
Other income	$	1		$	1
Total Revenues		1			1
Expenses:
Professional fees		5,020			20,545
Total expenses		5,020			20,545
Net Loss	$	(5,019	)	$	(20,544	)

Comprehensive loss	$	(5,019	)	$	(20,544	)

The accompanying notes are an integral part of this statement.

ARC REALTY FINANCE TRUST, INC.

(A Maryland Corporation in the Development Stage)

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT)

For the Period from November 15, 2012 (date of inception) to March 31, 2013

	Common Stock							Accumulated Deficit During			Total
	Number of Shares		Par Value		Additional Paid-Capital			the Development Stage			Stockholder's Equity (Deficit)
Balance, November 15, 2012		-	$	-	$	-		$	-		$	-
Issuance of common stock		8,888		89		199,911			-			200,000
Net loss		-		-		-			(15,525	)		(15,525	)
Balance, December 31, 2012		8,888	$	89	$	199,911		$	(15,525	)	$	184,475
Net loss		-		-		-			(5,019	)		(5,019	)
Offering costs		-		-		(2,270,162	)		-			(2,270,162	)
Balance, March 31, 2013 (Unaudited)		8,888	$	89	$	(2,070,251	)	$	(20,544	)	$	(2,090,706	)

The accompanying notes are an integral part of this statement.

ARC REALTY FINANCE TRUST, INC.

(A Maryland Corporation in the Development Stage)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the three months ended March 31, 2013			Period from November 2012 (Date of Inception) to March 31, 2013
		(Unaudited)
Cash flows from operating activities:
Net loss	$	(5,019	)	$	(20,544	)
Adjustments to reconcile net loss to net cash used in operating activities
Change in accounts payable and accrued expenses		5,019			20,544
Net cash used in operating activities	$	-		$	-
Cash flows from financing activities:
Proceeds from issuance of common stock	$	-		$	200,000
Payments of offering costs		(413,061	)		(733,989	)
Advance from affiliate		418,488			539,989
Net cash provided by financing activities	$	5,427		$	6,000
Net change in cash	$	5,427		$	6,000
Cash, beginning of period		573			-
Cash, end of period	$	6,000		$	6,000

The accompanying notes are an integral part of this statement.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

Note 1 — Organization and Business Operations

ARC Realty Finance Trust, Inc. (the “Company”) was formed to primarily acquire, originate and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside the United States. The Company may also invest in commercial real estate securities, and commercial real estate properties. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Commercial real estate securities may include commercial mortgage-backed securities (“CMBS”), senior unsecured debt of publicly traded real estate investment trusts (“REITs”) and other publicly traded real estate companies and collateralized debt obligations (“CDOs”). As of March 31, 2013, the Company had not acquired any real estate debt or other investments.

The Company was incorporated on November 15, 2012, as a Maryland corporation that intends to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2013. The Company intends to offer for sale a maximum of $2.0 billion of common stock, $0.01 par value per share, on a “reasonable best efforts” basis, pursuant to a registration statement on Form S-11 (the “Offering”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. The Offering also covers the offer and sale of up to $400.0 million in shares of common stock pursuant to a distribution reinvestment plan (the “DRIP”) under which common stockholders may elect to have their distributions reinvested in additional shares of the Company’s common stock.

For at least until February 12, 2015, the per share purchase price in the Offering will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will be based on the greater of $23.75 per share or 95% of the estimated value of a share of common stock. Within six months after February 12, 2015, (the “NAV pricing date”) the Company will begin offering shares in the Offering at a per share purchase price that will vary quarterly and will be equal to the net asset value (“NAV”) divided by the number of shares outstanding as of the end of business on the first day of each fiscal quarter after giving effect to any share purchases or repurchases effected in the immediately preceding quarter (“per share NAV”) and applicable selling commissions and dealer manager fees will be added to the per share price for shares in the Company’s primary offering but not for the DRIP.

The Company has sold 8,888 shares of common stock to ARC Realty Finance Special Limited Partnership, LLC (the “Special Limited Partner”), an entity wholly owned by American Realty Capital VIII, LLC (the “Sponsor”) for $22.50 per share or a total of $0.2 million. Substantially all of the Company's business will be conducted through ARC Realty Finance Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. ARC Realty Finance Advisors, LLC (the “Advisor”), is the Company’s affiliated advisor. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP (“OP units”). Additionally, the Special Limited Partner, through the Advisor, expects to contribute $2,020 to the OP in exchange for 90 units of limited partner interest in the aggregate OP ownership, which will represent a nominal percentage of the aggregate OP ownership. The limited partner interests have the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.

The Company has no employees. The Company has retained the Advisor to manage its affairs on a day-to-day basis. Realty Capital Securities, LLC (the “Dealer Manager”), an entity under common ownership with the Sponsor, serves as the dealer manager of the Offering. The Advisor and Dealer Manager are related parties and will receive compensation and fees for services related to the Offering and the investment and management of the Company's assets. The Advisor and Dealer Manager will receive fees during the offering, acquisition, operational and liquidation stages.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

The consolidated financial statements and related footnotes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (‘‘GAAP’’) for interim financial statements. In the opinion of management, the interim data includes all adjustments necessary for a fair statement of the results for the periods presented. Interim period results may not be indicative of full year or future results. The unaudited consolidated financial statements do not include all information and notes required in annual audited financial statements in conformity with GAAP.

Note 2 — Summary of Significant Accounting Policies

Basis of Accounting

The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with GAAP.

Development Stage Company

The Company complies with the reporting requirements of development stage enterprises. Pursuant to the terms of the Offering, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of March 31, 2013, the Company had not reached such threshold, acquired or originated any commercial real estate debt, commercial real estate securities, or commercial real estate properties or earned any income.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding classification of investments, fair value measurements, credit losses and impairments of investments, and derivative financial instruments and hedging activities, as applicable.

Organizational Costs

Organizational costs may include accounting, legal and regulatory fees incurred related to the formation of the Company. Organizational costs are expensed as incurred.

Real Estate Debt Investments

Commercial real estate debt investments are intended to be held until maturity and, accordingly, will be carried at cost, net of unamortized origination fees, acquisition fees, discounts and unfunded commitments unless such loan or investment is deemed to be impaired. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a loan loss reserve. Interest income is recorded on the accrual basis and related discounts, premiums, origination costs and fees on investments are amortized over the life of the investment using the effective interest method. The amortization will be reflected as an adjustment to interest income in the Company’s consolidated statements of operations.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

Real Estate Securities

On the acquisition date, all of the Company’s commercial real estate securities will be classified as available for sale, and will be carried at fair value, with any unrealized gains (losses) reported as a component of accumulated other comprehensive income (loss) in the Company’s consolidated statement of stockholder's equity. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains (losses) on such securities will be recorded in unrealized gains (losses) on investments in the Company’s consolidated statement of operations. Interest income on commercial real estate securities will be recognized using the effective interest method with any purchased premium or discount recorded as an adjustment to interest income.

Credit Losses and Impairment on Investments

Real Estate Debt Investments

The Company will maintain a loan loss reserve on its commercial real estate debt investments, if appropriate. A provision will be established when the Company believes a loan is impaired, which is when it is deemed probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company will assess the credit quality of the portfolio and adequacy of reserves on at least a quarterly basis. To determine if a commercial real estate debt investment is impaired, the Company will consider the estimated net recoverable value of the loan as well as other factors, including but not limited to fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the economic situation of the region where the borrower does business. Because this determination is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date.

Income recognition will be suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Company, a full recovery of income and principal becomes doubtful. Income recognition will be resumed when the suspended loan becomes contractually current and performance is demonstrated to be resumed. A loan will be written off when it is no longer realizable and legally discharged.

Real Estate Securities

Commercial real estate securities for which the fair value option is not elected will be periodically evaluated for other-than-temporary impairment. A security where the fair value is less than amortized cost will be considered impaired. Impairment of a security will be considered to be other-than-temporary when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. If it is determined that an other-than-temporary impairment exists, the portion related to credit losses, where the Company does not expect to recover its entire amortized cost basis, will be recognized as an “Impairment of assets” on the Company's consolidated statement of operations. If the Company does not intend to sell the security and it is more likely than not that the entity will not be required to sell the security, but the security has suffered a credit loss, the impairment charge will be separated. The credit loss component of the impairment will be recorded as an “Impairment of assets” on the Company's consolidated statement of operations, and the remainder will be recorded in “accumulated other comprehensive income (loss)” on the Company's consolidated balance sheet.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

Commercial real estate securities for which the fair value option was elected will not be evaluated for other-than-temporary impairment as changes in fair value are recorded in the Company’s consolidated statement of operations.

Cash

Cash includes cash in bank accounts. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit.

Restricted Cash

Restricted cash may primarily consist of escrow deposits for future debt service payments, taxes, insurance, property maintenance or other amounts collected with mortgage loan originations.

Deferred Costs

Deferred costs may consist primarily of deferred financing costs or deferred offering costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs will be amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs will be expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close will be expensed in the period in which it is determined that the financing will not close.

Deferred offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of shares of the Company's common stock. As of December 31, 2012, such costs totaled $0.9 million. On the day the Company commenced its Offering, deferred offering costs were reclassified to stockholder’s equity (deficit).

Share Repurchase Program

The Company will have a Share Repurchase Program (“SRP”) that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company's capital or operations.

Prior to the time that the Company’s shares are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date — the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date — the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date — the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date — the lower of $25.00 or 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations).

Once the Company begins to calculate its NAV, the price per share that the Company will pay to repurchase shares of the Company’s common stock on any business day will be the Company's per share NAV for the quarter, calculated after the close of business on the first business day of each quarter, plus applicable selling commissions and dealer manager fees. Subject to limited exceptions, stockholders who redeem their shares of the Company's common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate per share NAV of the shares of common stock received. Because the Company's per share NAV will be calculated quarterly, the redemption price may fluctuate between the redemption request day and the date on which the Company pays redemption proceeds.

Until the Company begins to calculate its NAV, the Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption, at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding during the prior year.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

After the Company begins to calculate its NAV, purchases under the SRP will be limited in any calendar year to 1.25% of Company's NAV as of the last day of the previous calendar quarter, or approximately 5% of the Company's NAV in any 12 month period. If the Company reaches the 1.25% limit on redemptions during any quarter, the Company will not accept any additional redemption requests for the remainder of such quarter. The SRP will automatically resume on the first day of the next calendar quarter, unless our board of directors determines to suspend the share repurchase plan.

When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares. At March 31, 2013, no shares were eligible to be redeemed.

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days’ notice to participants. Shares issued under the DRIP are recorded to equity in the balance sheet in the period distributions are declared. There have been no shares issued under the DRIP as of March 31, 2013.

Derivative Instruments

The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

The Company will record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments will be recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

Offering and Related Costs

Offering and related costs include all expenses incurred in connection with the Company’s Offering. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. Offering costs will be reclassified from deferred costs to stockholder's equity when the Company commences its Offering, and will include all expenses incurred by the Company in connection with its Offering as of such date. These costs include but are not limited to (i) legal, accounting, printing, mailing and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Company, not withstanding that the Advisor is obligated to reimburse the Company to the extent organizational and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2.00% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other offering costs do not exceed 12.00% of the gross proceeds determined at the end of offering (See Note 4 — Related Party Transactions and Arrangements).

Share-Based Compensation

The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and will be recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 6 — Share-Based Compensation).

Income Taxes

The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2013. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax as long as it distributes at least 90% of its REIT taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Per Share Data

The Company will calculate basic income per share by dividing net income for the period by weighted-average shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and unvested restricted stock and other securities which are convertible to common stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. For the three months ended March 31, 2013, the calculation of net income per share is not presented because it is not a meaningful measure of the Company’s performance as the Company has not commenced operations.

Reportable Segments

The Company will conduct its business through the following segments:

•

The real estate debt business will be focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

•

The real estate securities business will be focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

Once operations of the Company commence, revenues and expenses will be allocated to the two segments as required for financial disclosure purposes.

Note 3 — Commitments and Contingencies

Litigation

In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company.

Note 4 — Related Party Transactions and Arrangements

As of March 31, 2013, an entity wholly owned by the Sponsor owned 8,888 shares of the Company’s outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. As of March 31, 2013, the Company had a payable of $0.9 million payable to affiliated entities for services provided and advances received to fund the payment of regulatory filing fees and other offering costs.

Fees Paid in Connection with the Offering

The Dealer Manager will receive fees and compensation in connection with the sale of the Company’s common stock. The Dealer Manager will receive a selling commission of up to 7.0% of the per share purchase price of the Company's offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, it is expected that the Dealer Manager will receive up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may reallow its dealer-manager fee to such participating broker-dealers. A participating broker-dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer manager fees) by such participating broker-dealer, with 2.5% thereof paid at the time of such sale and 1% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option is elected, it is expected that the dealer manager fee will be reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees). No such fees have been incurred from the Dealer Manager during the three months ended March 31, 2013.

The Advisor and its affiliates may receive compensation and reimbursement for services relating to the Offering. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are initially charged to deferred costs on the accompanying balance sheet, and will subsequently be charged to additional paid-in capital once the Offering commences. During the three months ended March 31, 2013, the Company has not incurred any offering cost reimbursements to the Advisor and Dealer Manager. The Company is responsible for organizational and offering costs from the ongoing offering, excluding commissions and dealer manager fees, up to a maximum of 2.00% of gross proceeds received from its ongoing Offering of common stock, measured at the end of the Offering. Organizational and offering costs in excess of the 2.00% cap as of the end of the offering are the Advisor's responsibility. As of March 31, 2013, organizational and offering costs exceeded 2.00% of gross proceeds received from the Offering by $2.3 million, due to the on-going nature of the offering process and that many expenses were paid before the offering commenced.

Fees Paid in Connection with the Operations of the Company

The Advisor will receive an acquisition fee of 1.0% of the principal amount funded by the Company to acquire or originate commercial real estate debt or the amount invested in the case of other commercial real estate investments. The Advisor may be also be reimbursed for expenses incurred related to selecting, evaluating, originating and acquiring investments on the Company's behalf, which is expected to be approximately 0.5% of the principal amount funded by the Company to acquire or originate commercial real estate debt or the amount invested in the case of other commercial real estate investments. In no event will the total of all acquisition fees and acquisition expenses payable with respect to a particular investment exceed 4.5% of the principal amount funded by the Company to acquire or originate commercial real estate debt or the amount invested in the case of other commercial real estate investments. Once the proceeds from the Offering have been fully invested, the aggregate amount of acquisition fees shall not exceed 1.5% of the principal amount funded by the Company to acquire or originate commercial real estate debt or the amount invested in the case of other commercial real estate investments, as applicable, for all of the assets acquired.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

The Company will pay the Advisor an annual asset management fee equal to 0.75% of the cost of the Company's assets. Once the Company begins to calculate NAV, the asset management fee will be based on the lower of 0.75% of the costs of the Company's assets and 0.75% of the quarterly NAV. The amount of the asset management fee will be reduced to the extent that the amount of dividends declared during the six month period ending on the last day of the calendar quarter immediately preceding the date such asset management fee is payable, exceeds the funds from operations (“FFO”), as adjusted, for the same period. For purposes of this determination, FFO, as adjusted, is FFO before deducting (i) acquisition fees and related expenses; (ii) non-cash restricted stock grant amortization, if any; and (iii) impairments of real estate related investments, if any (including properties, loans receivable and equity and debt investments). FFO, as adjusted, is not the same as FFO.

The Company will reimburse the Advisor’s costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will reimburse the Advisor for personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor in cash. In certain instances, to improve the Company’s working capital, the Advisor may elect to absorb a portion of the Company’s general and administrative costs.

The Advisor at its election may also contribute capital to enhance the Company’s cash position for working capital and distribution purposes. Any contributed capital amounts are not reimbursable to the Advisor. Further, any capital contributions are made without any corresponding issuance of common or preferred shares.

As of March 31, 2013, no fees or reimbursements were incurred or waived for any period in connection with the operations of the Company and no capital contributions were made by the Advisor.

Fees Paid in Connection with the Liquidation of Assets or Listing of the Company's Common Stock or Termination of the Advisory Agreement

The Company will pay a disposition fee of 1.0% of the contract sales price of each commercial real estate loan or other investment sold, including mortgage-backed securities or collateralized debt obligations issued by a subsidiary of the Company as part of a securitization transaction. The Company will not be obligated to pay a disposition fee upon the maturity, prepayment, workout, modification or extension of commercial real estate debt unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of: (i) 1.0% of the principal amount of the debt prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of a loan, it will pay a disposition fee upon the sale of such property.

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

The Company may pay the Advisor an annual subordinated performance fee of 15% of the excess of the Company's total return to stockholders in any year, which such total return exceeds 6.0% per annum, provided that in no event will the annual subordinated performance fee exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in the return on stockholders’ capital exceeding 6.0% per annum.

If the Company is not listed on an exchange, the Company intends to pay a subordinated participation in the net sale proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax non-compounded return on the capital contributed by investors.

If the Company is listed on an exchange, the Company will pay a subordinated incentive listing distribution of 15.0% of the amount by which the adjusted market value of real estate assets plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax, non-compounded annual return to investors. Neither the Advisor nor any of its affiliates can earn both the subordinated participation in the net sale proceeds and the subordinated listing distribution.

Upon termination or non-renewal of the advisory agreement, the Company's Advisor shall be entitled to receive distributions from the OP, pursuant to a special limited partnership interest, equal to 15% of the amount by which the sum of the Company's adjusted market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6% cumulative, pre-tax non-compounded return to investors. In addition, the Company's Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

As of March 31, 2013, no fees were paid for any period in connection with the liquidation of assets, listing of the Company's common stock or termination of the advisory agreement.

The Company cannot assure that it will provide the 6.0% return specified in the above agreements but the Advisor will not be entitled to the subordinated performance fee, subordinated participation in net sale proceeds, subordinated incentive listing distribution or subordinated distribution upon termination of the advisory agreement unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions

The Company will also establish a restricted stock award plan for the benefit of employees (if the Company ever has employees), directors, employees of the Advisor and its affiliates. See Note 6 — Share-Based Compensation.

Note 5 — Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company’s common stock available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these entities are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Note 6 — Share-Based Compensation

Restricted Share Plan

The Company has an employee and director incentive restricted share plan (the “RSP”), which provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company or certain consultants to the Company and the Advisor and its affiliates. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company’s authorized common shares pursuant to the Offering and in any event will not exceed 4.0 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).

ARC REALTY FINANCE TRUST, INC.
(A Maryland Corporation in the Development Stage)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2013

Restricted share awards entitle the recipient to receive common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient’s employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. The fair value of the restricted shares will be expensed over the vesting period of five years.

The RSP also provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company’s board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder’s meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum.

There have been no restricted shares issued and there was no compensation expense related to restricted shares for the three months ended March 31, 2013.

Note 7 — Subsequent Events

The Company has evaluated subsequent events through the the filing of this Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements, except for the following transactions:

Sales of Common Stock

On May 14, 2013, the Company received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of common stock, issued shares to the Sponsor in the amount of $1.0 million at a purchase price of $22.50 per share and broke the general escrow requirements of the IPO. As of May 14, 2013, the Company had 97,778 shares outstanding.

On May 13, 2013, the Company's board of directors authorized, and the Company declared, a distribution rate, which will be calculated based on stockholders of record each day during the applicable period at a rate of $0.00565068493 per day based on a price of $25.00 per share of common stock. The distributions will begin to accrue commencing with the earlier to occur of: (i) June 15, 2013; and (ii) 15 days following the Company's initial portfolio investment. The distributions will be payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distributions payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the accompanying unaudited financial statements of ARC Realty Finance Trust, Inc. and the notes thereto, and other financial information included elsewhere in this Quarterly Report on Form 10-Q. As used herein, the terms “we,” “our” and “us” refer to ARC Realty Finance Trust, Inc., a Maryland corporation, and, as required by context, to ARC Realty Finance Adviser, LLC (the “Adviser”) and its subsidiaries. ARC Realty Finance Trust, Inc. is externally managed by the Adviser.

The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:

our use of the proceeds of the offering;

our business and investment strategy;

our ability to make investments in a timely manner or on acceptable terms;

current credit market conditions and our ability to obtain long-term financing for our property investments in a timely manner and on terms that are consistent with what we project when we invest in the property;

the effect of general market, real estate market, economic and political conditions, including the recent economic slowdown and dislocation in the global credit markets;

our ability to make scheduled payments on our debt obligations;

our ability to generate sufficient cash flows to make distributions to our stockholders;

the degree and nature of our competition;

the availability of qualified personnel;

our ability to qualify and maintain our qualification as a REIT; and

other factors set forth under the caption ‘‘Risk Factors’’ in our registration statement on Form S-11 (File No. 333-186111)

In addition, words such as “anticipate,” “believe,” “expect” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason.

You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q.

Overview

We were formed to primarily acquire, originate and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside the United States. We may also invest in commercial real estate securities, and commercial real estate properties. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Commercial real estate securities may include commercial mortgage-backed securities (“CMBS”), senior unsecured debt of publicly traded real estate investment trusts (“REITs”) and other publicly traded real estate companies and collateralized debt obligations (“CDOs”). As of March 31, 2013, we had not acquired any real estate debt or other investments.

We were incorporated on November 15, 2012, as a Maryland corporation that intends to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2013. We are offering for sale a maximum of $2.0 billion of common stock, $0.01 par value per share, on a “reasonable best efforts” basis, pursuant to a registration statement on Form S-11 (the “Offering”) filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended. The Offering also covers the offer and sale of up to $400.0 million in shares of common stock pursuant to a distribution reinvestment plan (the “DRIP”) under which common stockholders may elect to have their distributions reinvested in additional shares of the our common stock.

For at least until February 12, 2015, the per share purchase price in the Offering will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will be based on the greater of $23.75 per share or 95% of the estimated value of a share of common stock. Within six months after February 12, 2015, (the “NAV pricing date”) we will begin offering shares in the Offering at a per share purchase price that will vary quarterly and will be equal to the net asset value (“NAV”) divided by the number of shares outstanding as of the end of business on the first day of each fiscal quarter after giving effect to any share purchases or repurchases effected in the immediately preceding quarter (“per share NAV”) and applicable selling commissions and dealer manager fees will be added to the per share price for shares in the our primary offering, but not for the DRIP.

We have sold 8,888 shares of common stock to ARC Realty Finance Special Limited Partnership, LLC (the “Special Limited Partner”), an entity wholly owned by American Realty Capital VIII, LLC (the “Sponsor”) for $22.50 per share or a total of $0.2 million. Substantially all of our business will be conducted through ARC Realty Finance Operating Partnership, L.P. (the “OP”), a Delaware limited partnership. ARC Realty Finance Advisors, LLC (the “Advisor”), is the Company’s affiliated advisor. We are the sole general partner and hold substantially all of the units of limited partner interests in the OP (“OP units”). Additionally, the Special Limited Partner, through the Advisor, expects to contribute $2,020 to the OP in exchange for 90 units of limited partner interest in the aggregate OP ownership, which will represent a nominal percentage of the aggregate OP ownership. The limited partner interests have the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.

We have no employees. We have retained the Advisor to manage our affairs on a day-to-day basis. Realty Capital Securities, LLC (the “Dealer Manager”), an entity under common ownership with the Sponsor, serves as the dealer manager of the Offering. The Advisor and Dealer Manager are related parties and will receive compensation and fees for services related to the Offering and the investment and management of our assets. The Advisor and Dealer Manager will receive fees during the offering, acquisition, operational and liquidation stages.

Significant Accounting Estimates and Critical Accounting Policies

Our financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Critical accounting policies are those that require the application of management’s most difficult, subjective, or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, management has made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. In preparing the financial statements, management has utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming its estimates and judgments, giving due consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to those of companies in similar businesses. As our expected operating plans occur, we will describe additional critical accounting policies in the notes to our future financial statements in addition to those discussed below.

Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. These significant accounting estimates include:

Real Estate Debt Investments

Real Estate Securities

On the acquisition date, all of our commercial real estate securities will be classified as available for sale, and will be carried at fair value, with any unrealized gains (losses) reported as a component of accumulated other comprehensive income (loss) in our consolidated statement of stockholder's equity. However, we may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains (losses) on such securities will be recorded in unrealized gains (losses) on investments in our consolidated statement of operations. Interest income on commercial real estate securities will be recognized using the effective interest method with any purchased premium or discount recorded as an adjustment to interest income.

Credit Losses and Impairment on Investments

Real Estate Debt Investments

We will maintain a loan loss reserve on our commercial real estate debt investments, if appropriate. A provision will be established when we believe a loan is impaired, which is when it is deemed probable that we will not be able to collect principal and interest amounts due according to the contractual terms. We will assess the credit quality of the portfolio and adequacy of reserves on at least a quarterly basis. To determine if a commercial real estate debt investment is impaired, we will consider the estimated net recoverable value of the loan as well as other factors, including but not limited to fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the economic situation of the region where the borrower does business. Because this determination is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date.

Income recognition will be suspended for loans at the earlier of the date at which payments become 90-days past due or when, in our opinion, a full recovery of income and principal becomes doubtful. Income recognition will be resumed when the suspended loan becomes contractually current and performance is demonstrated to be resumed. A loan will be written off when it is no longer realizable and legally discharged.

Real Estate Securities

Commercial real estate securities for which the fair value option is not elected will be periodically evaluated for other-than-temporary impairment. A security where the fair value is less than amortized cost will be considered impaired. Impairment of a security will be considered to be other-than-temporary when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. If it is determined that an other-than-temporary impairment exists, the portion related to credit losses, where we do not expect to recover its entire amortized cost basis, will be recognized as an “Impairment of assets” on our consolidated statement of operations. If we do not intend to sell the security and it is more likely than not that the entity will not be required to sell the security, but the security has suffered a credit loss, the impairment charge will be separated. The credit loss component of the impairment will be recorded as an “Impairment of assets” on our consolidated statement of operations, and the remainder will be recorded in “accumulated other comprehensive income (loss)” on our consolidated balance sheet.

Derivative Instruments

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions.

We will record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or we elect not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If we elect not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments will be recognized immediately in gains (losses) on derivative instruments in our consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.

Income Taxes

We intend to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2013. If we qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax as long as we distribute at least 90% of our REIT taxable income to our stockholders. REITs are subject to a number of other organizational and operational requirements. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and property, and federal income and excise taxes on our undistributed income.

Results of Operations

Currently, we have not commenced business operations. Because we have not acquired any assets, our management is not aware of any material trends or uncertainties, favorable or unfavorable, other than national economic conditions affecting our targeted portfolio and real estate generally, which may be reasonably anticipated to have a material impact on the capital resources and the revenue or income to be derived from the operation of our assets.

Liquidity and Capital Resources

We are offering and selling to the public in our primary offering up to 80,000,000 shares of our common stock, $0.01 par value per share, at $25.00 per share (subject to certain volume discounts). We also are offering up to 16,842,105 shares of common stock under our DRIP initially at $23.75 per share, which is 95% of the primary offering price. Commencing on the NAV pricing date, we will offer our shares in our primary offering at a price equal to our per share NAV, plus applicable selling commissions and dealer manager fees. We reserve the right to reallocate the shares of common stock we are offering between our primary offering and the DRIP.

Our principal demands for cash will be for acquisition costs, including the purchase price of any commercial real estate investments we acquire, improvement costs, the payment of our operating and administrative expenses, continuing debt service obligations and distributions to our stockholders. Generally, we will fund our acquisitions from the net proceeds of the Offering. We intend to acquire our assets with cash and mortgage or other debt, but we also may acquire assets free and clear of permanent mortgage or other indebtedness by paying the entire purchase price for the asset in cash or in OP units.

We expect to use debt financing as a source of capital. Under our charter, the maximum amount of our total indebtedness shall not exceed 300% of our total ‘‘net assets’’ (as defined by the NASAA REIT Guidelines) as of the date of any borrowing, which is generally expected to be approximately 75% of the cost of our investments; however, we may exceed that limit if approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such borrowing along with justification for exceeding such limit. This charter limitation, however, does not apply to individual real estate assets or investments. In addition, it is currently our intention to limit our aggregate borrowings to 45% of the aggregate fair market value of our assets (calculated after the close of this offering and once we have invested substantially all the proceeds of this offering), unless borrowing a greater amount is approved by a majority of our independent directors and disclosed to stockholders in our next quarterly report following such borrowing along with justification for borrowing such a greater amount. This limitation, however, will not apply to individual real estate assets or investments. At the date of acquisition of each asset, we anticipate that the cost of investment for such asset will be substantially similar to its fair market value, which will enable us to satisfy our requirements under the NASAA REIT Guidelines. However, subsequent events, including changes in the fair market value of our assets, could result in our exceeding these limits. We anticipate that adequate cash will be generated from operations to fund our operating and administrative expenses, continuing debt service obligations and the payment of distributions.

Potential future sources of capital include secured or unsecured financings from banks or other lenders, establishing additional lines of credit, proceeds from the sale of properties and undistributed cash flow. Note that, currently, we have not identified any additional sources of financing and there is no assurance that such sources of financings will be available on favorable terms or at all.

Distributions

As of March 31, 2013, we have not paid any distributions. We intend to accrue and pay distributions on a regular basis beginning no later than the first calendar month after the calendar month in which we make our first commercial real estate investment. We intend to fund such distributions from cash flow from operations, however, we may have insufficient cash flow from operations available for distribution until we make substantial investments and we can give no assurance that we will pay distributions solely from our cash flow from operations during the early stages of our operations or at any point in the future. In the event that our cash flow from operations is not sufficient to fully fund our distributions, our organizational documents permit us to pay distributions from any source, including loans, offering proceeds and our advisor’s advances and deferral of fees and expenses reimbursements. We have not established a limit on the amount of proceeds we may use from the Offering to fund distributions. Our board of directors will determine the amount of the distributions to our stockholders. The board’s determination will be based on a number of factors, including funds available from operations, our capital expenditure requirements, requirements of Maryland law and the annual distribution requirements necessary to maintain our REIT status under the Code. As a result, our distribution rate and payment frequency may vary from time to time. However, to qualify as a REIT, we must annually distribute to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gains.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Currently, we have not commenced business operations. Because we have not acquired any assets, borrowed any funds or purchased or sold any derivative, we are currently not exposed to interest rate or foreign currency market risks.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

Change in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) during the three months ended March 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ARC REALTY FINANCE TRUST, INC.

PART II

Item 1. Legal Proceedings.

We currently are not subject to any material legal proceedings.

Item 1A. Risk Factors.

Not applicable.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3. Defaults upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Not applicable.

Item 6. Exhibits.

EXHIBITS INDEX

The following exhibits are included in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit No.		Description
1.1*		Amended and Restated Exclusive Dealer Manager Agreement, dated as of April 9, 2013, among the Company, ARC Realty Finance Advisors, LLC and Realty Capital Securities, LLC
3.1*		Articles of Amendment and Restatement
4.1*		Agreement of Limited Partnership of ARC Realty Finance Operating Partnership, L.P., dated as of February 12, 2013
10.1*		Amended and Restated Subscription Escrow Agreement, dated as of March 13, 2013, among Realty Capital Securities, LLC, the Company and UMB Bank, N.A.
10.2*		Advisory Agreement, dated as of February 12, 2013, by and among the Company, ARC Realty Finance Operating Partnership, L.P. and ARC Realty Finance Advisors, LLC
10.3*		Employee and Director Incentive Restricted Share Plan of the Company
10.5*		First Amendment to Advisory Agreement, entered into as of March 11, 2013, by and among the Company, ARC Realty Finance Operating Partnership, L.P. and ARC Realty Finance Advisors, LLC
10.6*		Form of Restricted Share Award Agreement Pursuant to the Employee and Director Incentive Restricted Share Plan of the Company
14*		Code of Ethics
31.1*		Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 *		Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32 *		Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 *		XBRL (eXtensible Business Reporting Language). The following materials from ARC Realty Finance Trust, Inc.'s Quarterly Report on Form 10-Q for the three months ended March 31, 2013, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements. As provided in Rule 406T of Regulation S-T, this information in furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934

_________________________


*	Filed herewith

ARC REALTY FINANCE TRUST, INC.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ARC REALTY FINANCE TRUST, INC.

	By:
	/s/ Nicholas S. Schorsch
	Name: Nicholas S. Schorsch Title: Chairman and Chief Executive Officer (Principal Executive Officer)

	By:
	/s/ Nicholas Radesca
Date: May 15, 2013	Name: Nicholas Radesca Title: Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

EX-1.1 2 v344410_ex1-1.htm EXHIBIT 1.1

ARC REALTY FINANCE TRUST, INC.

UP TO 96,842,105 SHARES OF COMMON STOCK

AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT

April 9, 2013

Realty Capital Securities, LLC
Three Copley Place, Suite 3300
Boston, Massachusetts 02116

Ladies and Gentlemen:

ARC Realty Finance Trust, Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2013, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 80,000,000 shares (the “Primary Shares”) of its common stock, $.01 par value per share, (the “Common Stock”), in the primary offering (the “Primary Offering”), and (b) up to 16,842,105 shares of its Common Stock (the “DRP Shares” and, together with the Primary Shares, the “Shares”) for issuance through the Company’s distribution reinvestment plan (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Shares and the DRP Shares), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). Initially, the per share purchase price for the Primary Shares will be up to $25.00 (including the maximum allowed to be charged for Selling Commissions and the Dealer Manager Fee (as described below)) and the per share purchase price for the DRP Shares will be $23.75 per share. Within six months of February 12, 2015, or two years from the commencement of the offering (the “NAV pricing date”), (i) the per share purchase price for the Primary Shares and DRP Shares will vary quarterly and shall be equal to the Company’s net asset value (“NAV”), divided by the number of shares of Common Stock outstanding as of the end of business on the first day of each fiscal quarter, after giving effect to any share purchases or repurchases effected by the Company in the immediately preceding quarter, which is intended to reflect the fair market value per share, and (ii) with respect to the Primary Shares, applicable Selling Commissions and Dealer Manager Fees shall be added to the purchase price, and the purchase price for DRP Shares will also be based on NAV. Notwithstanding the foregoing, the NAV pricing date may commence earlier if regulatory changes require our offering price to be based on NAV. The Company will be managed by ARC Realty Finance Advisors, LLC (the “Advisor”) pursuant to the advisory agreement to be entered into between the Company and the Advisor (the “Advisory Agreement”) substantially in the form included as an exhibit to the Registration Statement (as defined in Section 1(a)).

In consideration of the mutual covenants and agreements contained herein, intending to be legally bound, the parties agree to the terms and conditions set forth in this Amended and Restated Exclusive Dealer Manager Agreement (the “Agreement”).

Upon the terms and subject to the conditions contained in this Agreement, the Company hereby appoints Realty Capital Securities, LLC, a Delaware limited liability company (the “Dealer Manager”), to act as the exclusive dealer manager for the Offering, and the Dealer Manager desires to accept such engagement.

1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE ADVISOR. The Company and the Advisor hereby represent, warrant and agree during the term of this Agreement as follows:

(a) REGISTRATION STATEMENT AND PROSPECTUS. In connection with the Offering, the Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement (File No. 333-186111) on Form S-11 for the registration of the Shares under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission promulgated thereunder (the “Securities Act Rules and Regulations”); one or more amendments to such registration statement have been or may be so prepared and filed. The registration statement on Form S-11 and the prospectus contained therein, as finally amended at the date the registration statement is declared effective by the Commission (the “Effective Date”) are respectively hereinafter referred to as the “Registration Statement” and the “Prospectus”, except that (i) if the Company files a post-effective amendment to such registration statement, then the term “Registration Statement” shall, from and after the declaration of the effectiveness of such post-effective amendment by the Commission, refer to such registration statement as amended by such post-effective amendment, and the term “Prospectus” shall refer to the amended prospectus then on file with the Commission, and (ii) if the prospectus filed by the Company pursuant to either Rule 424(b) or 424(c) of the Securities Act Rules and Regulations shall differ from the prospectus on file at the time the Registration Statement or the most recent post-effective amendment thereto, if any, shall have become effective, then the term “Prospectus” shall refer to such prospectus filed pursuant to either Rule 424(b) or 424(c), as the case may be, from and after the date on which it shall have been filed. The term “preliminary Prospectus” as used herein shall mean a preliminary prospectus related to the Shares as contemplated by Rule 430 or Rule 430A of the Securities Act Rules and Regulations included at any time as part of the Registration Statement. As used herein, the terms “Registration Statement”, “preliminary Prospectus” and “Prospectus” shall include the documents, if any, incorporated by reference therein. As used herein, the term “Effective Date” also shall refer to the effective date of each post-effective amendment to the Registration Statement, unless the context otherwise requires.

(b) DOCUMENTS INCORPORATED BY REFERENCE. The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they hereafter are filed with the Commission, will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (the “Exchange Act Rules and Regulations”), and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of the applicable Effective Date of each post-effective amendment to the Registration Statement, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(i) on (A) each applicable Effective Date, (B) the date of the preliminary Prospectus, (C) the date of the Prospectus and (D) the date any supplement to the Prospectus is filed with the Commission, the Registration Statement, the Prospectus and any amendments or supplements thereto, as applicable, have complied, and will comply, in all material respects with the Securities Act, the Securities Act Rules and Regulations, the Exchange Act and the Exchange Act Rules and Regulations; and

(ii) the Registration Statement does not, and any amendment thereto will not, in each case as of the applicable Effective Date, include any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and the Prospectus does not, and any amendment or supplement thereto will not, as of the applicable filing date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that the foregoing provisions of this Section 1(c) will not extend to any statements contained in, incorporated by reference in or omitted from the Registration Statement, the Prospectus or any amendment or supplement thereto that are based upon written information furnished to the Company by the Dealer Manager expressly for use therein.

(d) SECURITIES MATTERS. There has not been (i) any request by the Commission for any further amendment to the Registration Statement or the Prospectus or for any additional information, (ii) any issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or, to the Company’s knowledge, threat of any proceeding for that purpose, or (iii) any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or any initiation or, to the Company’s knowledge, threat of any proceeding for such purpose. The Company is in compliance in all material respects with all federal and state securities laws, rules and regulations applicable to it and its activities, including, without limitation, with respect to the Offering and the sale of the Shares.

(e) COMPANY STATUS. The Company is a corporation duly formed and validly existing under the general laws of the State of Maryland, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(f) AUTHORIZATION OF AGREEMENT. This Agreement is duly and validly authorized, executed and delivered by or on behalf of the Company and constitutes a valid and binding agreement of the Company enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws).

The execution and delivery of this Agreement and the performance of this Agreement, the consummation of the transactions contemplated herein and the fulfillment of the terms hereof, do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (i) the Company’s or any of its subsidiaries’ charter, bylaws, or other organizational documents, as the case may be; (ii) any indenture, mortgage, stockholders’ agreement, note, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their properties is bound except, for purposes of this clause (ii) only, for such conflicts, breaches or defaults that do not result in and could not reasonably be expected to result in, individually or in the aggregate, a Company MAE (as defined below in this Section 1(f) ); or (iii) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Company, any of its subsidiaries or any of their properties. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained or is required for the performance of this Agreement or for the consummation by the Company of any of the transactions contemplated hereby (except as have been obtained under the Securities Act, the Exchange Act, from the Financial Industry Regulatory Authority (“FINRA”) or as may be required under state securities or applicable blue sky laws in connection with the offer and sale of the Shares or under the laws of states in which the Company may own real properties in connection with its qualification to transact business in such states or as may be required by subsequent events which may occur). Neither the Company nor any of its subsidiaries is in violation of its charter, bylaws or other organizational documents, as the case may be.

As used in this Agreement, “Company MAE” means any event, circumstance, occurrence, fact, condition, change or effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) the condition, financial or otherwise, earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or (B) the ability of the Company to perform its obligations under this Agreement or the validity or enforceability of this Agreement or the Shares.

(g) ACTIONS OR PROCEEDINGS. As of the initial Effective Date, there are no actions, suits or proceedings against, or investigations of, the Company or its subsidiaries pending or, to the knowledge of the Company, threatened, before any court, arbitrator, administrative agency or other tribunal (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Shares or the consummation of any of the transactions contemplated by this Agreement, (iii) that might materially and adversely affect the performance by the Company of its obligations under or the validity or enforceability of, this Agreement or the Shares, (iv) that might result in a Company MAE, or (v) seeking to affect adversely the federal income tax attributes of the Shares except as described in the Prospectus. The Company promptly will give notice to the Dealer Manager of the occurrence of any action, suit, proceeding or investigation of the type referred to in this Section 1(g) arising or occurring on or after the initial Effective Date.

(h) SALES LITERATURE. Any supplemental sales literature or advertisement (including, without limitation any “broker-dealer use only” material), regardless of how labeled or described, used in addition to the Prospectus in connection with the Offering which previously has been, or hereafter is, furnished or approved by the Company (collectively, “Approved Sales Literature”), shall, to the extent required, be filed with and approved by the appropriate securities agencies and bodies, provided that the Dealer Manager will make all FINRA filings, to the extent required. Any and all Approved Sales Literature did not or will not at the time provided for use include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(i) AUTHORIZATION OF SHARES. The Shares have been duly authorized and, when issued and sold as contemplated by the Prospectus and upon payment therefor as provided in this Agreement and the Prospectus, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus.

(j) TAXES. Any taxes, fees and other governmental charges in connection with the execution and delivery of this Agreement or the execution, delivery and sale of the Shares have been or will be paid when due.

(k) INVESTMENT COMPANY. The Company is not, and neither the offer or sale of the Shares nor any of the activities of the Company will cause the Company to be, an “investment company” or under the control of an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended.

(l) TAX RETURNS. The Company has filed all material federal, state and foreign income tax returns required to be filed by or on behalf of the Company on or before the due dates therefor (taking into account all extensions of time to file) and has paid or provided for the payment of all such material taxes indicated by such tax returns and all assessments received by the Company to the extent that such taxes or assessments have become due.

(m) REIT QUALIFICATIONS. The Company will make a timely election to be subject to tax as a REIT pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”) for its taxable year ended December 31, 2013, or the first year during which the Company begins material operations. The Company has been organized and operated in conformity with the requirements for qualification and taxation as a REIT. The Company’s current and proposed method of operation as described in the Registration Statement and the Prospectus will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

(n) INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The accountants who have certified certain financial statements appearing in the Prospectus are an independent registered public accounting firm within the meaning of the Securities Act and the Securities Act Rules and Regulations. Such accountants have not been engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act).

The Company and its subsidiaries each maintains a system of internal accounting and other controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, since the end of the Company’s most recent audited fiscal year, there has been (A) no material weakness in the Company’s internal control over financial reporting (whether or not remediated), and (B) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(o) PREPARATION OF THE FINANCIAL STATEMENTS. The financial statements filed with the Commission as a part of the Registration Statement and included in the Prospectus present fairly the consolidated financial position of the Company and its subsidiaries as of and at the dates indicated and the results of their operations and cash flows for the periods specified. Such financial statements have been prepared in conformity with GAAP as applied in the United States applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. No other financial statements or supporting schedules are required to be included in the Registration Statement or any applicable Prospectus.

(p) MATERIAL ADVERSE CHANGE. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated thereby, there has not occurred a Company MAE, whether or not arising in the ordinary course of business.

(q) GOVERNMENT PERMITS. The Company and its subsidiaries possess such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by them, other than those which the failure to possess or own would not have, individually or in the aggregate, a Company MAE. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Company MAE.

(r) ADVISOR; ADVISORY AGREEMENT;

(i) The Advisor is a limited liability company duly formed and validly existing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(ii) Each of this Agreement, and the Advisory Agreement is duly and validly authorized, executed and delivered by or on behalf of the Advisor, and each constitutes a valid and binding agreement enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws).

(iii) The execution and delivery of each of this Agreement and the Advisory Agreement and the performance hereunder and thereunder by the Advisor do not and will not conflict with, or result in a breach of any of the terms and provisions of, or constitute a default under: (i) the charter or bylaws, or other organizational documents of the Advisor or any of its subsidiaries; (ii) any indenture, mortgage, stockholders agreement, note, lease or other agreement or instrument to which the Advisor or any of its subsidiaries is a party or by which the Advisor or any of its subsidiaries or any of their properties is bound except, for purposes of this clause (ii) only, for such conflicts, breaches or defaults that could not reasonably be expected to have or result in, individually or in the aggregate, (A) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, or (B) a Company MAE; or (iii) any statute, rule or regulation or order of any court or other governmental agency or body having jurisdiction over the Advisor or any of its properties. No consent, approval, authorization or order of any court or other governmental agency or body has been obtained or is required for the performance of the Advisory Agreement by the Advisor. The Advisor is not in violation of its limited liability company agreement or other organizational documents.

(iv) There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Advisor, threatened against or affecting the Advisor.

(v) The Advisor possesses such certificates, authorities or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct the business now operated by it, other than those which the failure to possess or own would not have or result in, individually or in the aggregate, (A) a material adverse effect on the condition, financial or otherwise, earnings, business affairs or business prospects of the Advisor, (B) a Company MAE, or (C) a material adverse effect on the performance of the services under the Advisory Agreement by the Advisor, and the Advisor has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority or permit.

(s) PROPERTIES. Except as otherwise disclosed in the Prospectus and except as would not result in, individually or in the aggregate, a Company MAE, (i) all properties and assets described in the Prospectus are owned with good and marketable title by the Company and its subsidiaries, and (ii) all liens, charges, encumbrances, claims or restrictions on or affecting any of the properties and assets of the Company or any of its subsidiaries which are required to be disclosed in the Prospectus are disclosed therein.

(t) HAZARDOUS MATERIALS. The Company does not have any knowledge of (i) the unlawful presence of any hazardous substances, hazardous materials, toxic substances or waste materials (collectively, “Hazardous Materials”) on any of the properties owned by it or its subsidiaries or subject to mortgage loans owned by the Company or any of its subsidiaries, or (ii) any unlawful spills, releases, discharges or disposal of Hazardous Materials that have occurred or are presently occurring off such properties as a result of any construction on or operation and use of such properties, which presence or occurrence in the case of clauses (i) and (ii) would result in, individually or in the aggregate, a Company MAE. In connection with the properties owned by the Company and its subsidiaries or subject to mortgage loans owned by the Company or any of its subsidiaries, the Company has no knowledge of any material failure to comply with all applicable local, state and federal environmental laws, regulations, ordinances and administrative and judicial orders relating to the generation, recycling, reuse, sale, storage, handling, transport and disposal of any Hazardous Materials.

2. REPRESENTATIONS AND WARRANTIES OF THE DEALER MANAGER. The Dealer Manager represents and warrants to the Company during the term of this Agreement that:

(a) ORGANIZATION STATUS. The Dealer Manager is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, with all requisite power and authority to enter into this Agreement and to carry out its obligations hereunder.

(b) AUTHORIZATION OF AGREEMENT. This Agreement has been duly authorized, executed and delivered by the Dealer Manager, and assuming due authorization, execution and delivery of this Agreement by the Company and the Advisor, will constitute a valid and legally binding agreement of the Dealer Manager enforceable against the Dealer Manager in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws of the United States, any state or any political subdivision thereof which affect creditors’ rights generally or by equitable principles relating to the availability of remedies or except to the extent that the enforceability of the indemnity and contribution provisions contained in this Agreement may be limited under applicable securities laws).

(c) ABSENCE OF CONFLICT OR DEFAULT. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Dealer Manager will not conflict with or constitute a default under (i) its organizational documents, (ii) any indenture, mortgage, stockholders’ agreement, note, lease or other agreement or instrument to which the Dealer Manager is a party or by which it may be bound, or to which any of the property or assets of the Dealer Manager is subject, or (iii) any rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Dealer Manager or its assets, properties or operations, except in the case of clause (ii) or (iii) for such conflicts or defaults that would not individually or in the aggregate, have or reasonably be expected to have a material adverse effect on the condition (financial or otherwise), business affairs, properties or results of operations of the Dealer Manager.

(d) BROKER-DEALER REGISTRATION; FINRA MEMBERSHIP. The Dealer Manager is, and during the term of this Agreement will be, (i) duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, (ii) a member in good standing of FINRA, and (iii) a broker or dealer duly registered as such in those states where the Dealer Manager is required to be registered in order to carry out the Offering as contemplated by this Agreement. Each of the Dealer Manager’s employees and representatives has all required licenses and registrations to act under this Agreement. There is no provision in the Dealer Manager’s FINRA membership agreement that would restrict the ability of the Dealer Manager to carry out the Offering as contemplated by this Agreement.

(e) DISCLOSURE. The information under the caption “Plan of Distribution” in the Prospectus insofar as it relates to the Dealer Manager, and all other information furnished to the Company by the Dealer Manager in writing specifically for use in the Registration Statement, any preliminary Prospectus or the Prospectus, does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

3. OFFERING AND SALE OF THE SHARES. Upon the terms and subject to the conditions set forth in this Agreement, the Company hereby appoints the Dealer Manager as its agent and exclusive distributor to solicit and to retain the Soliciting Dealers (as defined in Section 3(a) ) to solicit subscriptions for the Shares at the subscription price to be paid in cash. The Dealer Manager hereby accepts such agency and exclusive distributorship and agrees to use its reasonable best efforts to sell or cause to be sold the Shares in such quantities and to such Persons in accordance with such terms as are set forth in this Agreement, the Prospectus and the Registration Statement. The Dealer Manager shall do so during the period commencing on the initial Effective Date and ending on the earliest to occur of the following: (1) the later of (x) two years after the initial Effective Date of the Registration Statement and (y) at the Company’s election, the date until which the Company is permitted to extend the Offering in accordance with the rules of the Commission; (2) the acceptance by the Company of subscriptions for 96,842,105 Shares; (3) the termination of the Offering by the Company, which the Company shall have the right to terminate in its sole and absolute discretion at any time, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st date following the initial Effective Date; (4) the termination of the effectiveness of the Registration Statement, provided that if such termination shall occur at any time during the 180-day period following the initial Effective Date, the Company shall not commence or undertake any preparations to commence another offering of Shares or any similar securities prior to the 181st day following the initial Effective Date; and (5) the liquidation or dissolution of the Company (such period being the “Offering Period”).

The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be determined, from time to time, by the Dealer Manager upon prior consultation with the Company. In the absence of such determination, the Company shall, subject to the provisions of Section 3(b), accept Subscription Agreements (as defined in Section 6(d)) based upon a first-come, first accepted reservation or other similar method. Under no circumstances will the Dealer Manager be obligated to underwrite or purchase any Shares for its own account and, in soliciting purchases of Shares, the Dealer Manager shall act solely as the Company’s agent and not as an underwriter or principal.

(a) SOLICITING DEALERS. The Shares offered and sold through the Dealer Manager under this Agreement shall be offered and sold only by the Dealer Manager and other securities dealers the Dealer Manager may retain (collectively the “Soliciting Dealers”); provided, that (i) the Dealer Manager reasonably believes that all Soliciting Dealers are registered with the Commission, are members of FINRA and are duly licensed or registered by the regulatory authorities in the jurisdictions in which they will offer and sell Shares, or are exempt from broker dealer registration with the Commission and all other applicable regulatory authorities, (ii) all such engagements are evidenced by written agreements, the terms and conditions of which substantially conform to the form of Soliciting Dealers Agreement approved by the Company and the Dealer Manager (the “Soliciting Dealers Agreement”), and (iii) the Company shall have previously approved each Soliciting Dealer (such approval not to be unreasonably withheld, conditioned or delayed).

(b) SUBSCRIPTION DOCUMENTS. Each Person desiring to purchase Shares through the Dealer Manager, or any other Soliciting Dealer, will be required to complete and execute the subscription documents described in the Prospectus.

Until the minimum offering of $2,000,000 in Shares has been sold, payments for Shares shall be made by checks payable to UMB BANK, N.A., ESCROW AGENT FOR ARC REALTY FINANCE TRUST, INC.” During such time, the Soliciting Dealer shall forward original checks together with an original Subscription Agreement, executed and initialed by the subscriber as provided for in the Subscription Agreement, to the Escrow Agent at the address provided in the Subscription Agreement.

When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the Subscription Agreement and the check for the purchase of Shares were initially received by the Soliciting Dealer from the subscriber, the Soliciting Dealer shall transmit the Subscription Agreement and such check to the Escrow Agent by the end of the next business day following receipt of the check and Subscription Agreement. When, pursuant to Soliciting Dealer’s internal supervisory procedures, the Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Soliciting Dealer shall transmit the check for the purchase of Shares and Subscription Agreement to the Final Review Office by the end of the next business day following the Soliciting Dealer’s receipt of the Subscription Agreement and such check. The Final Review Office will, by the end of the next business day following its receipt of the Subscription Agreement and the check for the purchase of Shares, forward both the Subscription Agreement and such check to the Escrow Agent. If any Subscription Agreement solicited by the Soliciting Dealer is rejected by the Dealer Manager or the Company, then the Subscription Agreement and such check will be returned to the rejected subscriber within ten (10) business days from the date of rejection.

(c) COMPLETED SALE. A sale of a Share shall be deemed by the Company to be completed for purposes of Section 3(d) if and only if (i) the Company has received a properly completed and executed Subscription Agreement, together with payment of the full purchase price of each purchased Share (which includes the applicable Selling Commissions and Dealer Manager Fees), from an investor who satisfies the applicable suitability standards and minimum purchase requirements set forth in the Registration Statement as determined by the Soliciting Dealer, or the Dealer Manager, as applicable, in accordance with the provisions of this Agreement, (ii) the Company has accepted such subscription, and (iii) such investor has been admitted as a stockholder of the Company. In addition, no sale of Shares shall be completed until at least five (5) business days after the date on which the subscriber receives a copy of the Prospectus. The Dealer Manager hereby acknowledges and agrees that (i) the Company, in its sole and absolute discretion, may accept or reject any subscription, in whole or in part, for any reason whatsoever or no reason, (ii) no Selling Commission or Dealer Manager Fee will be paid to the Dealer Manager with respect to that portion of any subscription which is rejected and (iii) the Company is acting as an intermediary with respect to the Selling Commissions and Dealer Manager Fees payable to the Dealer Manager, and shall pay all such amounts to the Dealer Manager in accordance with this Agreement if received from an investors in connection with its purchase of Shares.

(d) DEALER-MANAGER COMPENSATION.

(i) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and subject to Section 3(c), the Company agrees to pay the Dealer Manager selling commissions (“Selling Commissions”) in the amount of seven percent (7.0%) of the selling price of each Primary Share for which a sale is completed. Alternatively, if the Soliciting Dealer elects to receive Selling Commissions equal to seven and one-half percent (7.5%) in accordance with the Soliciting Dealers Agreement, subject to Section 3(c), the Company agrees to pay the Dealer Manager Selling Commissions in the amount of seven and one-half percent (7.5%) of the selling price of each Primary Share for which a sale is completed, two and one-half percent (2.5%) of which Selling Commissions shall be payable at the time of such sale and one percent (1%) of which shall be paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. No Selling Commissions will be paid for DRP Shares, and Selling Commissions may be reduced or eliminated on certain sales of Shares, including the reduction or elimination of Selling Commissions in accordance with, and on the terms set forth in, the Prospectus. The Dealer Manager will reallow all the Selling Commissions, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealers Agreement. In no event shall the Dealer Manager be entitled to payment of any compensation in connection with a sale pursuant to the Offering that is not completed according to this Agreement; provided, however, that the reimbursement of out-of-pocket accountable expenses actually incurred by the Dealer Manager or Person associated with the Dealer Manager shall not be presumed to be unfair or unreasonable and shall be payable under normal circumstances.

(ii) Subject to the discounts and other special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d) and Section 3(c), as compensation for acting as the dealer manager of the Offering, the Company will pay the Dealer Manager, a dealer manager fee in the amount of three percent (3.0%) of the selling price of each Primary Share for which a sale is completed (the “Dealer Manager Fee”). Notwithstanding the foregoing, the Dealer Manager Fee will be reduced to two and one-half percent (2.5%) if the Selling Commission is seven and one-half percent (7.5%) as described above. The Dealer manager may retain or re-allow all or a portion of the Dealer Manager Fee, subject to federal and state securities laws, to the Soliciting Dealer who sold the Primary Shares, as described more fully in the Soliciting Dealer Agreement. No Dealer Manager Fee will be paid in connection with DRP Shares.

(iii) All Selling Commissions and Dealer Manager Fees payable to the Dealer Manager will be paid within thirty (30) days after the investor subscribing for the Shares is admitted as a stockholder of the Company, and Dealer Manager Fees in an amount equal to the Selling Commissions and Dealer Manager Fees payable with respect to such Shares.

(iv) In no event shall the total aggregate compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited to, Selling Commissions and the Dealer Manager Fee exceed ten percent (10.0%) of gross offering proceeds from the Primary Offering in the aggregate.

In connection with the minimum amount offered by the Company pursuant to the Prospectus and FINRA’s 10% underwriting compensation limitation under FINRA Rule 2310 (“FINRA’s 10% cap”), the Dealer Manager shall advance all of the fixed expenses related to the sale of shares, including, but not limited to, wholesaling salaries, salaries of dual employees allocated to wholesaling activities, and other fixed expenses, (including, but not limited to, wholesaling expense reimbursements and the Dealer Manager’s legal expenses associated with filing the Offering with FINRA), that are required to be included within FINRA’s 10% cap to ensure that the aggregate underwriting compensation paid in connection with the Offering does not exceed FINRA’s 10% cap.

The Dealer Manager shall repay to the Company any excess amounts received over FINRA’s 10% cap if the Offering is abruptly terminated after receiving the minimum amount offered by the Company pursuant to the Prospectus and before reaching the maximum amount offered by the Company pursuant to the Prospectus.

No compensation in connection with the Offering may be paid to the Dealer Manager, Soliciting Dealers or their affiliates out of the proceeds of the Offering prior to the release of such proceeds from escrow. However, if any such payments are made from sources other than proceeds of the Offering, they shall be made only on the basis of bona fide transactions.

(v) Notwithstanding anything to the contrary contained herein, if the Company pays any Selling Commission to the Dealer Manager for sale by a Soliciting Dealer of one or more Shares and the subscription is rescinded as to one or more of the Shares covered by such subscription, then the Company shall decrease the next payment of Selling Commissions or other compensation otherwise payable to the Dealer Manager by the Company under this Agreement by an amount equal to the Selling Commission rate established in this Section 3(d), multiplied by the number of Shares as to which the subscription is rescinded. If no payment of Selling Commissions or other compensation is due to the Dealer Manager after such withdrawal occurs, then the Dealer Manager shall pay the amount specified in the preceding sentence to the Company within a reasonable period of time not to exceed thirty (30) days following receipt of notice by the Dealer Manager from the Company stating the amount owed as a result of rescinded subscriptions.

(e) REASONABLE BONA FIDE DUE DILIGENCE EXPENSES. The Company or the Advisor shall reimburse the Dealer Manager or any Soliciting Dealer for reasonable bona fide due diligence expenses incurred by the Dealer Manager or any Soliciting Dealer. The Company shall only reimburse the Dealer Manager or any Soliciting Dealer for such approved bona fide due diligence expenses to the extent such expenses have actually been incurred and are supported by detailed and itemized invoice(s) provided to the Company and permitted pursuant to the rules and regulations of FINRA.

(f) CERTAIN ADVANCES TO DEALER MANAGER. The parties hereto acknowledge that prior to the initial Effective Date, the Company may have paid to the Dealer Manager advances of monies against out-of-pocket accountable expenses actually anticipated to be incurred by the Dealer Manager in connection with the Offering (other than reasonable bona fide due diligence expenses). Such advances, if any, shall be credited against such portion of the Dealer Manager Fee payable pursuant to Section 3(d) that is retained by the Dealer Manager and not re-allowed until the full amount of such advances is offset. Such advances are not intended to be in addition to the compensation set forth in Section 3(d) and any and all monies advanced that are not utilized for out-of-pocket accountable expenses actually incurred by the Dealer Manager in connection with the Offering (other than reasonable bona fide due diligence expenses) shall be reimbursed by the Dealer Manager to the Company.

4. CONDITIONS TO THE DEALER MANAGER’S OBLIGATIONS. The Dealer Manager’s obligations hereunder shall be subject to the following conditions, and if all such conditions are not satisfied or waived by the Dealer Manager on or before the applicable date set forth below or at any time thereafter until the Termination Date (as defined in Section 10(a)), then the Dealer Manager is not obligated hereunder and no funds shall be released (1) from the Escrow Account if the Dealer Manager provides notice to this effect to the Company and the Escrow Agent, and (2) from the Deposit Account if the Dealer Manager provides notice to this effect to the Company and the Depository Bank:

(a) The representations and warranties on the part of the Company and the Advisor contained in this Agreement hereof shall be true and correct in all material respects and the Company and the Advisor shall have complied with their covenants, agreements and obligations contained in this Agreement in all material respects;

(b) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and, to the best knowledge of the Company and the Advisor, no proceedings for that purpose shall have been instituted, threatened or contemplated by the Commission; and any request by the Commission for additional information (to be included in the Registration Statement or Prospectus or otherwise) shall have been complied with to the reasonable satisfaction of the Dealer Manager.

(c) The Registration Statement and the Prospectus, and any amendment or any supplement thereto, shall not contain any untrue statement of material fact, or omit to state a material fact required to be stated therein, in light of the circumstances under which they are made, or necessary to make the statements therein not misleading.

(d) On the initial Effective Date and at or prior to the fifth business day following the Effective Date of each post-effective amendment to the Registration Statement that includes or incorporates by reference the audited financial statements for the preceding fiscal year, the Dealer Manager reserves the right to receive from Grant Thornton LLP, or other such independent registered public accountants for the Company, (i) a letter, dated the applicable date, addressed to the Dealer Manager, in form and substance satisfactory to the Dealer Manager, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to placement agents or dealer managers, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited financial statements and certain financial information contained in the Registration Statement and the Prospectus, and (ii) confirming that they are (A) independent registered public accountants as required by the Securities Act, and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X.

(e) At or prior to the fifth business day following (i) the request by the Dealer Manager in connection with any third party due diligence investigation, and (ii) the Effective Date of each post-effective amendment to the Registration Statement (other than post-effective amendments filed solely pursuant to Rule 462(d) under the Securities Act and other than the post-effective amendments referred to in Section 4(d) ), the Dealer Manager shall have received from Grant Thornton LLP or such other independent public or certified public accountants for the Company, a letter, dated such date, in form and substance satisfactory to the Dealer Manager, to the effect that they reaffirm the statements made in the most recent letter furnished pursuant to Section 4(d), except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the date of the letter furnished pursuant to this Section 4(e).

(f) On the Effective Date the Dealer Manager shall have received the opinion of Alston & Bird LLP acting as counsel for the Company, and a supplemental “negative assurances” letter from such counsel, dated as of the Effective Date, and in the form and substance reasonably satisfactory to the Dealer Manager.

(g) At or prior to the Effective Date and at or prior to the fifth business day following the effective date of each post-effective amendment to the Registration Statement (other than post-effective amendments filed solely pursuant to Rule 462(d) under the Securities Act), the Dealer Manager shall have received a written certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of the applicable date, to the effect that: (i) the representations and warranties of the Company and the Advisor set forth in this Agreement are true and correct in all material respects with the same force and effect as though expressly made on and as of the applicable date; and (ii) the Company and the Advisor have complied in all material respects with all the agreements hereunder and satisfied all the conditions on their part to be performed or satisfied hereunder at or prior to the applicable date.

5. COVENANTS OF THE COMPANY AND THE ADVISOR. The Company and the Advisor covenant and agree with the Dealer Manager as follows:

(a) REGISTRATION STATEMENT. The Company will use commercially reasonable efforts to (i) cause the Registration Statement and any subsequent amendments thereto to become effective as promptly as possible and (ii) on an ongoing basis maintain effective status with the Commission thereafter. The Company will furnish a copy of any proposed amendment or supplement of the Registration Statement or the Prospectus to the Dealer Manager. The Company will comply in all material respects with all federal and state securities laws, rules and regulations which are required to be complied with in order to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and of the Prospectus.

(b) COMMISSION ORDERS. If the Commission shall issue any stop order or any other order preventing or suspending the use of the Prospectus, or shall institute any proceedings for that purpose, then the Company will promptly notify the Dealer Manager and use its commercially reasonable efforts to prevent the issuance of any such order and, if any such order is issued, to use commercially reasonable efforts to obtain the removal thereof as promptly as possible.

(c) BLUE SKY QUALIFICATIONS. The Company will use commercially reasonable efforts to qualify the Shares for offering and sale under the securities or blue sky laws of such jurisdictions as the Dealer Manager and the Company shall mutually agree upon and to make such applications, file such documents and furnish such information as may be reasonably required for that purpose. The Company will, at the Dealer Manager’s request, furnish the Dealer Manager with a copy of such papers filed by the Company in connection with any such qualification. The Company will promptly advise the Dealer Manager of the issuance by such securities administrators of any stop order preventing or suspending the use of the Prospectus or of the institution of any proceedings for that purpose, and will use its commercially reasonable efforts to prevent the issuance of any such order and if any such order is issued, to use its commercially reasonable efforts to obtain the removal thereof as promptly as possible. The Company will furnish the Dealer Manager with a Blue Sky Survey dated as of the initial Effective Date, which will be supplemented to reflect changes or additions to the information disclosed in such survey.

(d) AMENDMENTS AND SUPPLEMENTS. If, at any time when a Prospectus relating to the Shares is required to be delivered under the Securities Act, any event shall have occurred to the knowledge of the Company, or the Company receives notice from the Dealer Manager that it believes such an event has occurred, as a result of which the Prospectus or any Approved Sales Literature as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein not misleading in light of the circumstances existing at the time it is so required to be delivered to a subscriber, or if it is necessary at any time to amend the Registration Statement or supplement the Prospectus relating to the Shares to comply with the Securities Act, then the Company will promptly notify the Dealer Manager thereof (unless the information shall have been received from the Dealer Manager) and will prepare and file with the Commission an amendment or supplement which will correct such statement or effect such compliance to the extent required, and shall make available to the Dealer Manager thereof sufficient copies for its own use and/or distribution to the Soliciting Dealers.

(e) REQUESTS FROM COMMISSION. The Company will promptly advise the Dealer Manager of any request made by the Commission or a state securities administrator for amending the Registration Statement, supplementing the Prospectus or for additional information.

(f) COPIES OF REGISTRATION STATEMENT. The Company will furnish the Dealer Manager with one signed copy of the Registration Statement, including its exhibits, and such additional copies of the Registration Statement, without exhibits, and the Prospectus and all amendments and supplements thereto, which are finally approved by the Commission, as the Dealer Manager may reasonably request for sale of the Shares.

(g) QUALIFICATION TO TRANSACT BUSINESS. The Company will take all steps necessary to ensure that at all times the Company will validly exist as a Maryland corporation and will be qualified to do business in all jurisdictions in which the conduct of its business requires such qualification and where such qualification is required under local law.

(h) AUTHORITY TO PERFORM AGREEMENTS. The Company undertakes to obtain all consents, approvals, authorizations or orders of any court or governmental agency or body which are required for the Company’s performance of this Agreement and under the Company’s articles of incorporation (as the same may be amended, supplemented or otherwise modified from time-to-time, the “Company’s Charter”) and bylaws for the consummation of the transactions contemplated hereby and thereby, respectively, or the conducting by the Company of the business described in the Prospectus.

(i) SALES LITERATURE. The Company will furnish to the Dealer Manager as promptly as shall be practicable upon request any Approved Sales Literature (provided that the use of said material has been first approved for use by all appropriate regulatory agencies). Any supplemental sales literature or advertisement, regardless of how labeled or described, used in addition to the Prospectus in connection with the Offering which is furnished or approved by the Company (including, without limitation, Approved Sales Literature) shall, to the extent required, be filed with and, to the extent required, approved by the appropriate securities agencies and bodies, provided that the Dealer Manager will make all FINRA filings, to the extent required. The Company will be responsible for all Approved Sales Literature. The Company agrees to prepare sales literature reasonably requested by the Dealer Manager in connection with the Offering. The Company and the Dealer Manager agree that all sales literature developed in connection with the Offering shall be the property of the Company and the Company shall have control of all such sales literature. Each of the Company and the Advisor will not (and will cause its affiliates to not): (1) show or give to any investor or prospective investor or reproduce any material or writing that is marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public and (2) show or give to any investor or prospective investor in a particular jurisdiction any material or writing if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction.

(j) CERTIFICATES OF COMPLIANCE. The Company shall provide, from time to time upon request of the Dealer Manager, certificates of its chief executive officer and chief financial officer of compliance by the Company of the requirements of this Agreement.

(k) USE OF PROCEEDS. The Company will apply the proceeds from the sale of the Shares as set forth in the Prospectus.

(l) CUSTOMER INFORMATION. The Company shall:

(i) abide by and comply with (A) the privacy standards and requirements of the Gramm-Leach-Bliley Act of 1999 (the “GLB Act”), (B) the privacy standards and requirements of any other applicable federal or state law, and (C) its own internal privacy policies and procedures, each as may be amended from time to time;

(ii) refrain from the use or disclosure of nonpublic personal information (as defined under the GLB Act) of all customers who have opted out of such disclosures except as necessary to service the customers or as otherwise necessary or required by applicable law; and

(iii) determine which customers have opted out of the disclosure of nonpublic personal information by periodically reviewing and, if necessary, retrieving an aggregated list of such customers from the Soliciting Dealers (the “List”) to identify customers that have exercised their opt-out rights. If either party uses or discloses nonpublic personal information of any customer for purposes other than servicing the customer, or as otherwise required by applicable law, that party will consult the List to determine whether the affected customer has exercised his or her opt-out rights. Each party understands that it is prohibited from using or disclosing any nonpublic personal information of any customer that is identified on the List as having opted out of such disclosures.

(m) DEALER MANAGER’S REVIEW OF PROPOSED AMENDMENTS AND SUPPLEMENTS. Prior to amending or supplementing the Registration Statement, any preliminary prospectus or the Prospectus (including any amendment or supplement through incorporation of any report filed under the Exchange Act), the Company shall furnish to the Dealer Manager for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each such proposed amendment or supplement, and the Company shall not file or use any such proposed amendment or supplement without the Dealer Manager’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

(n) CERTAIN PAYMENTS. Without the prior consent of the Dealer Manager, none of the Company, the Advisor or any of their respective affiliates will make any payment (cash or non-cash) to any associated Person or registered representative of the Dealer Manager.

(o) ESCROW AGREEMENT. The Company will enter into an escrow agreement (the “Escrow Agreement”) with the Dealer Manager and UMB Bank, N.A. (the “Escrow Agent”), substantially in the form included as an exhibit to the Registration Statement, which will provide for the establishment of an escrow account (the “Escrow Account”) for the purpose of holding subscription funds in respect of Shares. Once a minimum of $2,000,000 of subscription funds from the sale of Shares (the “Minimum Offering”) has been deposited in the Escrow Account, upon determination by the Company that it intends to break escrow, the Company shall deposit (or cause to be deposited) all subscription funds from the sale of Shares to a designated deposit account in the name of the Company (the “Deposit Account”) at a depository bank (the “Depository Bank”) which shall be subject to the reasonable prior approval of the Dealer Manager, subject to any higher or continuing escrow obligations imposed by certain states as described in the Prospectus. The Deposit Account shall be subject to a deposit account control agreement between the Depository Bank, the Company, and the Dealer Manager (the “Control Agreement”). As used herein, “Person” or “Persons” means any individual, firm, corporation, partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, limited liability company, governmental authority or agency or other entity of any kind. If the Minimum Offering has not been obtained prior to the Termination Date (as defined in Section 10(a)), the Escrow Agent shall, promptly following the Termination Date, but in no event more than ten (10) days after the Termination Date, refund to each investor by check funds deposited in the Escrow Account or shall return the instruments of payment delivered to the Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each investor at the address provided in the list of investors.

(p) DEPOSIT ACCOUNT. Once subscription funds from Persons unaffiliated with the Company or the Advisor in the Escrow Account aggregate a minimum of $2,000,000 in respect of Shares, subject to any continuing escrow obligations imposed by certain states as described in the Prospectus, the Company will deposit all subsequent subscription funds in the Deposit Account. At all times until the Termination Date, the Deposit Account shall be subject to the Control Agreement that will provide, among other things, that no funds shall be able to be withdrawn from the Deposit Account once the Dealer Manager provides notice to the Company and the Depository Bank that a condition set forth in Section 4 has not been satisfied or waived by the Dealer Manager. Such restriction on withdrawal shall continue until the Dealer Manager notifies the Company and the Depository Bank that funds in the Deposit Account can be released upon order of the Company.

(q) REGULATORY FILINGS. Notwithstanding anything herein to the contrary, the Company shall provide to the Dealer Manager for its prior approval (not to be unreasonably withheld, conditioned or delayed) with a copy of any notice, filing, application, registration, document, correspondence or other information that the Company proposes to deliver, make or file with any governmental authority or agency (federal, state or otherwise) or with FINRA in connection with the Offering, this Agreement or any of the transactions completed hereby.

6. COVENANTS OF THE DEALER MANAGER. The Dealer Manager covenants and agrees with the Company as follows:

(a) COMPLIANCE WITH LAWS. With respect to the Dealer Manager’s participation and the participation by each Soliciting Dealer in the offer and sale of the Shares (including, without limitation, any resales and transfers of Shares), the Dealer Manager agrees, and each Soliciting Dealer in its Soliciting Dealer Agreement will agree, to comply in all material respects with all applicable requirements of (i) the Securities Act, the Securities Act Rules and Regulations, the Exchange Act, the Exchange Act Rules and Regulations and all other federal regulations applicable to the Offering and the sale of Shares (ii) all applicable state securities or blue sky laws and regulations, from time to time in effect, and (iii) the Rules of FINRA applicable to the Offering, from time to time in effect, specifically including, but not in any way limited to, NASD Rules 2340 and 2420 and FINRA Rules 2310, 5131 and 5141 therein. The Dealer Manager will not offer the Shares for sale in any jurisdiction unless and until it has been advised that the Shares are either registered in accordance with, or exempt from, the securities and other laws applicable thereto.

In addition, the Dealer Manager shall, in accordance with applicable law or as prescribed by any state securities administrator, provide, or require in the Soliciting Dealer Agreement that the Soliciting Dealer shall provide, to any prospective investor copies of the Prospectus and any supplements thereto during the course of the Offering and prior to the sale. The Company may provide the Dealer Manager with certain Approved Sales Literature to be used by the Dealer Manager and the Soliciting Dealers in connection with the solicitation of purchasers of the Shares. The Dealer Manager agrees not to deliver the Approved Sales Literature to any Person prior to the initial Effective Date. If the Dealer Manager elects to use such Approved Sales Literature after the initial Effective Date, then the Dealer Manager agrees that such material shall not be used by it in connection with the solicitation of purchasers of the Shares and that it will direct Soliciting Dealers not to make such use unless accompanied or preceded by the Prospectus, as then currently in effect, and as it may be amended or supplemented in the future. The Dealer Manager agrees that it will not use any Approved Sales Literature other than those provided to the Dealer Manager by the Company for use in the Offering.

(b) NO ADDITIONAL INFORMATION. In offering the Shares for sale, the Dealer Manager shall not, and each Soliciting Dealer shall agree not to, give or provide any information or make any representation other than those contained in the Prospectus or the Approved Sales Literature. The Dealer Manager shall not (i) show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Company and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public and (ii) show or give to any investor or prospective investor in a particular jurisdiction any material or writing that is supplied to it by the Company if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction.

(c) SALES OF SHARES. The Dealer Manager shall, and each Soliciting Dealer shall agree to, solicit purchases of the Shares only in the jurisdictions in which the Dealer Manager and such Soliciting Dealer are legally qualified to so act and in which the Dealer Manager and each Soliciting Dealer have been advised by the Company in writing that such solicitations can be made.

(d) SUBSCRIPTION AGREEMENT. The Dealer Manager will comply in all material respects with the subscription procedures and “Plan of Distribution” set forth in the Prospectus. Subscriptions will be submitted by the Dealer Manager and each Soliciting Dealer to the Company only on the form which is included as Exhibit B to the Prospectus (the “Subscription Agreement”). The Dealer Manager understands and acknowledges, and each Soliciting Dealer shall acknowledge, that the Subscription Agreement must be executed and initialed by the subscriber as provided for by the Subscription Agreement.

(e) SUITABILITY. The Dealer Manager will offer Shares, and in its agreement with each Soliciting Dealer will require that the Soliciting Dealer offer Shares, only to Persons that it has reasonable grounds to believe meet the financial qualifications set forth in the Prospectus or in any suitability letter or memorandum sent to it by the Company and will only make offers to Persons in the states in which it is advised in writing by the Company that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Dealer Manager will comply, and in its agreements with the Soliciting Dealers, the Dealer Manager will require that the Soliciting Dealers comply, with the provisions of all applicable rules and regulations relating to suitability of investors, including without limitation the FINRA Conduct Rules and the provisions of Article III.C of the Statement of Policy Regarding Real Estate Investment Trusts of the North American Securities Administrators Association, Inc. (the “NASAA Guidelines”). The Dealer Manager agrees that in recommending the purchase of the Primary Shares to an investor, the Dealer Manager and each Person associated with the Dealer Manager that make such recommendation shall have, and each Soliciting Dealer in its Soliciting Dealer Agreement shall agree with respect to investors to which it makes a recommendation shall agree that it shall have, reasonable grounds to believe, on the basis of information obtained from the investor concerning the investor’s investment objectives, other investments, financial situation and needs, and any other information known by the Dealer Manager, the Person associated with the Dealer Manager or the Soliciting Dealer that: (i) the investor is or will be in a financial position appropriate to enable the investor to realize to a significant extent the benefits described in the Prospectus, including the tax benefits where they are a significant aspect of the Company; (ii) the investor has a fair market net worth sufficient to sustain the risks inherent in the program, including loss of investment and lack of liquidity; and (iii) an investment in the Shares offered in the Primary Offering is otherwise suitable for the investor. The Dealer Manager agrees as to investors to whom it makes a recommendation with respect to the purchase of the Shares in the Primary Offering (and each Soliciting Dealer in its Soliciting Dealer Agreement shall agree, with respect to investors to whom it makes such recommendations) to maintain in the files of the Dealer Manager (or the Soliciting Dealer, as applicable) documents disclosing the basis upon which the determination of suitability was reached as to each investor. In making the determinations as to financial qualifications and as to suitability required by the NASAA Guidelines, the Dealer Manager and Soliciting Dealers may rely on (A) representations from investment advisers who are not affiliated with a Soliciting Dealer, banks acting as trustees or fiduciaries, and (B) information it has obtained from a prospective investor, including such information as the investment objectives, other investments, financial situation and needs of the Person or any other information known by the Dealer Manager (or Soliciting Dealer, as applicable), after due inquiry. Notwithstanding the foregoing, the Dealer Manager shall not, and each Soliciting Dealer shall agree not to, execute any transaction in the Company in a discretionary account without prior written approval of the transaction by the customer.

(f) SUITABILITY RECORDS. The Dealer Manager shall, and each Soliciting Dealer shall agree to, maintain, for at least six years or for a period of time not less than that required in order to comply with all applicable federal, state and other regulatory requirements, whichever is later, a record of the information obtained to determine that an investor meets the suitability standards imposed on the offer and sale of the Shares (both at the time of the initial subscription and at the time of any additional subscriptions) and a representation of the investor that the investor is investing for the investor’s own account or, in lieu of such representation, information indicating that the investor for whose account the investment was made met the suitability standards. The Company agrees that the Dealer Manager can satisfy its obligation by contractually requiring such information to be maintained by the investment advisers or banks referred to in Section 6(e).

(g) SOLICITING DEALER AGREEMENTS. All engagements of the Soliciting Dealers will be evidenced by a Soliciting Dealer Agreement.

(h) ELECTRONIC DELIVERY. If it intends to use electronic delivery to distribute the Prospectus to any Person, that it will comply with all applicable requirements of the Commission, the Blue Sky laws and/or FINRA and any other laws or regulations related to the electronic delivery of documents.

(i) COORDINATION. The Company and the Dealer Manager shall have the right, but not the obligation, to meet with key personnel of the other on an ongoing and regular basis to discuss the conduct of their respective officers.

(j) ANTI-MONEY LAUNDERING COMPLIANCE. Although acting as a wholesale distributor and not itself selling shares directly to investors, the Dealer Manager represents to the Company that it has established and implemented anti-money laundering compliance programs (“AML Program”) in accordance with applicable law, including applicable FINRA Conduct Rules, Exchange Act Rules and Regulations and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended (the “USA PATRIOT Act”), specifically including, but not limited to, Section 352 of the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001 (the “Money Laundering Abatement Act”, and together with the USA PATRIOT Act, the “AML Rules”), reasonably expected to detect and cause the reporting of suspicious transactions in connection with the offering and sale of the Shares. The Dealer Manager further represents that it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act, and the Dealer Manager hereby covenants to remain in compliance with such requirements and shall, upon request by the Company, provide a certification to the Company that, as of the date of such certification (i) its AML Program is consistent with the AML Rules, and (ii) it is currently in compliance with all AML Rules, specifically including, but not limited to, the Customer Identification Program requirements under Section 326 of the Money Laundering Abatement Act.

(k) COOPERATION. Upon the expiration or earlier termination of this Agreement, the Dealer Manager will use reasonable efforts to cooperate fully with the Company and any other party that may be necessary to accomplish an orderly transfer and transfer to a successor dealer manager of the operation and management of the services the Dealer Manager is providing to the Company under this Agreement. The Dealer Manager will not be entitled to receive any additional fee in connection with the foregoing provisions of this Section 6(k), but the Company will pay or reimburse the Dealer Manager for any out-of-pocket expenses reasonably incurred by the Dealer Manager in connection therewith.

(l) CUSTOMER INFORMATION. The Dealer Manager will use commercially reasonable efforts to provide the Company with any and all subscriber information that the Company requests in order for the Company to comply with the requirements under Section 5(l) above.

7. EXPENSES.

(a) Subject to Sections 7(b) and 7(c), the Dealer Manager shall pay all of its own costs and expenses incident to the performance of its obligations under this Agreement.

(b) The Company agrees to pay all costs and expenses related to:

(i) the Commission’s registration of the offer and sale of the Shares with the Commission;

(ii) expenses of printing the Registration Statement and the Prospectus and any amendment or supplement thereto as herein provided;

(iii) fees and expenses incurred in connection with any required filing with FINRA;

(iv) all the expenses of agents of the Company, excluding the Dealer Manager, incurred in connection with performing marketing and advertising services for the Company; and

(v) expenses of qualifying the Shares for offering and sale under state blue sky and securities laws, and expenses in connection with the preparation and printing of the Blue Sky Survey.

(c) The Company shall reimburse the Dealer Manager and Soliciting Dealers for approved or deemed approved bona fide due diligence expenses in accordance with Section 3(e).

8. INDEMNIFICATION.

(a) INDEMNIFIED PARTIES DEFINED. For the purposes of this Agreement, an “Indemnified Party” shall mean a Person entitled to indemnification under Section 8, as well as such Person’s officers, directors (including with respect to the Company, any Person named in the Registration Statement with his or her consent as becoming a director in the future), employees, members, partners, affiliates, agents and representatives, and each Person, if any, who controls such Person within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

(b) INDEMNIFICATION OF THE DEALER MANAGER AND SOLICITING DEALERS. The Company will indemnify, defend and hold harmless the Dealer Manager and the Soliciting Dealers, and their respective Indemnified Parties, from and against any losses, claims, expenses (including reasonable legal and other expenses incurred in investigating and defending such claims or liabilities), damages or liabilities, joint or several, to which any such Soliciting Dealers or the Dealer Manager, or their respective Indemnified Parties, may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Company or the Advisor, any material breach of a covenant contained herein by the Company or the Advisor, or any material failure by the Company or the Advisor to perform, its obligations hereunder or to comply with state or federal securities laws applicable to the Offering; (ii) any untrue statement or alleged untrue statement of a material fact contained (A) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus, (B) in any Approved Sales Literature or (C) in any blue sky application or other document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Offered Shares for sale under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”); or (iii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereto to make the statements therein not misleading or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company will reimburse each Soliciting Dealer or the Dealer Manager, and their respective Indemnified Parties, for any reasonable legal or other expenses incurred by such Soliciting Dealer or the Dealer Manager, and their respective Indemnified Parties, in connection with investigating or defending such loss, claim, expense, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, expense, damage or liability arises out of, or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or any post-effective amendment thereof or the Prospectus or any such amendment thereof or supplement thereto. This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Notwithstanding the foregoing, as required by the Company’s Charter and Section II.G. of the NASAA REIT Guidelines, the indemnification and agreement to hold harmless provided in this Section 8(b) is further limited to the extent that no such indemnification by the Company of a Soliciting Dealer or the Dealer Manager, or their respective Indemnified Parties, shall be permitted under this Agreement for, or arising out of, an alleged violation of federal or state securities laws, unless one or more of the following conditions are met: (a) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular Indemnified Party; (b) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular Indemnified Party; or (c) a court of competent jurisdiction approves a settlement of the claims against the particular Indemnified Party and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities regulatory authority in which the securities were offered or sold as to indemnification for violations of securities laws.

(c) DEALER MANAGER INDEMNIFICATION OF THE COMPANY AND ADVISOR. The Dealer Manager will indemnify, defend and hold harmless the Company, the Advisor, each of their Indemnified Parties and each Person who has signed the Registration Statement, from and against any losses, claims, expenses (including the reasonable legal and other expenses incurred in investigating and defending any such claims or liabilities), damages or liabilities to which any of the aforesaid parties may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, expenses, damages (or actions in respect thereof) arise out of or are based upon: (i) in whole or in part, any material inaccuracy in a representation or warranty contained herein by the Dealer Manager or any material breach of a covenant contained herein by the Dealer Manager; (ii) any untrue statement or any alleged untrue statement of a material fact contained (A) in any Registration Statement or any post-effective amendment thereto or in the Prospectus or any amendment or supplement to the Prospectus, (B) in any Approved Sales Literature, or (C) any Blue Sky Application; (iii) the omission or alleged omission to state a material fact required to be stated in the Registration Statement or any post-effective amendment thereof to make the statements therein not misleading, or the omission or alleged omission to state a material fact required to be stated in the Prospectus or any amendment or supplement to the Prospectus to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that in each case described in clauses (ii) and (iii) to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement or any such post-effective amendments thereof or the Prospectus or any such amendment thereof or supplement thereto; (iv) any use of sales literature, including “broker-dealer use only” materials, by the Dealer Manager that is not Approved Sales Literature; or (v) any untrue statement made by the Dealer Manager or omission by the Dealer Manager to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the Offering, in each case, other than statements or omissions made in conformity with the Registration Statement, the Prospectus, any Approved Sales Literature or any other materials or information furnished by or on behalf of the Company. The Dealer Manager will reimburse the aforesaid parties for any reasonable legal or other expenses incurred in connection with investigation or defense of such loss, claim, expense, damage, liability or action. This indemnity agreement will be in addition to any liability which the Dealer Manager may otherwise have.

(d) SOLICITING DEALER INDEMNIFICATION OF THE COMPANY. By virtue of entering into the Soliciting Dealer Agreement, each Soliciting Dealer severally will agree to indemnify, defend and hold harmless the Company, the Dealer Manager, each of their respective Indemnified Parties, and each Person who signs the Registration Statement, from and against any losses, claims, expenses, damages or liabilities to which the Company, the Dealer Manager, or any of their respective Indemnified Parties, or any Person who signed the Registration Statement, may become subject, under the Securities Act or otherwise, as more fully described in the Soliciting Dealer Agreement.

(e) ACTION AGAINST PARTIES; NOTIFICATION. Promptly after receipt by any Indemnified Party under this Section 8 of notice of the commencement of any action, such Indemnified Party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8, promptly notify the indemnifying party of the commencement thereof; provided, however, that the failure to give such notice shall not relieve the indemnifying party of its obligations hereunder except to the extent it shall have been actually prejudiced by such failure. In case any such action is brought against any Indemnified Party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the Indemnified Party for reasonable legal and other expenses incurred by such Indemnified Party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of, and unconditional release of all liabilities from, the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such Indemnified Party on account of any settlement of any claim or action effected without the consent of such indemnifying party, such consent not to be unreasonably withheld or delayed.

(f) REIMBURSEMENT OF FEES AND EXPENSES. An indemnifying party under Section 8 of this Agreement shall be obligated to reimburse an Indemnified Party for reasonable legal and other expenses as follows:

(i) In the case of the Company indemnifying the Dealer Manager, the advancement of Company funds to the Dealer Manager for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought shall be permissible (in accordance with Section II.G. of the NASAA Guidelines) only if all of the following conditions are satisfied: (A) the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company; (B) the legal action is initiated by a third party who is not a shareholder of the Company or the legal action is initiated by a shareholder of the Company acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and (C) the Dealer Manager undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which the Dealer Manager is found not to be entitled to indemnification.

(ii) In any case of indemnification other than that described in Section 8(f)(i) above, the indemnifying party shall pay all legal fees and expenses reasonably incurred by the Indemnified Party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obligated to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one Indemnified Party. If such claims or actions are alleged or brought against more than one Indemnified Party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm (in addition to local counsel) that has been participating by a majority of the indemnified parties against which such action is finally brought; and if a majority of such indemnified parties is unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an Indemnified Party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

9. CONTRIBUTION.

(a) If the indemnification provided for in Section 8 is for any reason unavailable to or insufficient to hold harmless an Indemnified Party in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses incurred by such Indemnified Party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, the Dealer Manager and the Soliciting Dealer, respectively, from the proceeds received in Primary Offering pursuant to this Agreement and the relevant Soliciting Dealer Agreement, or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company, the Dealer Manager and the Soliciting Dealer, respectively, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

(b) The relative benefits received by the Company, the Dealer Manager and the Soliciting Dealer, respectively, in connection with the proceeds received in the Primary Offering pursuant to this Agreement and the relevant Soliciting Dealer Agreement shall be deemed to be in the same respective proportion as the total net proceeds from the Primary Offering pursuant to this Agreement and the relevant Soliciting Dealer Agreement (before deducting expenses), received by the Company, and the total Selling Commissions and Dealer Manager Fees received by the Dealer Manager and the Soliciting Dealer, respectively, in each case as set forth on the cover of the Prospectus bear to the aggregate offering price of the Shares sold in the Primary Offering as set forth on such cover.

(c) The relative fault of the Company, the Dealer Manager and the Soliciting Dealer, respectively, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact related to information supplied by the Company, by the Dealer Manager or by the Soliciting Dealer, respectively, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(d) The Company, the Dealer Manager and the Soliciting Dealer (by virtue of entering into the Soliciting Dealer Agreement) agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable contributions referred to above in this Section 9. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an Indemnified Party and referred to above in this Section 9 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission or alleged omission.

(e) Notwithstanding the provisions of this Section 9, the Dealer Manager and the Soliciting Dealer shall not be required to contribute any amount by which the total price at which the Shares sold in the Primary Offering to the public by them exceeds the amount of any damages which the Dealer Manager and the Soliciting Dealer have otherwise been required to pay by reason of any untrue or alleged untrue statement or omission or alleged omission.

(f) No party guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any party who was not guilty of such fraudulent misrepresentation.

(g) For the purposes of this Section 9, the Dealer Manager’s officers, directors, employees, members, partners, agents and representatives, and each Person, if any, who controls the Dealer Manager within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution of the Dealer Manager, and each officers, directors, employees, members, partners, agents and representatives of the Company, each officer of the Company who signed the Registration Statement and each Person, if any, who controls the Company, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution of the Company. The Soliciting Dealers’ respective obligations to contribute pursuant to this Section 9 are several in proportion to the number of Shares sold by each Soliciting Dealer in the Primary Offering and not joint.

10. TERMINATION OF THIS AGREEMENT.

(a) TERM; EXPIRATION. This Agreement shall become effective on the initial Effective Date. Unless sooner terminated pursuant to this Section 10(a), this Agreement shall expire at the end of the Offering Period. This Agreement may be earlier terminated (i) by the Company pursuant to Section 10(b) and (ii) by the Dealer Manager pursuant to Section 10(c). The date upon which this Agreement shall have so expired or been terminated earlier shall be referred to as the “Termination Date”.

(b) TERMINATION BY THE COMPANY. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Company, upon at least sixty (60) days’ written notice to the Dealer Manager. The Company also may terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Cause” termination due to a material breach of this Agreement, upon written notice of termination from the Board of Directors of the Company to the Dealer Manager if any of the following events occur:

(i) For Cause (as defined below);

(ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Dealer Manager in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Dealer Manager or for any substantial part of its property or orders the winding up or liquidation of the Dealer Manager’s affairs;

(iii) The Dealer Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Dealer Manager or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due;

As used above, “Cause” shall mean fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of the Dealer Manager’s obligations under this Agreement which materially adversely affects the Dealer Manager’s ability to perform its duties; or a material breach of this Agreement by the Dealer Manager which materially affects adversely the Dealer Manager’s ability to perform its duties, provided that (A) Dealer Manager does not cure any such material breach within thirty (30) days of receiving notice of such material breach from the Company, or (B) if such material breach is not of a nature that can be remedied within such period, the Dealer Manager does not diligently take all reasonable steps to cure such breach or does not cure such breach within a reasonable time period.

(c) TERMINATION BY DEALER MANAGER. Beginning six months following the initial Effective Date, this Agreement may be terminated at the sole option of the Dealer Manager, upon at least six (6) months’ written notice to the Company. The Dealer Manager also may terminate this Agreement immediately, subject to the thirty (30)-day cure period for a “for Good Reason” termination due to a material breach of this Agreement, upon written notice of termination from the Dealer Manager to the Company if any of the following events occur:

(i) For Good Reason (as defined below);

(ii) A court of competent jurisdiction enters a decree or order for relief in respect of the Company or any of its subsidiaries in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of its property or orders the winding up or liquidation of the Company’s or any of its subsidiaries’ affairs;

(iii) The Company or any of its subsidiaries commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Company or any of its subsidiaries or for any substantial part of their property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts as they become due;

(iv) There shall have been a material change in the nature of the business conducted or contemplated to be conducted as set forth in the Registration Statement at the initial Effective Date by the Company and its subsidiaries, considered as one entity;

(v) There shall have occurred a Company MAE, whether or not arising in the ordinary course of business;

(vi) A stop order suspending the effectiveness of the Registration Statement shall have been issued by the Commission and is not rescinded within 10 business days after the issuance thereof; or

(vii) A material action, suit, proceeding or investigation of the type referred to in Section 1(g) shall have occurred or arisen on or after the initial Effective Date.

As used above, “Good Reason” shall mean fraud, criminal conduct, willful misconduct or willful or grossly negligent breach of the Company’s obligations under this Agreement, or a material breach of this Agreement by the Company, provided that (i) the Company does not cure any such material breach within thirty (30) days of receiving notice of such material breach from the Dealer Manager, or (ii) if such material breach is not of a nature that can be remedied within such period, the Company does not diligently take all reasonable steps to cure such breach or does not cure such breach within a reasonable time period.

(d) DELIVERY OF RECORDS UPON EXPIRATION OR EARLY TERMINATION. Upon the expiration or early termination of this Agreement for any reason, the Dealer Manager shall (i) promptly forward any and all funds, if any, in its possession which were received from investors for the sale of Shares into the Escrow Account for the deposit of investor funds, (ii) to the extent not previously provided to the Company, provide a list of all investors who have subscribed for or purchased shares and all broker-dealers with whom the Dealer Manager has entered into a Soliciting Dealer Agreement, (iii) notify Soliciting Dealers of such termination, and (iv) promptly deliver to the Company copies of any sales literature designed for use specifically for the Offering that it is then in the process of preparing. Upon expiration or earlier termination of this Agreement, the Company shall pay to the Dealer Manager all compensation to which the Dealer Manager is or becomes entitled under Section 3(d) at such time as such compensation becomes payable.

11. MISCELLANEOUS.

(a) SURVIVAL. The following provisions of the Agreement shall survive the expiration or earlier termination of this Agreement: Section 3(d); Section 5(l); Section 6(k); Section 7; Section 8; Section 9; Section 10; and Section 11. Notwithstanding anything else that may be to the contrary herein, the expiration or earlier termination of this Agreement shall not relieve a party for liability for any breach occurring prior to such expiration or earlier termination.

(b) NOTICES. All notices, consents, approvals, waivers or other communications (each a “Notice”) required or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and shall be deemed given or delivered: (i) when delivered personally or by commercial messenger; (ii) one business day following deposit with a recognized overnight courier service, provided such deposit occurs prior to the deadline imposed by such service for overnight delivery; or (iii) when transmitted, if sent by facsimile transmission, provided confirmation of receipt is received by sender and such Notice is sent or delivered contemporaneously by an additional method provided hereunder; in each case above provided such Notice is addressed to the intended recipient thereof as set forth below:

If to the Company:	ARC Realty Finance Trust, Inc.
	405 Park Avenue
	New York, New York 10022
	Facsimile No.: (212) 421-5799
	Attention: Nicholas S. Schorsch, Chief Executive Officer

	with a copy to:

	Alston & Bird LLP
	1201 West Peachtree Street
	Atlanta, GA 30309-3424
	Facsimile No.: (404) 881-7777
	Attention: Rosemarie A. Thurston, Esq.

If to the Dealer Manager:	Realty Capital Securities, LLC
	Three Copley Place, Suite 3300
	Boston, MA 02116
	Facsimile No.: (857) 207-3399
	Attention: Louisa Quarto
	President

	with a copy to:

	Alston & Bird LLP
	1201 West Peachtree Street
	Atlanta, GA 30309-3424
	Facsimile No.: (404) 881-7777
	Attention: Rosemarie A. Thurston, Esq.

If to the Advisor:	ARC Realty Finance Advisors, LLC
	405 Park Avenue
	New York, New York 10022
	Facsimile No.: (212) 421-5799
	Attention: Nicholas S. Schorsch, Chief Executive Officer

	with a copy to:

	Alston & Bird LLP
	1201 West Peachtree Street
	Atlanta, GA 30309-3424
	Facsimile No.: (404) 881-7777
	Attention: Rosemarie A. Thurston, Esq.

Any party may change its address specified above by giving each party notice of such change in accordance with this Section 11(b).

(c) SUCCESSORS AND ASSIGNS. No party shall assign (voluntarily, by operation of law or otherwise) this Agreement or any right, interest or benefit under this Agreement without the prior written consent of each other party. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and assigns.

(d) INVALID PROVISION. The invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted.

(e) APPLICABLE LAW. This Agreement and any disputes relative to the interpretation or enforcement hereto shall be governed by and construed under the internal laws, as opposed to the conflicts of laws provisions, of the State of New York.

(f) WAIVER. EACH OF THE PARTIES HERETO WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the courts of the State of New York and the Federal courts of the United States of America located in the Borough of Manhattan, New York City, in respect of the interpretation and enforcement of the terms of this Agreement, and in respect of the transactions contemplated hereby, and each hereby waives, and agrees not to assert, as a defense in any action, suit or proceeding for the interpretation or enforcement hereof, that it is not subject thereto or that such action, suit or proceeding may not be brought or is not maintainable in said courts or that the venue thereof may not be appropriate or that this Agreement may not be enforced in or by such courts, and each party hereto hereby irrevocably agrees that all claims with respect to such action or proceeding shall be heard and determined in such a New York State or Federal court.

(g) ATTORNEYS’ FEES. If a dispute arises concerning the performance, meaning or interpretation of any provision of this Agreement or any document executed in connection with this Agreement, then the prevailing party in such dispute shall be awarded any and all costs and expenses incurred by the prevailing party in enforcing, defending or establishing its rights hereunder or thereunder, including, without limitation, court costs and attorneys and expert witness fees. In addition to the foregoing award of costs and fees, the prevailing party also shall be entitled to recover its attorneys’ fees incurred in any post-judgment proceedings to collect or enforce any judgment.

(h) NO PARTNERSHIP. Nothing in this Agreement shall be construed or interpreted to constitute the Dealer Manager or the Soliciting Dealers as being in association with or in partnership with the Company, the Advisor or one another, and instead, this Agreement only shall constitute the Soliciting Dealer as a broker authorized by the Company to sell and to manage the sale by others of the Shares according to the terms set forth in the Registration Statement, the Prospectus or this Agreement. Nothing herein contained shall render the Dealer Manager, the Company or the Advisor liable for the obligations of any of the Soliciting Dealers or one another.

(i) THIRD PARTY BENEFICIARIES. Except for the Persons referred to in Section 8 and Section 9, there shall be no third party beneficiaries of this Agreement, and no provision of this Agreement is intended to be for the benefit of any Person not a party to this Agreement, and no third party shall be deemed to be a beneficiary of any provision of this Agreement. Except for the Persons referred to in Section 8 and Section 9, no third party shall by virtue of any provision of this Agreement have a right of action or an enforceable remedy against any party to this Agreement. Each of the Persons referred to in Section 8 and Section 9 shall be a third party beneficiary of this Agreement.

(j) ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing.

(k) NONWAIVER. The failure of any party to insist upon or enforce strict performance by any other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, such provision or right shall be and remain in full force and effect.

(l) ACCESS TO INFORMATION. The Company may authorize the Company’s transfer agent to provide information to the Dealer Manager and each Soliciting Dealer regarding recordholder information about the clients of such Soliciting Dealer who have invested with the Company on an on-going basis for so long as such Soliciting Dealer has a relationship with such clients. The Dealer Manager shall require in the Soliciting Dealer Agreement that Soliciting Dealers not disclose any password for a restricted website or portion of website provided to such Soliciting Dealer in connection with the Offering and not disclose to any Person, other than an officer, director, employee or agent of such Soliciting Dealers, any material downloaded from such a restricted website or portion of a restricted website.

(m) COUNTERPARTS. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in counterpart copies, each of which shall be deemed an original but all of which together shall constitute one and the same instrument comprising this Agreement.

(n) ABSENCE OF FIDUCIARY RELATIONSHIPS. The parties acknowledge and agree that (i) the Dealer Manager’s responsibility to the Company and the Advisor is solely contractual in nature, and (ii) the Dealer Manager does not owe the Company, the Advisor, any of their respective affiliates or any other Person any fiduciary (or other similar) duty as a result of this Agreement or any of the transactions contemplated hereby.

(o) DEALER MANAGER INFORMATION. Prior to the initial Effective Date, the parties will expressly acknowledge and agree as to the information furnished to the Company by the Dealer Manager expressly for use in the Registration Statement.

(p) PROMOTION OF DEALER MANAGER RELATIONSHIP. The Company and the Dealer Manager will cooperate with each other in good faith in connection with the promotion or advertisement of their relationship in any release, communication, sales literature or other such materials and shall not promote or advertise their relationship without the approval of the other party in advance, which shall not be unreasonably withheld or delayed.

(q) TITLES AND SUBTITLES. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return it to us, whereupon this instrument will become a binding agreement between you, the Company and the Advisor in accordance with its terms.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have each duly executed this Amended and Restated Exclusive Dealer Manager Agreement as of the day and year set forth above.

ARC REALTY FINANCE TRUST, INC.

By:	/s/ Nicholas S. Schorsch
Name: Nicholas S. Schorsch
Title: Chief Executive Officer

ARC REALTY FINANCE ADVISORS, LLC

By:	/s/ Nicholas S. Schorsch
Name: Nicholas S. Schorsch
Title: Chief Executive Officer

Accepted as of the date first above written:

REALTY CAPITAL SECURITIES, LLC

By:	/s/ Louisa H. Quarto
Name: Louisa H. Quarto
Title: President

EX-3.1 3 v344410_ex3-1.htm EXHIBIT 3.1

AMENDED AND RESTATED

ARTICLES OF

AMENDMENT AND RESTATEMENT

FOR

ARC REALTY FINANCE TRUST, INC.

a Maryland Corporation

TABLE OF CONTENTS

		PAGE

ARTICLE I. NAME		1

ARTICLE II. PURPOSES AND POWERS		1

ARTICLE III. RESIDENT AGENT AND PRINCIPAL OFFICE		1

ARTICLE IV. DEFINITIONS		1

ARTICLE V. STOCK		10
SECTION 5.1	AUTHORIZED SHARES	10
SECTION 5.2	COMMON SHARES	10
SECTION 5.3	PREFERRED SHARES	11
SECTION 5.4	CLASSIFIED OR RECLASSIFIED SHARES	12
SECTION 5.5	STOCKHOLDERS’ CONSENT IN LIEU OF MEETING	12
SECTION 5.6	CHARTER AND BYLAWS	12
SECTION 5.7	NO ISSUANCE OF SHARE CERTIFICATES	12
SECTION 5.8	SUITABILITY OF STOCKHOLDERS	12
SECTION 5.9	RESTRICTIONS ON OWNERSHIP AND TRANSFER	13
SECTION 5.10	SETTLEMENTS	22
SECTION 5.11	SEVERABILITY	22
SECTION 5.12	ENFORCEMENT	22
SECTION 5.13	NON-WAIVER	22
SECTION 5.14	REPURCHASE OF SHARES	22
SECTION 5.15	DISTRIBUTION REINVESTMENT PLANS	22
SECTION 5.16	PREEMPTIVE AND APPRAISAL RIGHTS	22

ARTICLE VI. BOARD OF DIRECTORS		23
SECTION 6.1	NUMBER OF DIRECTORS	23
SECTION 6.2	EXPERIENCE	23
SECTION 6.3	COMMITTEES	24
SECTION 6.4	TERM	24
SECTION 6.5	FIDUCIARY OBLIGATIONS	24
SECTION 6.6	RESIGNATION, REMOVAL OR DEATH	24

ARTICLE VII. POWERS OF THE BOARD OF DIRECTORS		24
SECTION 7.1	GENERAL	24
SECTION 7.2	AUTHORIZATION BY BOARD OF STOCK ISSUANCE	25
SECTION 7.3	FINANCINGS	25
SECTION 7.4	REIT QUALIFICATION	25
SECTION 7.5	DETERMINATIONS BY BOARD	25
SECTION 7.6	STOCKHOLDER CONCURRENCE REQUIRED	26
SECTION 7.7	VOTE OF MAJORITY OF INDEPENDENT DIRECTORS REQUIRED	26

ARTICLE VIII. ADVISOR		27
SECTION 8.1	APPOINTMENT AND INITIAL INVESTMENT OF ADVISOR	27
SECTION 8.2	SUPERVISION OF ADVISOR	27
SECTION 8.3	FIDUCIARY OBLIGATIONS	28
SECTION 8.4	AFFILIATION AND FUNCTIONS	28
SECTION 8.5	TERMINATION	28
SECTION 8.6	DISPOSITION FEE ON SALE OF PROPERTIES	28
SECTION 8.7	INCENTIVE FEES	28
SECTION 8.8	ORGANIZATION AND OFFERING EXPENSES LIMITATION	29
SECTION 8.9	ACQUISITION FEES	29
SECTION 8.10	ANNUAL SUBORDINATED PERFORMANCE FEE	29
SECTION 8.11	REIMBURSEMENT FOR TOTAL OPERATING EXPENSES	29
SECTION 8.12	REIMBURSEMENT LIMITATION	30
SECTION 8.13	NO FEES UPON INTERNALIZATION	30

ARTICLE IX. INVESTMENT OBJECTIVES AND LIMITATIONS		30
SECTION 9.1	REVIEW OF OBJECTIVES	30
SECTION 9.2	CERTAIN PERMITTED INVESTMENTS	30
SECTION 9.3	INVESTMENT LIMITATIONS	30

ARTICLE X. CONFLICTS OF INTEREST		32
SECTION 10.1	SALES AND LEASES TO THE COMPANY	32
SECTION 10.2	SALES AND LEASES TO THE SPONSOR, ADVISOR, DIRECTORS OR AFFILIATES	33
SECTION 10.3	OTHER TRANSACTIONS	33

ARTICLE XI. STOCKHOLDERS		34
SECTION 11.1	MEETINGS OF STOCKHOLDERS	34
SECTION 11.2	VOTING RIGHTS OF STOCKHOLDERS	34
SECTION 11.3	EXTRAORDINARY ACTIONS	35
SECTION 11.4	VOTING LIMITATIONS ON SHARES HELD BY THE ADVISOR, DIRECTORS AND AFFILIATES	35
SECTION 11.5	RIGHT OF INSPECTION	35
SECTION 11.6	ACCESS TO STOCKHOLDER LIST	35

SECTION 11.7	REPORTS	36
SECTION 11.8	TENDER OFFERS	36

ARTICLE XII. LIABILITY OF STOCKHOLDERS, DIRECTORS, ADVISORS AND AFFILIATES; TRANSACTIONS BETWEEN AFFILIATES AND THE COMPANY		37
SECTION 12.1	LIMITATION OF STOCKHOLDER LIABILITY	37
SECTION 12.2	LIMITATION OF DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION	37
SECTION 12.3	PAYMENT OF EXPENSES	38
SECTION 12.4	EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS	39

ARTICLE XIII. AMENDMENTS		39

ARTICLE XIV. ROLL-UP TRANSACTIONS		39

ARTICLE XV. DURATION		40

ARC REALTY FINANCE TRUST, INC.
AMENDED AND RESTATED
ARTICLES OF AMENDMENT AND RESTATEMENT

FIRST: ARC Realty Finance Trust, Inc., a Maryland corporation (the “Company”), desires to amend and restate its charter as currently in effect and as hereinafter amended.

SECOND: The following provisions are all the provisions of the charter currently in effect and as hereinafter amended:

ARTICLE I.
NAME

The name of the Company is ARC Realty Finance Trust, Inc. So far as may be practicable, the business of the Company shall be conducted and transacted under that name. Under circumstances in which the Board determines that the use of the name “ARC Realty Finance Trust, Inc.” is not practicable, it may use any other designation or name for the Company.

ARTICLE II.
PURPOSES AND POWERS

The purposes for which the Company is formed are to engage in any lawful act or activity (including, without limitation or obligation, qualifying and engaging in business as a real estate investment trust under Sections 856 through 860, or any successor sections, of the Internal Revenue Code of 1986, as amended, or any successor statute (the “Code”)), for which corporations may be organized under the MGCL and the general laws of the State of Maryland as now or hereafter in force.

ARTICLE III.
RESIDENT AGENT AND PRINCIPAL OFFICE

The name and address of the resident agent for service of process of the Company in the State of Maryland is CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. The address of the Company’s principal office in the State of Maryland is c/o CSC-Lawyers Incorporating Service Company, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202. The Company may have such other offices and places of business within or outside the State of Maryland as the Board may from time to time determine.

ARTICLE IV.
DEFINITIONS

As used in the Charter, the following terms shall have the following meanings unless the context otherwise requires:

“ACQUISITION EXPENSES” means any and all expenses incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition or development of any Asset, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance, and miscellaneous expenses related to selection and acquisition of properties, whether or not acquired.

“ACQUISITION FEE” means any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with making or investing in Mortgages or the purchase, development or construction of a Property, including real estate commissions, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of a project.

“ADVISOR” or “ADVISORS” means the Person or Persons, if any, appointed, employed or contracted with by the Company pursuant to Section 8.1 hereof and responsible for directing or performing the day-to-day business affairs of the Company, including any Person to whom the Advisor subcontracts all or substantially all of such functions.

“ADVISORY AGREEMENT” means the agreement between the Company and the Advisor pursuant to which the Advisor will direct or perform the day-to-day business affairs of the Company.

“AFFILIATE” or “AFFILIATED” means, with respect to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; (ii) any Person, ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee or general partner of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“ANNUAL SUBORDINATED PERFORMANCE FEE” shall have the meaning given in Section 8.10.

“ASSET” means any Property, Mortgage or other investments owned by the Company, directly or indirectly through one (1) or more of its Affiliates, and any other investment made by the Company, directly or indirectly through one (1) or more of its Affiliates.

“AVERAGE INVESTED ASSETS” means, for a specified period, the average of the aggregate book value of the Assets invested, directly or indirectly in equity interests in and loans secured by real estate, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

“BOARD” means the Board of Directors of the Company.

“BYLAWS” means the Bylaws of the Company, as amended from time to time. “CHARTER” means the charter of the Company.

“CODE” shall have the meaning as provided in Article II herein.

“COMMENCEMENT OF THE INITIAL PUBLIC OFFERING” shall mean the date that the Securities and Exchange Commission declares effective the registration statement filed under the Securities Act for the Initial Public Offering.

“COMMON SHARES” shall have the meaning as provided in Section 5.1 herein. “COMPANY” shall have the meaning as provided in Article I herein.

“COMPETITIVE REAL ESTATE COMMISSION” means a real estate or brokerage commission paid for the purchase or sale of a Property that is reasonable, customary and competitive in light of the size, type and location of the Property.

“CONSTRUCTION FEE” means a fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or provide major repairs or rehabilitations on a Property.

“CONTRACT PURCHASE PRICE” means the amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a Mortgage, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses, but in each case including any indebtedness assumed or incurred in respect of such Property.

“DEALER MANAGER” means Realty Capital Securities, LLC, an Affiliate of the Company, or such other Person selected by the Board to act as the dealer manager for an Offering.

“DEVELOPMENT FEE” means a fee for the packaging of a Property or Mortgage, including the negotiation and approval of plans and any assistance in obtaining zoning and necessary variances and financing for a specific Property, either initially or at a later date.

“DIRECTOR” shall have the meaning as provided in Section 6.1 herein.

“DISTRIBUTIONS” means any distributions of money or other property, pursuant to Section 5.2(iii) hereof, by the Company to owners of Shares, including distributions that may constitute a return of capital for federal income tax purposes.

“EXCESS AMOUNT” has the meaning provided in Section 8.10 herein.

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto. “EXTENSION AMENDMENT” has the meaning provided in Article XV.

“FINANCING COORDINATION FEE” means a fee paid in connection with the financing of an Asset, assumption of any loan in connection with the acquisition of an Asset or refinancing of any loan on an Asset.

“GROSS PROCEEDS” means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Selling Commissions, volume discounts, any marketing support and due diligence expense reimbursement or Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Selling Commissions are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction.

“INDEMNITEE” has the meaning provided in Section 12.2 herein.

“INDEPENDENT APPRAISER” means a Person with no material current or prior business or personal relationship with the Advisor or the Directors and who is engaged to a substantial extent in the business of rendering opinions regarding the value of Real Property or of other Assets of the type held by the Company. Membership in a nationally recognized appraisal society such as the American Institute of Real Estate Appraisers or the Society of Real Estate Appraisers shall be conclusive evidence of being engaged to a substantial extent in the business of rendering opinions as to the value of Real Property.

“INDEPENDENT DIRECTOR” means a Director who is not and who has not been within the last two years from the date of determination, directly or indirectly associated with the Sponsor or the Advisor by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their Affiliates,

(ii) employment by the Sponsor, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, (iv) performance of services, other than as a Director, for the Company, (v) service as a director or trustee of more than three REITs organized by the Sponsor or advised by the Advisor or (vi) maintenance of a material business or professional relationship with the Sponsor, the Advisor or any of their Affiliates. A business or professional relationship is considered “material” per se if the aggregate gross income derived by the Director from the Sponsor, the Advisor and their Affiliates exceeds five percent (5%) of either the Director’s annual gross income, derived from all sources, during either of the last two years or the Director’s net worth on a fair market value basis. An indirect association with the Sponsor or the Advisor shall include circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates or the Company.

“INITIAL INVESTMENT” means that portion of the initial capitalization of the Company contributed by the Sponsor or its Affiliates pursuant to Section II.A. of the NASAA REIT Guidelines.

“INITIAL PUBLIC OFFERING” means the first Offering.

“INVESTED CAPITAL” means the amount calculated by multiplying the total number of Shares purchased by Stockholders by the issue price at the time of such purchase, reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for the repurchase of Shares.

“IRA” means an “individual retirement account” (as defined in Section 408 of the Code).

“JOINT VENTURES” means those joint venture or partnership arrangements in which the Company or the Operating Partnership is a co-venturer, limited liability company member, limited partner or general partner established to acquire or hold Assets.

“LEVERAGE” means the aggregate amount of indebtedness of the Company for money borrowed (including purchase money mortgage loans) outstanding at any time, both secured and unsecured.

“LIQUIDITY DEADLINE” has the meaning in Article XV.

“LIQUIDITY EVENT” includes a sale of all or substantially all the Assets, a sale or merger of the Company, a Listing, or other similar transaction.

“LISTING” means the listing of the Common Shares on a national securities exchange. Upon such Listing, the Common Shares shall be deemed Listed.

“MGCL” means the Maryland General Corporation Law, as amended from time to time.

“MORTGAGES” means, in connection with mortgage financing provided by the Company, all of the notes, deeds of trust, security interests or other evidences of indebtedness or obligations, which are secured or collateralized by Real Property owned by the borrowers under such notes, deeds of trust, security interests or other evidences of indebtedness or obligations.

“NASAA REIT GUIDELINES” means the Statement of Policy Regarding Real Estate Investment Trusts as revised and adopted by the North American Securities Administrators Association on May 7, 2007.

“NET ASSETS” means the total Assets (other than intangibles) at cost, before deducting depreciation, reserves for bad debts or other non-cash reserves, less total liabilities, calculated at least quarterly by the Company on a basis consistently applied.

“NET INCOME” means, for any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Assets.

“NET SALES PROCEEDS” means, in the case of a transaction described in clause (i)(A) of the definition of Sale, the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including all real estate commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(B) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (i)(C) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company or the Operating Partnership from the Joint Venture less the amount of any selling expenses, including legal fees and expenses incurred by or on behalf of the Company (other than those paid by the Joint Venture). In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a Mortgage on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Company, including all commissions, closing costs and legal fees and expenses. In the case of a transaction described in clause (i)(E) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Company, including any legal fees and expenses and other selling expenses incurred in connection with such transaction. In the case of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one (1) or more Assets within one hundred eighty (180) days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Company or the Operating Partnership in connection with such transaction or series of transactions. Net Sales Proceeds shall also include Refinancing Proceeds and any other amounts that the Company determines, in its discretion, to be economically equivalent to proceeds of a Sale. Net Sales Proceeds shall not include any reserves established by the Company in its sole discretion.

“NON-COMPLIANT TENDER OFFER” has the meaning provided in Section 11.8 herein.

“OFFERING” means any public offering and sale of shares of stock pursuant to an effective registration statement filed under the Securities Act.

“OPERATING PARTNERSHIP” means ARC Realty Finance Operating Partnership, L.P., an Affiliate of the Company through which the Company may own Assets.

“ORGANIZATION AND OFFERING EXPENSES” means any and all costs and expenses incurred by and to be paid from the assets of the Company in connection with the formation of the Company and the qualification and registration of an offering, and the marketing and distribution of Shares, including, without limitation, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys), expenses for printing, engraving and amending registration statements or supplementing prospectuses, mailing and distributing costs, salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including the costs related to investor and broker-dealer sales meetings), charges of transfer agents, registrars, trustees, escrow holders, depositories and experts, and fees, expenses and taxes related to the filing, registration and qualification of the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees.

“PERSON” means an individual, corporation, partnership, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other legal entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Exchange Act and a group to which an Excepted Holder Limit (as defined in Section 5.9(i) hereof) applies.

“PLAN OF LIQUIDATION” has the meaning provided in Article XV herein. “PREFERRED SHARES” has the meaning provided in Section 5.1 herein.

“PROPERTY” or “PROPERTIES” means, as the context requires, any, or all, respectively, of the Real Property acquired by the Company, directly or indirectly through joint venture arrangements or other partnership or investment interests.

“PROSPECTUS” means the same as that term is defined in Section 2(10) of the Securities Act, including a preliminary prospectus and an offering circular as described in Rule 256 of the General Rules and Regulations under the Securities Act or, in the case of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling securities to the public.

“REAL PROPERTY” or “REAL ESTATE” means land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“REFINANCING PROCEEDS” means the proceeds of the refinancing of any indebtedness of the Company, less the amount of expenses incurred by or on behalf of the Company in connection with such refinancing.

“REINVESTMENT PLAN” has the meaning provided in Section 5.15 herein.

“REIT” means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both, as defined pursuant to the REIT Provisions of the Code.

“REIT PROVISIONS OF THE CODE” means Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder.

“ROLL-UP ENTITY” means a partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

“ROLL-UP TRANSACTION” means a transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Company and the issuance of securities of a Roll-Up Entity to the holders of Common Shares. Such term does not include:

(a) a transaction involving securities of a Roll-Up Entity that have been for at least twelve (12) months listed on a national securities exchange; or

(b) a transaction involving the conversion to corporate, trust or association form of only the Company, if, as a consequence of the transaction, there will be no significant adverse change in any of the following:

(i)

the voting rights of the holders of the Shares;

(ii)

the term of existence of the Company;

(iii)

Sponsor or Advisor compensation; or

(iv)

the Company’s investment objectives.

“SALE” or “SALES” means (i) any transaction or series of transactions whereby: (A) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of a building only, and including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company or the Operating Partnership in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture in which the Company or the Operating Partnership is a co-venturer or partner directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (D) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any Mortgage or portion thereof, including any payments thereunder or in satisfaction thereof (other than regularly scheduled interest payments) or any amounts owed pursuant to such Mortgage, and including any event with respect to any Mortgage which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other Asset not previously described in this definition or any portion thereof, but (ii) not including any transaction or series of transactions specified in clause (i) (A) through (E) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one (1) or more Assets within one hundred eighty (180) days thereafter.

“SECURITIES” means any of the following issued by the Company, as the text requires: Shares, any other stock, shares or other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing.

“SECURITIES ACT” means the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“SELLING COMMISSIONS” means any and all commissions payable to underwriters, dealer managers or other broker-dealers in connection with the sale of Shares, including, without limitation, commissions payable to the Dealer Manager.

“SHARES” means shares of stock of the Company of any class or series, including Common Shares or Preferred Shares.

“SOLICITING DEALERS” means those broker-dealers that are members of the Financial Industry Regulatory Authority, or that are exempt from broker-dealer registration, and that, in either case, enter into participating broker or other agreements with the Dealer Manager to sell Shares.

“SPONSOR” means any Person which (i) is directly or indirectly instrumental in organizing, wholly or in part, the Company, (ii) will control, manage or participate in the management of the Company, and any Affiliate of any such Person, (iii) takes the initiative, directly or indirectly, in founding or organizing the Company, either alone or in conjunction with one (1) or more other Persons, (iv) receives a material participation in the Company in connection with the founding or organizing of the business of the Company, in consideration of services or property, or both services and property, (v) has a substantial number of relationships and contacts with the Company, (vi) possesses significant rights to control Properties, (vii) receives fees for providing services to the Company which are paid on a basis that is not customary in the industry or (viii) provides goods or services to the Company on a basis which was not negotiated at arm’s-length with the Company. The term “Sponsor” shall not include a Person whose only relationship with the Company is that of an independent property manager and whose only compensation is as such or wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services.

“STOCKHOLDER LIST” has the meaning provided in Section 11.6 herein.

“STOCKHOLDERS” means the holders of record of the shares of stock as maintained in the books and records of the Company or its transfer agent. “TERMINATION DATE” means the date of termination of the Advisory Agreement.

“TERMINATION OF THE INITIAL PUBLIC OFFERING” shall mean the earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Company or (ii) the date on which all shares of stock offered in the Initial Public Offering are sold, excluding warrants, if any, offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan.

“TOTAL OPERATING EXPENSES” means all costs and expenses paid or incurred by the Company, as determined under generally accepted accounting principles, that are in any way related to the operation of the Company or to Company business, including advisory fees, but excluding (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and tax incurred in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) incentive fees paid in compliance with the NASAA REIT Guidelines, (vi) Acquisition Fees and Acquisition Expenses, (vii) real estate commissions on the Sale of Properties, (viii) Financing Coordination Fees and (ix) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property).

“UNIMPROVED REAL PROPERTY” means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

“2%/25% GUIDELINES” has the meaning provided in Section 8.10 herein.

ARTICLE V.
STOCK

SECTION 5.1 AUTHORIZED SHARES. The total number of shares of stock that the Company shall have authority to issue is 1,000,000,000 shares, of which (i) 950,000,000 shall be designated as common stock, $0.01 par value per share (the “Common Shares”);and (ii) 50,000,000 shall be designated as preferred stock, $0.01 par value per share (the “Preferred Shares”). All shares shall be fully paid and nonassessable when issued. The aggregate par value of all authorized shares of stock having par value is $10,000,000. If shares of one (1) class of stock are classified or reclassified into shares of another class of stock pursuant to Section 5.2(ii) or Section 5.3 of this Article V, the number of authorized shares of the former class shall be automatically decreased and the number of Shares of the latter class shall be automatically increased, in each case by the number of shares so classified or reclassified, as the case may be, so that the aggregate number of shares of all classes that the Company has authority to issue shall not be more than the total number of shares set forth in the first sentence of this Section 5.1. The Board, with the approval of a majority of the entire Board and without any action by the Stockholders, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of shares of stock of any class or series that the Company has authority to issue.

SECTION 5.2 COMMON SHARES.

(i) COMMON SHARES SUBJECT TO TERMS OF PREFERRED SHARES. The Common Shares shall be subject to the express terms of any series of Preferred Shares.

(ii) DESCRIPTION. Subject to Section 5.9 of this Article V and except as may otherwise be specified in the charter, each Common Share shall entitle the holder thereof to one (1) vote per share on all matters upon which Stockholders are entitled to vote pursuant to Section 11.2 hereof. The Board may classify or reclassify any unissued Common Shares from time to time into one (1) or more classes or series of stock; provided, however, that the voting rights per Share (other than any publicly held Share) sold in a private offering shall not exceed the voting rights which bear the same relationship to the voting rights of a publicly held Share as the consideration paid to the Company for each privately offered Share bears to the book value of each outstanding publicly held Share.

(iii) DISTRIBUTION RIGHTS. The Board from time to time may authorize the Company to declare and pay to Stockholders such dividends or other Distributions in cash or other assets of the Company or from any other source as the Board in its discretion shall determine. The Board shall endeavor to authorize the Company to declare and pay such dividends and other Distributions as shall be necessary for the Company to qualify as a REIT under the Code unless the Board has determined, in its sole discretion, that qualification as a REIT is not in the best interests of the Company; provided, however, Stockholders shall have no right to any dividend or other Distribution unless and until authorized by the Board and declared by the Company. The exercise of the powers and rights of the Board pursuant to this section shall be subject to the provisions of any class or series of Shares at the time outstanding. The receipt by any Person in whose name any Shares are registered on the records of the Company or by his or her duly authorized agent shall be a sufficient discharge for all dividends or other Distributions payable or deliverable in respect of such Shares and from all liability to see to the application thereof. Distributions in kind shall not be permitted, except for distributions of readily marketable securities or securities of the Company, distributions of beneficial interests in a liquidating trust established for the dissolution of the Company and the liquidation of its assets in accordance with the terms of the Charter or distributions in which (i) the Board advises each Stockholder of the risks associated with direct ownership of the property, (ii) the Board offers each Stockholder the election of receiving such in-kind distributions and (iii) in-kind distributions are made only to those Stockholders that accept such offer.

(iv) RIGHTS UPON LIQUIDATION. In the event of any voluntary or involuntary liquidation, dissolution or winding up, or any distribution of the assets of the Company, the aggregate assets available for distribution to holders of the Common Shares shall be determined in accordance with applicable law. Each holder of Common Shares of a particular class shall be entitled to receive, ratably with each other holder of Common Shares of such class, that portion of such aggregate assets available for distribution as the number of outstanding Common Shares of such class held by such holder bears to the total number of outstanding Common Shares of such class then outstanding.

(v) VOTING RIGHTS. Except as may be provided otherwise in the Charter, and subject to the express terms of any series of Preferred Shares, the holders of the Common Shares shall have the exclusive right to vote on all matters (as to which a common stockholder shall be entitled to vote pursuant to applicable law) at all meetings of the Stockholders.

SECTION 5.3 PREFERRED SHARES. The Board may classify any unissued Preferred Shares and reclassify any previously classified but unissued Preferred Shares of any series from time to time, into one (1) or more classes or series of shares of stock; provided, however, that the voting rights per Share (other than a publicly held Share) sold in a private offering shall not exceed the voting rights that bear the same relationship to the voting rights of a publicly held Share as the consideration paid to the Company for each privately offered Share bears to the book value of each outstanding publicly held Share.

SECTION 5.4 CLASSIFIED OR RECLASSIFIED SHARES. Prior to issuance of classified or reclassified shares of stock of any class or series, the Board by resolution shall: (a) designate that class or series to distinguish it from all other classes and series of shares; (b) specify the number of shares to be included in the class or series; (c) set or change, subject to the provisions of Section 5.9 and the express terms of any class or series of shares outstanding at the time, the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other Distributions, qualifications and terms and conditions of redemption for each class or series of shares; and (d) cause the Company to file articles supplementary with the State Department of Assessments and Taxation of Maryland. Any of the terms of any class or series of shares set or changed pursuant to clause (c) of this Section 5.4 may be made dependent upon facts or events ascertainable outside the Charter (including determinations by the Board or other facts or events within the control of the Company) and may vary among holders thereof, provided that the manner in which such facts, events or variations shall operate upon the terms of such class or series of shares is clearly and expressly set forth in the articles supplementary or other charter document.

SECTION 5.5 STOCKHOLDERS’ CONSENT IN LIEU OF MEETING. Any action required or permitted to be taken at any meeting of the Stockholders may be taken without a meeting by consent, in writing or by electronic transmission, in any manner permitted by the MGCL and set forth in the Bylaws.

SECTION 5.6 CHARTER AND BYLAWS. The rights of all Stockholders and the terms of all shares of stock are subject to the provisions of the Charter and the Bylaws.

SECTION 5.7 NO ISSUANCE OF SHARE CERTIFICATES. Unless otherwise provided by the Board, the Company shall not issue stock certificates. A Stockholder’s investment shall be recorded on the books of the Company. To transfer his or her shares of stock, a Stockholder shall submit an executed form to the Company, which form shall be provided by the Company upon request. Such transfer will also be recorded on the books of the Company. Upon issuance or transfer of shares, the Company will provide the Stockholder with information concerning his or her rights with regard to such shares, as required by the Bylaws and the MGCL or other applicable law.

SECTION 5.8 SUITABILITY OF STOCKHOLDERS.

Until Listing, the following provisions shall apply:

(i) INVESTOR SUITABILITY STANDARDS. Subject to suitability standards established by individual states, to become a Stockholder, if such prospective Stockholder is an individual (including an individual beneficiary of a purchasing IRA), or if the prospective Stockholder is a fiduciary (such as a trustee of a trust or corporate pension or profit sharing plan, or other tax-exempt organization, or a custodian under the Uniform Gifts to Minors Act), such individual or fiduciary, as the case may be, must represent to the Company, among other requirements as the Company may require from time to time:

(a) that such individual (or, in the case of a fiduciary, that the fiduciary account or the donor who directly or indirectly supplies the funds to purchase the Shares) has a minimum annual gross income of $70,000 and a net worth (excluding home, home furnishings and automobiles) of not less than $70,000; or

(b) that such individual (or, in the case of a fiduciary, that the fiduciary account or the donor who directly or indirectly supplies the funds to purchase the Shares) has a net worth (excluding home, home furnishings, and automobiles) of not less than $250,000.

(ii) DETERMINATION OF SUITABILITY OF SALE. The Sponsor and each Person selling Common Shares on behalf of the Sponsor or the Company shall make every reasonable effort to determine that the purchase of Common Shares is a suitable and appropriate investment for each Stockholder. In making this determination, the Sponsor and each Person selling Common Shares on behalf of the Company shall ascertain that the prospective Stockholder: (a) meets the minimum income and net worth standards established for the Company; (b) can reasonably benefit from the Company based on the prospective Stockholder’s overall investment objectives and portfolio structure; (c) is able to bear the economic risk of the investment based on the prospective Stockholder’s overall financial situation; and (d) has apparent understanding of (1) the fundamental risks of the investment; (2) the risk that the Stockholder may lose the entire investment; (3) the lack of liquidity of the Common Shares; (4) the restrictions on transferability of the Common Shares; and (5) the tax consequences of the investment.

The Sponsor or each Person selling Common Shares on behalf of the Sponsor or the Company shall make this determination with respect to each prospective Stockholder on the basis of information it has obtained from such prospective Stockholder. Relevant information for this purpose will include at least the age, investment objectives, investment experiences, income, net worth, financial situation, and other investments of the prospective Stockholder, as well as any other pertinent factors.

The Sponsor and each Person selling Common Shares on behalf of the Company shall maintain records of the information used to determine that an investment in Common Shares is suitable and appropriate for a Stockholder. The Sponsor and each Person selling Common Shares on behalf of the Company shall maintain these records for at least six years.

(iii) MINIMUM INVESTMENT AND TRANSFER. Subject to certain individual state requirements and except for Shares issued pursuant to the Reinvestment Plan, the Company will sell its Common Shares only to investors who initially purchase a minimum of 100 Common Shares for an aggregate price of $2,500. In order to satisfy the purchase requirements for retirement plans, a husband and wife may jointly contribute funds from their separate IRAs, provided that each such contribution is made in increments of $100.00 or four (4) whole shares. An investment in Shares shall not, in itself, create a retirement plan, and in order to create a retirement plan a Stockholder must comply with all applicable provisions of the Code. Following the initial minimum investment, no subsequent sale or transfer of Common Shares other than pursuant to the Reinvestment Plan will be permitted of less than 100 Common Shares, and a Stockholder shall not transfer, fractionalize or subdivide such shares so as to retain less than the minimum number thereof.

SECTION 5.9 RESTRICTIONS ON OWNERSHIP AND TRANSFER.

(i) DEFINITIONS. For purposes of this Section 5.9, the following terms shall have the following meanings:

“BENEFICIAL OWNERSHIP” means ownership of Shares by a Person, whether the interest in the Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code. The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

“BUSINESS DAY” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

“CAPITAL STOCK” means all classes or series of stock of the Company, including, without limitation, Common Shares and Preferred Shares.

“CHARITABLE BENEFICIARY” means one (1) or more beneficiaries of the Trust as determined pursuant to Section 5.9(iii)(f), provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

“CONSTRUCTIVE OWNERSHIP” means ownership of Capital Stock by a Person, whether the interest in the Capital Stock is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code. The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

“EXCEPTED HOLDER” means a Stockholder for whom an Excepted Holder Limit is created by the Board pursuant to Section 5.9(ii)(g).

“EXCEPTED HOLDER LIMIT” means, provided that the affected Excepted Holder agrees to comply with the requirements established by the Board pursuant to Section 5.9(ii)(g), and subject to adjustment pursuant to Section 5.9(ii)(h), the percentage limit established by the Board pursuant to Section 5.9(ii)(g).

“MARKET PRICE” on any date means, with respect to any class or series of outstanding shares of Capital Stock, the Closing Price for such Capital Stock on such date. The “Closing Price” on any date shall mean the last sale price for such Capital Stock, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Capital Stock, in either case as reported on the principal national securities exchange on which such Capital Stock is Listed or admitted to trading or, if such Capital Stock is not Listed or admitted to trading on any national securities exchange, the last quoted price, or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the principal automated quotation system that may then be in use or, if such Capital Stock is not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Capital Stock selected by the Board or, in the event that no trading price is available for such Capital Stock, the fair market value of the Capital Stock, as determined in good faith by the Board.

“NYSE” means the New York Stock Exchange.

“PROHIBITED OWNER” means, with respect to any purported Transfer, any Person who, but for the provisions of Section 5.9(ii)(a), would Beneficially Own or Constructively Own shares of Capital Stock, and if appropriate in the context, shall also mean any Person who would have been the record owner of the shares that the Prohibited Owner would have so owned.

“RESTRICTION TERMINATION DATE” means the first day after the Commencement of the Initial Public Offering on which the Company determines pursuant to Section 7.4 that it is no longer in the best interests of the Company to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Shares set forth herein is no longer required in order for the Company to qualify as a REIT.

“SHARE OWNERSHIP LIMIT” means not more than 9.8% in value of the aggregate of the outstanding shares of capital stock and not more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of capital stock.

“TRANSFER” means any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership of Capital Stock or the right to vote or receive dividends on Capital Stock, or any agreement to take any such actions or cause any such events, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Capital Stock or any interest in Capital Stock or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial Ownership or Constructive Ownership of Capital Stock; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise. The terms “Transferring” and “Transferred” shall have the correlative meanings.

“TRUST” means any trust provided for in Section 5.9(iii)(a).

“TRUSTEE” means the Person unaffiliated with the Company and a Prohibited Owner, that is appointed by the Company to serve as trustee of the Trust.

(ii) SHARES.

(a) OWNERSHIP LIMITATIONS. During the period commencing on the date that the Company elects to qualify for federal income tax treatment as a REIT and prior to the Restriction Termination Date, but subject to Section 5.10:

(I) BASIC RESTRICTIONS.

(A)(1) Except as set forth in any articles supplementary creating any class or series of shares of Capital Stock, no Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Share Ownership Limit and (2) no Excepted Holder shall Beneficially Own or Constructively Own shares of Capital Stock in excess of the Excepted Holder Limit for such Excepted Holder.

(B) No Person shall Beneficially Own or Constructively Own shares of Capital Stock to the extent that such Beneficial or Constructive Ownership of Shares would result in the Company being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, Beneficial Ownership or Constructive Ownership that would result in the Company actually owning or Constructively Owning an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Company from such tenant would cause the Company to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(C) Any Transfer of shares of Capital Stock that, if effective, would result in the Capital Stock being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such shares of Capital Stock.

(II) TRANSFER IN TRUST. If any Transfer of shares of Capital Stock occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning shares of Capital Stock in violation of Section 5.9(ii)(a)(I)(A) or (B),

(A) then that number of shares of Capital Stock the Beneficial Ownership or Constructive Ownership of which otherwise would cause such Person to violate Section 5.9(ii)(a)(I)(A) or (B) (rounded to the nearest whole share) shall be automatically Transferred to a Trust for the benefit of a Charitable Beneficiary, as described in Section 5.9(iii), effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such shares; or

(B) if the Transfer to the Trust described in clause (A) of this Section 5.9(ii)(a)(II) would not be effective for any reason to prevent the violation of Section 5.9(ii)(a)(I)(A) or (B) then the Transfer of that number of shares of Capital Stock that otherwise would cause any Person to violate Section 5.9(ii)(a)(I)(A) or (B) shall be void ab initio, and the intended transferee shall acquire no rights in such shares.

To the extent that, upon a transfer of Shares pursuant to this Section 5.9(i)(II), a violation of any provision of this Section 5.9 would nonetheless be continuing (for example where the ownership of Shares by a single Trust would violate the 100 stockholder requirement applicable to REITs), then Shares shall be transferred to that number of Trusts, each having a distinct Trustee and a Charitable Beneficiary or Beneficiaries that are distinct from those of each other Trust, such that there is no violation of any provision of this Section 5.9.

(b) REMEDIES FOR BREACH. If the Board or any duly authorized committee thereof shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of Section 5.9(ii)(a) or that a Person intends to acquire or has attempted to acquire Beneficial Ownership or Constructive Ownership of any shares of Capital Stock in violation of Section .9(ii)(a) (whether or not such violation is intended), the Board or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company to redeem shares, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfer or attempted Transfer or other event in violation of Section 5.9(ii)(a) shall automatically result in the Transfer to the Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board or a committee thereof.

(c) NOTICE OF RESTRICTED TRANSFER. Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of shares of Capital Stock that will or may violate Section 5.9(ii)(a)(I)(A) or (B) or any Person who would have owned shares of Capital Stock that resulted in a Transfer to the Trust pursuant to the provisions of Section 5.9(ii)(a)(II) shall immediately give written notice to the Company of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Company such other information as the Company may request in order to determine the effect, if any, of such Transfer on the Company’s status as a REIT.

(d) OWNERS REQUIRED TO PROVIDE INFORMATION. From the Commencement of the Initial Public Offering and prior to the Restriction Termination Date:

(I) every owner of more than five percent (5%) (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding shares of Capital Stock, within 30 days after the end of each taxable year, shall give written notice to the Company stating the name and address of such owner, the number of shares of Capital Stock Beneficially Owned and a description of the manner in which such shares are held. Each such owner shall provide to the Company such additional information as the Company may request in order to determine the effect, if any, of such Beneficial Ownership on the Company’s status as a REIT and to ensure compliance with the Share Ownership Limit; and

(II) each Person who is a Beneficial Owner or a Constructive Owner of Capital Stock and each Person (including the stockholder of record) who is holding Capital Stock for a Beneficial Owner or a Constructive Owner shall provide to the Company such information as the Company may request, in good faith, in order to determine the Company’s status as a REIT and to comply with requirements of any taxing authority or governmental authority or to determine such compliance.

(e) REMEDIES NOT LIMITED. Subject to Section 7.4 of the Charter, nothing contained in this Section 5.9(ii)(e) shall limit the authority of the Board to take such other action as it deems necessary or advisable to protect the Company and the interests of its stockholders in preserving the Company’s status as a REIT.

(f) AMBIGUITY. In the case of an ambiguity in the application of any of the provisions of this Section 5.9(ii), Section 5.9(iii), or any definition contained in Section 5.9(i), the Board shall have the power to determine the application of the provisions of this Section 5.9(ii) or Section 5.9(iii) or any such definition with respect to any situation based on the facts known to it. In the event Section 5.9(ii) or (iii) requires an action by the Board and the Charter fails to provide specific guidance with respect to such action, the Board shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Section 5.9. Absent a decision to the contrary by the Board (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 5.9(ii)(b)) acquired Beneficial Ownership or Constructive Ownership of shares of Capital Stock in violation of Section 5.9(ii)(a), such remedies (as applicable) shall apply first to the shares of Capital Stock which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such shares of Capital Stock based upon the relative number of the shares held by each such Person.

(g) EXCEPTIONS.

(I) Subject to Section 5.9(ii)(a)(I)(B), the Board, in its sole discretion, may (prospectively or retroactively) exempt a Person from the Share Ownership Limit and may establish or increase an Excepted Holder Limit for such Person if:

(A) the Board obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual’s Beneficial Ownership or Constructive Ownership of such shares of Capital Stock will violate Section 5.9(ii)(a)(I)(B);

(B) such Person represents that it does not, and undertakes that it will not, actually own or Constructively Own an interest in a tenant of the Company (or a tenant of any entity owned or controlled by the Company) that would cause the Company to actually own or Constructively Own more than a 9.8% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the Company (or an entity owned or controlled by the Company) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the opinion of the Board, rent from such tenant would not adversely affect the Company’s ability to qualify as a REIT, shall not be treated as a tenant of the Company); and

(C) such Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Section 5.9(ii)(a) through Section 5.9(ii)(f)) will result in such shares of Capital Stock being automatically Transferred to a Trust in accordance with Section 5.9(ii)(A)(II) and Section 5.9(iii).

(II) Prior to granting any exception pursuant to Section 5.9(ii)(g)(I), the Board may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Company’s status as a REIT. Notwithstanding the receipt of any ruling or opinion, the Board may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

(III) Subject to Section 5.9(ii)(a)(I)(B), an underwriter which participates in an Offering or a private placement of shares of Capital Stock (or Securities convertible into or exchangeable for shares of Capital Stock) may Beneficially Own or Constructively Own shares of Capital Stock (or Securities convertible into or exchangeable for shares of Capital Stock) in excess of the Share Ownership Limit but only to the extent necessary to facilitate such Offering or private placement.

(IV) The Board may only reduce the Excepted Holder Limit for an Excepted Holder: (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder. No Excepted Holder Limit shall be reduced to a percentage that is less than the Share Ownership Limit.

(h) INCREASE OR DECREASE IN SHARE OWNERSHIP LIMIT. Subject to Section 5.9(ii)(a)(I)(B), the Board may from time to time increase the Share Ownership Limit for one (1) or more Persons and decrease the Share Ownership Limit for all other Persons; provided, however, that the decreased Share Ownership Limit will not be effective for any Person whose percentage ownership of Capital Stock is in excess of such decreased Share Ownership Limit until such time as such Person’s percentage of Capital Stock equals or falls below the decreased Share Ownership Limit, but any further acquisition of Capital Stock in excess of such percentage ownership of Capital Stock will be in violation of the Share Ownership Limit and, provided further, that the new Share Ownership Limit would not allow five or fewer Persons to Beneficially Own or Constructively Own more than 49.9% in value of the outstanding shares of Capital Stock.

(i) NOTICE TO STOCKHOLDERS UPON ISSUANCE OR TRANSFER. Upon issuance or Transfer of shares of Capital Stock prior to the Restriction Termination Date, the Company shall provide the recipient with a notice containing information about the shares of Capital Stock purchased or otherwise Transferred, in lieu of issuance of a share certificate, in a form substantially similar to the following:

The securities of ARC Realty Finance Trust, Inc. (the “Company”) are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Company’s maintenance of its status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Subject to certain further restrictions and except as expressly provided in the Company’s charter, (i) no Person may Beneficially or Constructively Own shares of Capital Stock in excess of 9.8% of the value of the total outstanding shares of Capital Stock or 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of shares of Capital Stock unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own shares of Capital Stock that would result in the Company being “closely held” under Section 856(h) of the Code or otherwise cause the Company to fail to qualify as a REIT; and (iii) any Transfer of shares of Capital Stock that, if effective, would result in the Capital Stock being beneficially owned by fewer than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio and the intended transferee shall acquire no rights in such shares. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own shares of Capital Stock which causes or will cause a Person to Beneficially or Constructively Own shares of Capital Stock in excess or in violation of the above limitations must immediately give written notice (or, in the case of an attempted transaction, give at least 15 days prior written notice) to the Company. If any of the restrictions on transfer or ownership as set forth in (i) and (ii) above are violated, the shares of Capital Stock in excess or in violation of such limitations will be automatically transferred to a Trustee of a Trust for the benefit of one (1) or more Charitable Beneficiaries. In addition, the Company may redeem shares upon the terms and conditions specified by the Board in its sole discretion if the Board determines that ownership or a Transfer or other event may violate the restrictions described above. Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio. All capitalized terms in this notice have the meanings defined in the Company’s charter, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Capital Stock on request and without charge. Requests for such a copy may be directed to the Secretary of the Company at its principal office.

(iii) TRANSFER OF SHARES IN TRUST.

(a) OWNERSHIP IN TRUST. Upon any purported Transfer or other event described in Section 5.9(ii)(a)(II) that would result in a Transfer of shares of Capital Stock to a Trust, such shares shall be Transferred to the Trustee as trustee of a Trust for the exclusive benefit of one (1) or more Charitable Beneficiaries. Such Transfer to the Trustee shall be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the Transfer to the Trust pursuant to Section 5.9(ii)(a)(II). The Trustee shall be appointed by the Company and shall be a Person unaffiliated with the Company and any Prohibited Owner. Each Charitable Beneficiary shall be designated by the Company as provided in Section 5.9(iii)(f).

(b) STATUS OF SHARES HELD BY THE TRUSTEE. Shares of Capital Stock held by the Trustee shall be issued and outstanding shares of Capital Stock. The Prohibited Owner shall have no rights in the shares held in trust by the Trustee. The Prohibited Owner shall not benefit economically from ownership of any shares held in trust by the Trustee, shall have no rights to dividends or other Distributions and shall not possess any rights to vote or other rights attributable to the shares held in the Trust.

(c) DIVIDEND AND VOTING RIGHTS. The Trustee shall have all voting rights and rights to dividends or other Distributions with respect to shares of Capital Stock held in the Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary. Any dividend or other Distribution paid prior to the discovery by the Company that the shares have been Transferred to the Trustee shall be paid by the recipient of such dividend or other Distribution to the Trustee upon demand and any dividend or other Distribution authorized but unpaid shall be paid when due to the Trustee. Any dividend or other Distribution so paid to the Trustee shall be held in trust for the Charitable Beneficiary. The Prohibited Owner shall have no voting rights with respect to shares held in the Trust and, subject to Maryland law, effective as of the date that the shares have been Transferred to the Trustee, the Trustee shall have the authority (at the Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Company that the shares have been Transferred to the Trustee and (ii) to recast such vote in accordance with the desires of the Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Company has already taken irreversible corporate action, then the Trustee shall not have the authority to rescind and recast such vote. Notwithstanding the provisions of this Section 5.9, until the Company has received notification that shares have been Transferred into a Trust, the Company shall be entitled to rely on its stock Transfer and other stockholder records for purposes of preparing lists of Stockholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Stockholders.

(d) SALE OF SHARES BY TRUSTEE. Within twenty (20) days of receiving notice from the Company that shares of Capital Stock have been Transferred to the Trust, the Trustee shall sell the shares held in the Trust to a Person, designated by the Trustee, whose ownership of the shares will not violate the ownership limitations set forth in Section 5.9(ii)(a)(I) or (II). Upon such sale, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 5.9(iii)(d). The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the shares or, if the Prohibited Owner did not give value for the shares in connection with the event causing the shares to be held in the Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the shares on the day of the event causing the shares to be held in the Trust and (2) the price per share received by the Trustee from the sale or other disposition of the shares held in the Trust. The Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 5.9(iii)(c). Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary. If, prior to the discovery by the Company that shares of Capital Stock have been Transferred to the Trustee, such shares are sold by a Prohibited Owner, then (i) such shares shall be deemed to have been sold on behalf of the Trust and (ii) to the extent that the Prohibited Owner received an amount for such shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 5.9, such excess shall be paid to the Trustee upon demand.

(e) PURCHASE RIGHT IN STOCK TRANSFERRED TO THE TRUSTEE. Shares of Capital Stock Transferred to the Trustee shall be deemed to have been offered for sale to the Company, or its designee, at a price per share equal to the lesser of (i) the price per share in the transaction that resulted in such Transfer to the Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Company, or its designee, accepts such offer. The Company may reduce the amount payable to the Prohibited Owner by the amount of dividends and other Distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Trustee pursuant to Section 5.9(iii)(c). The Company may pay the amount of such reduction to the Trustee for the benefit of the Charitable Beneficiary. The Company shall have the right to accept such offer until the Trustee has sold the shares held in the Trust pursuant to Section 5.9(iii)(d). Upon such a sale to the Company, the interest of the Charitable Beneficiary in the shares sold shall terminate and the Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

(f) DESIGNATION OF CHARITABLE BENEFICIARIES. By written notice to the Trustee, the Company shall designate one (1) or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Trust such that (i) the shares of Capital Stock held in the Trust would not violate the restrictions set forth in Section 5.9(ii)(a)(I) or (II) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1) (A), 2055 and 2522 of the Code.

SECTION 5.10 SETTLEMENTS. Nothing in Section 5.9 shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system. The fact that the settlement of any transaction occurs shall not negate the effect of any provision of Sections 5.9, and any transfer in such a transaction shall be subject to all of the provisions and limitations set forth in Section 5.9.

SECTION 5.11 SEVERABILITY. If any provision of Section 5.9 or any application of any such provision is determined to be void, invalid or unenforceable by any court having jurisdiction over the issue, the validity and enforceability of the remaining provisions of Section 5.9 shall not be affected and other applications of such provision shall be affected only to the extent necessary to comply with the determination of such court.

SECTION 5.12 ENFORCEMENT. The Company is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of Section 5.9.

SECTION 5.13 NON-WAIVER. No delay or failure on the part of the Company or the Board in exercising any right hereunder shall operate as a waiver of any right of the Company or the Board, as the case may be, except to the extent specifically waived in writing.

SECTION 5.14 REPURCHASE OF SHARES. The Board may establish, from time to time, a program or programs by which the Company voluntarily repurchases shares of Capital Stock from its Stockholders; provided, however, that such repurchase does not impair the capital or operations of the Company. The Sponsor, the Advisor, the Directors or any Affiliates thereof may not receive any fees arising out of the repurchase of stock by the Company.

SECTION 5.15 DISTRIBUTION REINVESTMENT PLANS. The Board may establish, from time to time, a Distribution reinvestment plan or plans (each, a “Reinvestment Plan”). Under any such Reinvestment Plan, (i) all material information regarding Distributions to the Stockholders and the effect of reinvesting such Distributions, including the tax consequences thereof, shall be provided to the Stockholders not less often than annually and (ii) each Stockholder participating in such Reinvestment Plan shall have a reasonable opportunity to withdraw from the Reinvestment Plan not less often than annually after receipt of the information required in clause (i) above.

SECTION 5.16 PREEMPTIVE AND APPRAISAL RIGHTS. Except as may be provided by the Board in setting the terms of classified or reclassified shares of Capital Stock pursuant to Section 5.4 or as may otherwise be provided by contract approved by the Board, no holder of stock shall, as such holder, have any preemptive right to purchase or subscribe for any additional shares of Capital Stock or any other security of the Company which it may issue or sell. Holders of shares of stock shall not be entitled to exercise any rights of an objecting stockholder provided for under Title 3, Subtitle 2 of the MGCL or any successor statute unless the Board, upon the affirmative vote of a majority of the Board, shall determine that such rights apply, with respect to all or any classes or series of stock, to one (1) or more transactions occurring after the date of such determination in connection with which holders of such shares would otherwise be entitled to exercise such rights.

ARTICLE VI.
BOARD OF DIRECTORS

SECTION 6.1 NUMBER OF DIRECTORS. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors. The number of Directors of the Company (the “Directors”) shall be five, which number may be increased or decreased from time to time pursuant to the Bylaws; provided, however, that the number of Directors shall not be fewer than three nor greater than ten. From and after the Commencement of the Initial Public Offering, a majority of the Board will be Independent Directors except for a period of up to sixty (60) days after the death, removal or resignation of an Independent Director pending the election of such Independent Director’s successor. The Company elects, at such time as it becomes eligible to make the election provided for under Section 3-804(c) of the MGCL, except as may be provided by the Board in setting the terms of any class or series of Preferred Shares, that any and all vacancies on the Board, may be filled only by the affirmative vote of a majority of the Stockholders, and any Director elected to fill a vacancy shall serve for the remainder of the full term of the directorship in which such vacancy occurred. Notwithstanding the foregoing sentence, Independent Directors shall nominate replacements for vacancies among the Independent Directors’ positions. No reduction in the number of Directors shall cause the removal of any Director from office prior to the expiration of his term. For the purposes of voting for Directors, each Share may be voted for as many individuals as there are Directors to be elected and for whose election the Share is entitled to be voted. Cumulative voting for Directors is prohibited.

The names of the Directors who shall serve on the Board until the first annual meeting of the Stockholders and until their successors are duly elected and qualify, subject to an increase in the number of Directors prior to the first annual meeting of the Stockholders, are:

Nicholas S. Schorsch

Peter M. Budko

Leslie D. Michelson

Elizabeth K. Tuppeny

Dr. Robert J. Froehlich

or such other Directors as elected or appointed in accordance with this Charter and the Bylaws.

SECTION 6.2 EXPERIENCE. Each Director shall have at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage the type of assets being acquired by the Company. At least one (1) of the Independent Directors shall have three years of relevant real estate experience, and at least one (1) of the Independent Directors shall be a financial expert with at least three years of relevant finance experience.

SECTION 6.3 COMMITTEES. Subject to the MGCL, the Board may establish such committees as it deems appropriate, in its discretion, provided that the majority of the members of each committee are Independent Directors. Any Audit Committee established by the Board shall be composed solely of Independent Directors.

SECTION 6.4 TERM. Except as may otherwise be provided in the terms of any Preferred Shares issued by the Company, each Director shall hold office for one (1) year, until the next annual meeting of Stockholders and until his successor is duly elected and qualifies. Directors may be elected to an unlimited number of successive terms.

SECTION 6.5 FIDUCIARY OBLIGATIONS. The Directors serve in a fiduciary capacity to the Company and have a fiduciary duty to the Stockholders of the Company, including a specific fiduciary duty to supervise the relationship of the Company with the Advisor.

SECTION 6.6 RESIGNATION, REMOVAL OR DEATH. Any Director may resign by delivering his resignation to the Board, the Chairman of the Board, the chief executive officer or the Secretary. Any resignation shall take effect immediately upon its receipt or at such later time specified in the resignation. Any Director or the entire Board may be removed from office with or without cause, by the affirmative vote of the holders of not less than a majority of the Shares then outstanding and entitled to vote generally in the election of directors, subject to the rights of any Preferred Shares to elector remove such Directors.

ARTICLE VII.
POWERS OF THE BOARD OF DIRECTORS

SECTION 7.1 GENERAL. The business and affairs of the Company shall be managed under the direction of the Board. In accordance with the policies on investments and borrowing set forth in this Article VII and Article IX hereof, the Board shall monitor the administrative procedures, investment operations and performance of the Company and the Advisor to assure that such policies are carried out. The Board may take any action that, in its sole judgment and discretion, is necessary or desirable to conduct the business of the Company. The Charter shall be construed with a presumption in favor of the grant of power and authority to the Board. Any construction of the Charter or determination made in good faith by the Board concerning its powers and authority hereunder shall be conclusive. The enumeration and definition of particular powers of the Board included in this Article VII shall in no way be limited or restricted by reference to or inference from the terms of this or any other provision of the Charter or construed or deemed by inference or otherwise in any manner to exclude or limit the powers conferred upon the Board under the general laws of the State of Maryland as now or hereafter in force.

SECTION 7.2 AUTHORIZATION BY BOARD OF STOCK ISSUANCE. The Board may authorize the issuance from time to time of shares of stock of any class or series, whether now or hereafter authorized, or securities or rights convertible into shares of stock of any class or series, whether now or hereafter authorized, for such consideration as the Board may deem advisable (including as compensation for the Independent Directors or without consideration in the case of a stock split or stock dividend), subject to such restrictions or limitations, if any, as may be set forth in the Charter or the Bylaws; provided that the issuance of Preferred Shares shall be approved by a majority of the Independent Directors not otherwise interested in the transaction, who shall have access, at the Company’s expense, to the Company’s legal counsel or to independent legal counsel.

SECTION 7.3 FINANCINGS. The Board shall have the power and authority to borrow or, in any other manner, raise money for the purposes and on the terms it determines, which terms may (i) include evidencing the same by issuance of Securities of the Company and (ii) have such provisions as the Board may determine (a) to reacquire such Securities; (b) to enter into other contracts or obligations on behalf of the Company; (c) to guarantee, indemnify or act as surety with respect to payment or performance of obligations of any Person; and (d) to mortgage, pledge, assign, grant security interests in or otherwise encumber the Company’s assets to secure any such Securities of the Company, contracts or obligations (including guarantees, indemnifications and suretyships); and to renew, modify, release, compromise, extend, consolidate or cancel, in whole or in part, any obligation to or of the Company or participate in any reorganization of obligors to the Company.

SECTION 7.4 REIT QUALIFICATION. If the Company elects to qualify for federal income tax treatment as a REIT, the Board shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Company as a REIT; however, if the Board determines that it is no longer in the best interests of the Company to continue to be qualified as a REIT, the Board may revoke or otherwise terminate the Company’s REIT election pursuant to Section 856(g) of the Code. The Board also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Section 5.9 of Article V is no longer required for REIT qualification.

SECTION 7.5 DETERMINATIONS BY BOARD. The determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board consistent with the Charter, shall be final and conclusive and shall be binding upon the Company and every holder of shares of stock: the amount of the net income of the Company for any period and the amount of assets at any time legally available for the payment of dividends, redemption of shares or the payment of other Distributions on shares; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other Distributions, qualifications or terms or conditions of redemption of any class or series of stock; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Company or any shares of stock; the number of shares of stock of any class of the Company; any matter relating to the acquisition, holding and disposition of any assets by the Company; the application of any provision of the Charter in the case of any ambiguity, including, without limitation: (i) any provision of the definitions of any of the following: Affiliate, Independent Director and Sponsor, (ii) which amounts paid to the Advisor or its Affiliates are property-level expenses connected with the ownership of real estate interests, loans or other property, (iii) which expenses are excluded from the definition of Total Operating Expenses and (iv) whether expenses qualify as Organization and Offering Expenses; any conflict between the MGCL and the provisions set forth in the NASAA REIT Guidelines; or any other matter relating to the business and affairs of the Company or required or permitted by applicable law, the Charter or Bylaws or otherwise to be determined by the Board; provided, however, that any determination by the Board as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director shall be liable for making or failing to make such a determination; and provided, further, that to the extent the Board determines that the MGCL conflicts with the provisions set forth in the NASAA REIT Guidelines, the NASAA REIT Guidelines control to the extent any provisions of the MGCL are not mandatory.

SECTION 7.6 STOCKHOLDER CONCURRENCE REQUIRED. Notwithstanding the foregoing, without concurrence of a majority of the outstanding shares of stock entitled to vote thereon, the Board may not (i) amend the Charter, except for amendments that do not adversely affect the rights, preferences and privileges of Stockholders (including amendments to provisions relating to Director qualifications, fiduciary duty, liability and indemnification, conflicts of interest, investment policies or investment restrictions), (ii) sell all or substantially all of the Assets other than in the ordinary course of the Company’s business or in connection with liquidation and dissolution or as otherwise permitted by law, (iii) cause the merger or similar reorganization of the Company except as permitted by law or (iv) dissolve or liquidate the Company, other than before the Company’s initial investment in Assets.

SECTION 7.7 VOTE OF MAJORITY OF INDEPENDENT DIRECTORS REQUIRED. Notwithstanding the foregoing, a majority of the Independent Directors must approve matters relating to: (i) the requirement that a majority of Directors and of Independent Directors review and ratify the Charter at or before the first meeting of the Board; (ii) the duty of the Board to establish written policies on investments and borrowing and to monitor the administrative procedures, investment operations and performance of the Company and the Advisor to assure that such policies are carried out; (iii) the Company’s minimum capitalization; (iv) the Advisory Agreement; (v) liability and indemnification; (vi) reasonableness of the Company’s fees and expenses; (vii) limitations on Organization and Offering Expenses; (viii) limitations on Acquisition Fees and Acquisition Expenses; (viii) limitations on Total Operating Expenses; (ix) limitations on Real Estate commissions on resale of property; (x) limitations on incentive fees; (xi) Advisor compensation; (xii) the Independent Directors’ periodic duty to review the Company’s investment policies; (xiii) the authority of a majority of the Independent Directors to select an Independent Appraiser to determine the fair market value that the Company pays for Real Estate that it acquires both (a) when a majority of the Independent Directors determine to appoint an Independent Appraiser to determine fair market value in connection with any acquisition by the Company and (b) whenever the Company acquires property from the Advisor, the Directors, the Sponsor or their Affiliates; (xiv) the restrictions and procedures contained herein relating to meetings of Stockholders; (xv) the authority of a majority of Stockholders present in person or by proxy at an annual meeting at which a quorum is present, without the necessity for concurrence by the Board, to vote to elect the Directors; (xvi) those requirements of any Reinvestment Plan that the Board establishes, relating to periodic distribution of certain material information to Stockholders and opportunity for participating Stockholders to withdraw; (xvii) the adoption of a Plan of Liquidation or a postponement thereof; and (xviii) the requirement that a majority of Independent Directors must approve matters relating to the duties and restrictions enumerated in this Section 7.7.

ARTICLE VIII.
ADVISOR

SECTION 8.1 APPOINTMENT AND INITIAL INVESTMENT OF ADVISOR. The Board is responsible for setting the general policies of the Company and for the general supervision of its business conducted by officers, agents, employees, advisors or independent contractors of the Company. However, the Board is not required personally to conduct the business of the Company, and it may (but need not) appoint, employ or contract with any Person (including a Person Affiliated with any Director) as an Advisor and may grant or delegate such authority to the Advisor as the Board may, in its sole discretion, deem necessary or desirable. The term of retention of any Advisor shall not exceed one (1) year, although there is no limit to the number of times that a particular Advisor may be retained. The Sponsor or its Affiliates have made an initial investment of $200,000 in the Company. The Sponsor or any such Affiliate may not sell the Initial Investment while American Realty Capital VIII, LLC remains a Sponsor but may transfer the Initial Investment to American Realty Capital VIII, LLC or the Affiliates of American Realty Capital VIII, LLC or the Advisor.

SECTION 8.2 SUPERVISION OF ADVISOR. The Board shall evaluate the performance of the Advisor before entering into or renewing an Advisory Agreement, and the criteria used in such evaluation shall be reflected in the minutes of the meetings of the Board. The Board may exercise broad discretion in allowing the Advisor to administer and regulate the operations of the Company, to act as agent for the Company, to execute documents on behalf of the Company and to make executive decisions that conform to general policies and principles established by the Board. The Board shall monitor the Advisor to assure that the administrative procedures, operations and programs of the Company are in the best interests of the Stockholders and are fulfilled. The Independent Directors are responsible for reviewing the total fees and expenses of the Company at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of the investment performance of the Company, its Net Assets, its Net Income and the fees and expenses of other comparable unaffiliated REITs. Each such determination shall be reflected in the minutes of the meetings of the Board. The Independent Directors also will be responsible for reviewing, from time to time and at least annually, the performance of the Advisor and determining that compensation to be paid to the Advisor is reasonable in relation to the nature and quality of services performed and that such compensation is within the limits prescribed by the Charter. The Independent Directors shall also supervise the performance of the Advisor and the compensation paid to the Advisor by the Company in order to determine that the provisions of the Advisory Agreement are being carried out. Specifically, the Independent Directors will consider factors such as (i) the amount of the fee paid to the Advisor in relation to the size, composition and performance of the Assets, (ii) the success of the Advisor in generating opportunities that meet the investment objectives of the Company, (iii) rates charged to other REITs and to investors other than REITs by advisors performing the same or similar services, (iv) additional revenues realized by the Advisor and its Affiliates through their relationship with the Company, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Company or by others with whom the Company does business, (v) the quality and extent of service and advice furnished by the Advisor, (vi) the performance of the Assets, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations, and (vii) the quality of the Assets relative to the investments generated by the Advisor for its own account. The Independent Directors may also consider all other factors that they deem relevant, and the findings of the Independent Directors on each of the factors considered shall be recorded in the minutes of the Board. The Board shall determine whether any successor Advisor possesses sufficient qualifications to perform the advisory function for the Company and whether the compensation provided for in its contract with the Company is justified.

SECTION 8.3 FIDUCIARY OBLIGATIONS. The Advisor shall have a fiduciary responsibility and duty to the Company and to the Stockholders.

SECTION 8.4 AFFILIATION AND FUNCTIONS. The Board, by resolution or in the Bylaws, may provide guidelines, provisions or requirements concerning the affiliation and functions of the Advisor.

SECTION 8.5 TERMINATION. Either a majority of the Independent Directors or the Advisor may terminate the Advisory Agreement on sixty (60) days’ written notice without cause or penalty, and, in such event, the Advisor will cooperate with the Company and the Board in making an orderly transition of the advisory function.

SECTION 8.6 DISPOSITION FEE ON SALE OF PROPERTIES. The Company may pay the Advisor a real estate commission upon Sale of one (1) or more Properties, in an amount equal to the lesser of (i) one-half (1/2) of the Competitive Real Estate Commission if a third party broker is also involved, or (ii) two percent (2%) of the sales price of such Property or Properties. Payment of such fee may be made only if the Advisor provides a substantial amount of services in connection with the Sale of a Property or Properties, as determined by a majority of the Independent Directors. In addition, the amount paid when added to all other real estate commissions paid to unaffiliated parties in connection with such Sale shall not exceed the lesser of the Competitive Real Estate Commission or an amount equal to six percent (6%) of the sales price of such Property or Properties.

SECTION 8.7 INCENTIVE FEES. The Company may pay (including through the issuance of an interest by the Operating Partnership) the Advisor or its Affiliates an interest in the gain from the Sale of Assets, for which full consideration is not paid in cash or property of equivalent value, provided the amount or percentage of such interest is reasonable. Such an interest in gain from the Sale of Assets shall be considered presumptively reasonable if it does not exceed fifteen percent (15%) of the balance of such net proceeds remaining after payment to Stockholders, in the aggregate, of an amount equal to one hundred percent (100%) of the Invested Capital, plus an amount equal to six percent (6%) of the Invested Capital per annum cumulative. In the case of multiple Advisors, such Advisor and any of their Affiliates shall be allowed such fees provided such fees are distributed by a proportional method reasonably designed to reflect the value added to the Company assets by each respective Advisor or any Affiliate.

SECTION 8.8 ORGANIZATION AND OFFERING EXPENSES LIMITATION. The Company shall reimburse the Advisor and its Affiliates for Organization and Offering Expenses incurred by the Advisor or its Affiliates; provided, however, that the total amount of all Organization and Offering Expenses shall be reasonable and shall in no event exceed fifteen percent (15%) of the Gross Proceeds of each Offering.

SECTION 8.9 ACQUISITION FEES. The Company may pay the Advisor and its Affiliates fees for the review and evaluation of potential investments in Assets; provided, however, (i) that the total of all Acquisition Fees and Acquisition Expenses shall be reasonable, and shall not exceed an amount equal to four and one-half percent (4.5%) of the Contract Purchase Price, or, in the case of a Mortgage, four and one-half percent (4.5%) of the funds advanced and (ii) that once all the proceeds from the Initial Public Offering have been fully invested, the total of all Acquisition Fees shall not exceed an amount equal to one and one-half percent (1.5%) of the Contract Purchase Price for all the Assets acquired; provided, however, that a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction may approve fees and expenses in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to the Company.

SECTION 8.10 ANNUAL SUBORDINATED PERFORMANCE FEE. The Company may pay the Advisor an Annual Subordinated Performance Fee (“Annual Subordinated Performance Fee”) calculated on the basis of the Company’s total return to Stockholders; provided, that in any year in which the Company’s total return to Stockholders exceeds six percent (6%) per annum, the Advisor shall receive fifteen percent (15%) of the excess total return but shall not receive more than ten percent (10%) of the aggregate total return for such year.

SECTION 8.11 REIMBURSEMENT FOR TOTAL OPERATING EXPENSES. The Company may reimburse the Advisor, at the end of each fiscal quarter, for Total Operating Expenses incurred by the Advisor; provided, however, that the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of two percent (2%) of Average Invested Assets or twenty five percent (25%) of Net Income (the “2%/25% Guidelines”) for such year. The Independent Directors shall have the fiduciary responsibility of limiting Total Operating Expenses to amounts that do not exceed the 2%/25% Guidelines unless they have made a finding that, based on such unusual and non-recurring factors that they deem sufficient, a higher level of expenses (an “Excess Amount”) is justified. Any such finding and the reasons in support thereof shall be reflected in the minutes of the meetings of the Board. Within sixty (60) days after the end of any fiscal quarter of the Company for which there is an Excess Amount which the Independent Directors conclude was justifiable and reimbursable to the Advisor, there shall be sent to the Stockholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified. If the Independent Directors do not determine that excess expenses are justified, the Advisor shall reimburse the Company at the end of the twelve month period the amount by which the annual expenses paid or incurred by the Company exceeded the 2%/25% Guidelines.

SECTION 8.12 REIMBURSEMENT LIMITATION. The Company shall not reimburse the Advisor or its Affiliates for services for which the Advisor or its Affiliates are entitled to compensation in the form of a separate fee.

SECTION 8.13 NO FEES UPON INTERNALIZATION. If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services.

ARTICLE IX.
INVESTMENT OBJECTIVES AND LIMITATIONS

SECTION 9.1 REVIEW OF OBJECTIVES. The Independent Directors shall review the investment policies of the Company with sufficient frequency (not less often than annually) to determine that the policies being followed by the Company are in the best interests of its Stockholders. Each such determination and the basis therefor shall be set forth in the minutes of the meetings of the Board.

SECTION 9.2 CERTAIN PERMITTED INVESTMENTS. The following shall apply:

(i) The Company may invest in Assets.

(ii) The Company may invest in Joint Ventures with the Sponsor, the Advisor, one (1) or more Directors or any of their Affiliates only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction, approve such investment as being fair and reasonable to the Company and on substantially the same terms and conditions as those received by the other joint venturers.

(iii) Subject to any limitations in Section 9.3, the Company may invest in equity securities, provided that such investment shall be permitted only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approve such investment as being fair, competitive and commercially reasonable.

SECTION 9.3 INVESTMENT LIMITATIONS. In addition to other investment restrictions imposed by the Board from time to time, consistent with the Company’s objective of qualifying as a REIT, the following shall apply to the Company’s investments:

(i) Not more than ten percent (10%) of the Company’s total assets shall be invested in Unimproved Real Property or mortgage loans on Unimproved Real Property.

(ii) The Company shall not invest in commodities or commodity future contracts. This limitation is not intended to apply to futures contracts, when used solely for hedging purposes in connection with the Company’s ordinary business of investing in Real Estate assets and Mortgages.

(iii) Except for those Mortgages insured or guaranteed by a government or government agency, the Company shall not invest in or make any Mortgage, unless an appraisal is obtained concerning the underlying property. In a transaction in which a majority of the Independent Directors so determine, and in any transaction with the Advisor, the Sponsor, any Director or any Affiliate thereof, such appraisal will be obtained from an Independent Appraiser concerning the underlying property. Such appraisals shall be maintained in the Company’s records for at least five (5) years and shall be available for inspection and duplication by any holder of Common Shares for a reasonable charge. In addition to the appraisal, a mortgagee’s or owner’s title insurance policy or commitment as to the priority of the mortgage or condition of the title must be obtained.

(iv) The Company shall not make or invest in any Mortgage, including a construction loan, on any one (1) property if the aggregate amount of all mortgage loans outstanding on the property, including the loans of the Company, would exceed an amount equal to eighty-five percent (85%) of the appraised value of the property as determined by appraisal, unless substantial justification exists because of the presence of other underwriting criteria. For purposes of this subsection, the “aggregate amount of all mortgage loans outstanding on the property, including the loans of the Company” shall include all interest (excluding contingent participation in income and/or appreciation in value of the mortgaged property), the current payment of which may be deferred pursuant to the terms of such loans, to the extent that deferred interest on each loan exceeds five percent (5%) per annum of the principal balance of the loan.

(v) The Company shall not invest in indebtedness secured by a mortgage on real property which is subordinate to liens or other indebtedness or equity interests of the Advisor, the Sponsor, any Director or any Affiliate of the Company.

(vi) The Company shall not issue (A) equity Securities redeemable solely at the option of the holder (except that Stockholders may offer their Common Shares to the Company pursuant to any repurchase plan adopted by the Board on terms outlined in the Prospectus relating to any Offering, as such plan is thereafter amended in accordance with its terms); (B) debt Securities unless the historical debt service coverage (in the most recently completed fiscal year) as adjusted for known changes is sufficient to properly service that higher level of debt; (C) equity Securities on a deferred payment basis or under similar arrangements; or (D) options or warrants to purchase shares of Capital Stock to the Advisor, the Directors, the Sponsor or any Affiliate thereof except on the same terms as such options or warrants, if any, are sold to the general public. The foregoing restrictions shall not prevent the Company from issuing options or warrants to the Advisor, the Directors, the Sponsor or any Affiliate thereof at exercise prices not less than the fair market value of the underlying Securities on the date of grant and for consideration (which may include services) that in the judgment of the Independent Directors has a market value not less than the value of such option or warrant on the date of grant. Options or warrants issuable to the Advisor, the Directors, the Sponsor or any Affiliate thereof shall not exceed ten percent (10%) of the outstanding Shares on the date of grant. The voting rights per Share (other than any publicly held Share) sold in a private offering shall not exceed the voting rights which bear the same relationship to the voting rights of a publicly held Share as the consideration paid to the Company for each privately offered share bears to the book value of each outstanding publicly held share.

(vii) A majority of the Directors or a majority of a duly authorized committee of the Board shall authorize the consideration to be paid for each Asset, ordinarily based on the fair market value of the Asset. If a majority of the Independent Directors on the Board or such duly authorized committee determine, or if the Asset is acquired from the Advisor, a Director, the Sponsor or their Affiliates, such fair market value shall be determined by a qualified Independent Appraiser selected by such Independent Directors.

(viii) The Company will continually review its investment activity to attempt to ensure that it is not classified as an “investment company” under the Investment Company Act of 1940, as amended.

(ix) The Company will not make any investment that the Company believes will be inconsistent with its objectives of qualifying and remaining qualified as a REIT unless and until the Board determines, in its sole discretion, that REIT qualification is not in the best interests of the Company.

(x) The Company shall not invest in real estate contracts of sale unless such contracts are in recordable form and appropriately recorded in the chain of title.

(xi) The Company shall not engage in trading, as opposed to investment activities.

(xii) The Company shall not engage in underwriting activities or distribute, as agent, securities issued by others.

(xiii) The aggregate amount of borrowing shall not exceed three hundred percent (300%) of the Company’s Net Assets as of the date of the borrowing, which is generally expected to be approximately seventy-five percent (75%) of the cost of the Company’s investments, unless the excess is approved by a majority of the Independent Directors and disclosed to the Stockholders in the Company’s next quarterly report to Stockholders following such borrowing along with justification for such excess. This limitation, however, shall not apply to individual real estate assets or investments.

(xiv) The Company shall not acquire securities in any entity holding investments or engaging in activities prohibited by the restrictions on investments set forth in the foregoing clauses (i) through (xiii) of this Section 9.3.

ARTICLE X.
CONFLICTS OF INTEREST

SECTION 10.1 SALES AND LEASES TO THE COMPANY. The Company may purchase or lease an Asset or Assets from the Sponsor, the Advisor, a Director, an officer or any Affiliate thereof upon a finding by a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction (i) that such transaction is fair and reasonable to the Company and (ii) that such transaction is at a price to the Company no greater than the cost of the Asset to such Sponsor, Advisor, Director, officer, Affiliate or, if the price to the Company is in excess of such cost, substantial justification exists for the excess and the excess is reasonable. In no event shall the purchase price paid by the Company for any such Asset exceed the Asset’s current appraised value.

SECTION 10.2 SALES AND LEASES TO THE SPONSOR, ADVISOR, DIRECTORS OR AFFILIATES. An Advisor, the Sponsor, a Director, an officer or any Affiliate thereof may only purchase or lease Assets from the Company if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction determine that the transaction is fair and reasonable to the Company.

SECTION 10.3 OTHER TRANSACTIONS.

(i) The Company shall not engage in any other transaction with the Sponsor, a Director, the Advisor or any Affiliates thereof unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction approve such transaction as fair and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from unaffiliated third parties.

(ii) The Company shall not make loans to the Sponsor, the Advisor, a Director, an officer or any Affiliates thereof except Mortgages pursuant to Section 9.3(iii) hereof or loans to wholly owned subsidiaries of the Company. The Sponsor, the Advisor, the Directors, the officers and any Affiliates thereof shall not make loans to the Company, or to joint ventures in which the Company is a co-venturer, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Company than comparable loans between unaffiliated parties.

(iii) The Company may enter into joint ventures with the Sponsor, the Advisor, a Director and any Affiliates thereof, provided that (a) a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approves the transaction as being fair and reasonable to the Company and (b) the investment by the Company is on substantially the same terms as those received by other joint venturers.

ARTICLE XI.
STOCKHOLDERS

SECTION 11.1 MEETINGS OF STOCKHOLDERS. There shall be an annual meeting of the Stockholders, to be held on such date and at such time and place as shall be determined by or in the manner prescribed in the Bylaws, at which the Directors shall be elected and any other proper business may be conducted. The annual meeting will be held upon reasonable notice on a date that is within a reasonable period of time following the distribution of the Company’s annual report to Stockholders, but not less than thirty (30) days after delivery of such report. The Directors, including the Independent Directors, shall take reasonable steps to ensure that such notice is provided. The holders of a majority of Shares entitled to vote, present in person or by proxy, at an annual meeting at which a quorum is present may, without the necessity for concurrence by the Board, vote to elect the Directors. A quorum shall be the presence in person or by proxy of Stockholders entitled to cast at least fifty percent (50%) of all the votes entitled to be cast at such meeting on any matter. Special meetings of Stockholders may be called in the manner provided in the Bylaws, including by the Chairman of the Board, the President, the Chief Executive Officer, a majority of the Directors or a majority of the Independent Directors, and shall be called by the Secretary of the Company to act on any matter that may properly be considered at a meeting of Stockholders upon written request of Stockholders entitled to cast not less than ten percent (10%) of all votes entitled to be cast on such matter at such meeting. The written request must be delivered in person or by mail and must state the purpose of the meeting and the matters proposed to be acted upon at the meeting. Within ten (10) days after receipt of such written request, either in person or by mail, the secretary of the Company shall inform the Stockholders who made such request of the reasonably estimated cost of preparing and mailing a notice of the proposed meeting; and within (10) ten days of his or her receipt of payment of such costs, the Secretary of the Company shall provide all Stockholders with written notice, either in person or by mail, of such meeting and the purpose of such meeting. Notwithstanding anything to the contrary herein, such meeting shall be held not less than fifteen (15) days nor more than sixty (60) days after the Secretary’s delivery of such notice. Subject to the foregoing sentence, if the meeting is called by written request of Stockholders as described in this Section 11.1, such meeting shall be held at the time and place specified in the Stockholders’ request; provided, however, that if none is so specified, such meeting shall be held at a time and place convenient to the Stockholders. If there are no Directors, the Secretary of the Company shall promptly call a special meeting of the Stockholders entitled to vote for the election of successor Directors. Any meeting may be adjourned and reconvened as the Board may determine or as otherwise provided in the Bylaws. Without the approval of a majority of the shares of stock entitled to vote on the matter, the Board may not (i) amend the Charter to materially and adversely affect the rights, preferences and privileges of the Stockholders; (ii) amend provisions of the Charter relating to director qualifications, fiduciary duties, liability and indemnification, conflicts of interest, investment policies or investment restrictions; (iii) liquidate or dissolve the Company other than before the initial investment in Property; (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of business or as otherwise permitted by law; or (v) cause the merger or similar reorganization of the Company except as permitted by law.

SECTION 11.2 VOTING RIGHTS OF STOCKHOLDERS. Subject to the provisions of any class or series of shares of stock then outstanding and the mandatory provisions of any applicable laws or regulations, the Stockholders shall be entitled to vote only on the following matters: (a) election or removal of Directors, without the necessity for concurrence by the Board, as provided in Sections 6.1, 6.4, 6.6 and 11.1 hereof; (b) amendment of the Charter, without the necessity for concurrence by the Board, as provided in Article XIII hereof; (c) dissolution of the Company, without the necessity for concurrence by the Board; (d) to the extent required under Maryland law, merger or consolidation of the Company or the sale or other disposition of all or substantially all of the Company’s assets; and (e) such other matters with respect to which the Board has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Stockholders for approval or ratification. Except with respect to the foregoing matters, no action taken by the Stockholders at any meeting shall in any way bind the Board. Without the approval of a majority of the shares of stock entitled to vote on the matter, the Board may not (i) amend the Charter to materially and adversely affect the rights, preferences and privileges of the Stockholders; (ii) amend provisions of the Charter relating to director qualifications, fiduciary duties, liability and indemnification, conflicts of interest, investment policies or investment restrictions; (iii) liquidate or dissolve the Company other than before the initial investment in property; (iv) sell all or substantially all of the Company’s assets other than in the ordinary course of business or as otherwise permitted by law; or (v) cause the merger or similar reorganization of the Company except as permitted by law.

SECTION 11.3 EXTRAORDINARY ACTIONS. Notwithstanding any provision of law permitting or requiring any action to be taken or approved by the affirmative vote of the holders of shares of stock entitled to cast a greater number of votes, any such action shall be effective and valid if declared advisable by the Board and taken or approved by the affirmative vote of holders of shares entitled to cast a majority of all the votes entitled to be cast on the matter.

SECTION 11.4 VOTING LIMITATIONS ON SHARES HELD BY THE ADVISOR, DIRECTORS AND AFFILIATES. With respect to shares of stock owned by the Advisor, any Director or any of their Affiliates, neither the Advisor, nor such Director(s), nor any of their Affiliates may vote or consent on matters submitted to the Stockholders regarding the removal of the Advisor, such Director(s) or any of their Affiliates or any transaction between the Company and any of them. In determining the requisite percentage in interest of shares necessary to approve a matter on which the Advisor, such Director(s) and any of their Affiliates may not vote or consent, any shares owned by any of them shall not be included.

SECTION 11.5 RIGHT OF INSPECTION. Any Stockholder and any designated representative thereof shall be permitted access to the records of the Company at all reasonable times, and may inspect and copy any of them for a reasonable charge. Inspection of the Company books and records by the office or agency administering the securities laws of a jurisdiction shall be provided upon reasonable notice and during normal business hours.

SECTION 11.6 ACCESS TO STOCKHOLDER LIST. An alphabetical list of the names, addresses and telephone numbers of the Stockholders of the Company, along with the number of shares of stock held by each of them (the “Stockholder List”), shall be maintained as part of the books and records of the Company and shall be available for inspection by any Stockholder or the Stockholder’s designated agent at the home office of the Company upon the request of the Stockholder. The Stockholder List shall be updated at least quarterly to reflect changes in the information contained therein. A copy of the Stockholder List shall be mailed to any Stockholder so requesting within ten days of receipt by the Company of the request. The copy of the Stockholder List shall be printed in alphabetical order, on white paper, and in a readily readable type size (in no event smaller than 10-point type). The Company may impose a reasonable charge for expenses incurred in reproduction pursuant to the Stockholder request. A Stockholder may request a copy of the Stockholder List in connection with matters relating to Stockholders’ voting rights, and the exercise of Stockholder rights under federal proxy laws.

If the Advisor or the Board neglects or refuses to exhibit, produce or mail a copy of the Stockholder List as requested, the Advisor and/or the Board, as the case may be, shall be liable to any Stockholder requesting the Stockholder List for the costs, including reasonable attorneys’ fees, incurred by that Stockholder for compelling the production of the Stockholder List, and for actual damages suffered by any Stockholder by reason of such refusal or neglect. It shall be a defense that the actual purpose and reason for the requests for inspection or for a copy of the Stockholder List is to secure the Stockholder List or other information for the purpose of selling the Stockholder List or copies thereof, or of using the same for a commercial purpose, other than in the interest of the applicant as a Stockholder relative to the affairs of the Company. The Company may require the Stockholder requesting the Stockholder List to represent that the Stockholder List is not requested for a commercial purpose unrelated to the Stockholder’s interest in the Company. The remedies provided hereunder to Stockholders requesting copies of the Stockholder List are in addition to, and shall not in any way limit, other remedies available to Stockholders under federal law, or the laws of any state.

SECTION 11.7 REPORTS. The Directors, including the Independent Directors, shall take reasonable steps to insure that the Company shall cause to be prepared and mailed or delivered to each Stockholder as of a record date after the end of the fiscal year and each holder of other publicly held Securities within one hundred twenty (120) days after the end of the fiscal year to which it relates an annual report for each fiscal year ending after the Commencement of the Initial Public Offering that shall include: (i) financial statements prepared in accordance with generally accepted accounting principles which are audited and reported on by independent certified public accountants; (ii) the ratio of the costs of raising capital during the period to the capital raised; (iii) the aggregate amount of advisory fees and the aggregate amount of other fees paid to the Advisor and any Affiliate of the Advisor by the Company and including fees or charges paid to the Advisor and any Affiliate of the Advisor by third parties doing business with the Company; (iv) the Total Operating Expenses of the Company, stated as a percentage of Average Invested Assets and as a percentage of Net Income; (v) a report from the Independent Directors that the policies being followed by the Company are in the best interests of its Stockholders and the basis for such determination; and (vi) separately stated, full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving the Company, the Directors, the Advisors, the Sponsors and any Affiliate thereof occurring in the year for which the annual report is made, and the Independent Directors shall be specifically charged with a duty to examine and comment in the report on the fairness of such transactions.

SECTION 11.8 TENDER OFFERS. If any Person makes a tender offer, including, without limitation, a “mini-tender” offer, such Person must comply with all of the provisions of Regulation 14D of the Exchange Act, including, without limitation, disclosure and notice requirements, that would be applicable if the tender offer was for more than five percent (5%) of the outstanding shares of the stock of the Company; provided, however, that unless otherwise required by the Exchange Act, such documents are not required to be filed with the Securities and Exchange Commission. In addition, any such Person must provide notice to the Corporation at least ten business days prior to initiating any such tender offer. No Stockholder may Transfer any Shares held by such Stockholder to any Person who initiates a tender offer without complying with the provisions set forth above (a “Non-Compliant Tender Offer”) unless such Stockholder shall have first offered such Shares to the Corporation at the greater of (i) the tender offer price, and (ii) the following, as applicable: (A) if the Company has an effective Share repurchase plan at the time of such Non-Compliant Tender Offer, the price at which such Stockholder would be able to sell such Shares pursuant to the Corporation’s Share repurchase plan, (B) if the Company does not have an effective repurchase plan at the time of such Non-Compliant Tender Offer and it has not yet determined a net asset value per share, the price at which such Stockholder would have been able to sell such shares pursuant to the Corporation’s Share repurchase plan immediately prior to the suspension or termination of the Corporation’s Share repurchase plan, or (C) if the Company does not have an effective Share repurchase plan at the time of such Non-Compliant Tender Offer and it has determined a net asset value per share, the price equal to net asset value per share (as calculated in the Prospectus) at such time as determined by the Board. In addition, any Person who makes a Non-Compliant Tender Offer shall be responsible for all expenses incurred by the Company in connection with the enforcement of the provisions of this Section 11.8, including, without limitation, expenses incurred in connection with the review of all documents related to such tender offer. In addition to the remedies provided herein, the Company may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer. This Section 11.8 shall be of no force or effect with respect to any Shares that are then Listed.

ARTICLE XII.
LIABILITY OF STOCKHOLDERS, DIRECTORS, ADVISORS AND AFFILIATES;
TRANSACTIONS BETWEEN AFFILIATES AND THE COMPANY

SECTION 12.1 LIMITATION OF STOCKHOLDER LIABILITY. No Stockholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Company by reason of being a Stockholder, nor shall any Stockholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the Company’s assets or the affairs of the Company by reason of being a Stockholder. All Shares issued to Stockholders shall be non-assessable.

SECTION 12.2 LIMITATION OF DIRECTOR AND OFFICER LIABILITY; INDEMNIFICATION.

(a) Subject to the limitations set forth under Maryland law or in paragraph (c) or (d) below, no Director or officer of the Company shall be liable to the Company or its Stockholders for money damages. Neither the amendment nor repeal of this Section 12.2(a), nor the adoption or amendment of any other provision of the Charter or Bylaws inconsistent with this Section 12.2(a), shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

(b) Subject to the limitations set forth under Maryland law or in paragraph (c) or (d) below, the Company shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Director or officer of the Company and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity, (ii) any individual who, while a Director or officer of the Company and at the request of the Company, serves or has served as a director, officer, partner, member, manager or trustee of another corporation, real estate investment trust, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (iii) the Advisor of any of its Affiliates acting as an agent of the Company. The rights of a Director or officer to indemnification and advance of expenses provided hereby shall vest immediately upon election of such Director or officer. The Company may, with the approval of the Board or any duly authorized committee thereof, provide such indemnification and advance for expenses to a person who served a predecessor of the Company in any of the capacities described in (i) or (ii) above and to any employee or agent of the Company or a predecessor of the Company. The Board may take such action as is necessary to carry out this Section 12.2(b). No amendment of the Charter or repeal of any of its provisions shall limit or eliminate the right of indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment or repeal.

(c) Notwithstanding anything to the contrary contained in paragraph (a) or (b) above, the Company shall not provide for indemnification of a Director, the Advisor or any Affiliate of the Advisor (the “Indemnitee”) for any liability or loss suffered by any of them and the Company shall not provide that an Indemnitee be held harmless for any loss or liability suffered by the Company, unless all of the following conditions are met:

(i) The Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Company.

(ii) The Indemnitee was acting on behalf of or performing services for the Company.

(iii) Such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a Director (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director.

(iv) Such indemnification or agreement to hold harmless is recoverable only out of Net Assets and not from the Stockholders.

(d) Notwithstanding anything to the contrary contained in paragraph (a) or (b) above, the Company shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee, or any person acting as a broker-dealer, unless one (1) or more of the following conditions are met: (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee or any person acting as a broker-dealer; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee or any person acting as a broker-dealer; or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee, or any person acting as a broker-dealer, and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which Securities were offered or sold as to indemnification for violations of securities laws.

SECTION 12.3 PAYMENT OF EXPENSES. The Company may pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition of a proceeding only if: (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Company, (ii) the Indemnitee provides the Company with a written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Company as authorized by Section 12.2, (iii) the proceeding was initiated by a third party who is not a Stockholder or, if by a Stockholder acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (iv) the Indemnitee provides the Company with a written undertaking to repay the amount paid or reimbursed by the Company, together with the applicable legal rate of interest, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct.

SECTION 12.4 EXPRESS EXCULPATORY CLAUSES IN INSTRUMENTS. Neither the Stockholders nor the Directors, officers, employees or agents of the Company shall be liable under any written instrument creating an obligation of the Company by reason of their being Stockholders, Directors, officers, employees or agents of the Company, and all Persons shall look solely to the Company’s assets for the payment of any claim under or for the performance of that instrument. The omission of the foregoing exculpatory language from any instrument shall not affect the validity or enforceability of such instrument and shall not render any Stockholder, Director, officer, employee or agent liable thereunder to any third party, nor shall the Directors or any officer, employee or agent of the Company be liable to anyone as a result of such omission.

ARTICLE XIII.
AMENDMENTS

The Company reserves the right from time to time to make any amendment to its Charter, now or hereafter authorized by law, including any amendment altering the terms or contract rights, as expressly set forth in the Charter, of any outstanding shares of stock. All rights and powers conferred by the Charter on Stockholders, Directors and officers are granted subject to this reservation. Except for amendments permitted to be made without Stockholder approval under Maryland law or by specific provision in this Charter, any amendment to the Charter shall be valid only if approved by the affirmative vote of a majority of all votes entitled to be cast on the matter, including, without limitation, (i) any amendment which would adversely affect the rights, preferences and privileges of the Stockholders and (ii) any amendment to Sections 6.2, 6.5 and 6.6 of Article VI, Article IX, Article X, Article XII, Article XIV, Article XV and this Article XIII (or any other amendment of the Charter that would have the effect of amending such sections).

ARTICLE XIV.
ROLL-UP TRANSACTIONS

(i) In connection with any proposed Roll-Up Transaction, an appraisal of all of the Company’s assets shall be obtained from a competent Independent Appraiser. The Company’s assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Transaction. The appraisal shall assume an orderly liquidation of the assets over a 12-month period. If the appraisal will be included in a prospectus used to offer the securities of a Roll-Up Entity, the appraisal shall be filed with the Securities and Exchange Commission and the states as an exhibit to the registration statement for the offering. Accordingly, an issuer using the appraisal shall be subject to liability for violation of Section 11 of the Securities Act, and comparable provisions under state laws for any material misrepresentations or omissions in the appraisal. The terms of the engagement of the Independent Appraiser shall clearly state that the engagement is for the benefit of the Company and the Stockholders. A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to Stockholders in connection with a proposed Roll-Up Transaction. In connection with a proposed Roll-Up Transaction, the person sponsoring the Roll-Up Transaction shall offer to holders of Common Shares who vote against the proposed Roll-Up Transaction the choice of:

(a) accepting the securities of a Roll-Up Entity offered in the proposed Roll-Up Transaction; or

(b) one (1) of the following:

(I) remaining as Stockholders of the Company and preserving their interests therein on the same terms and conditions as existed previously; or

(II) receiving cash in an amount equal to the Stockholder’s pro rata share of the appraised value of the net assets of the Company.

(ii) The Company is prohibited from participating in any proposed Roll-Up Transaction:

(a) that would result in the holders of Common Shares having voting rights in a Roll-Up Entity that are less than the rights provided for in Article XI hereof;

(b) that includes provisions that would operate as a material impediment to, or frustration of, the accumulation of shares of stock by any purchaser of the securities of the Roll-Up Entity (except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity), or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of shares held by that investor;

(c) in which investor’s rights to access of records of the Roll-Up Entity will be less than those described in Sections 11.5 and 11.6 hereof; or

(d) in which any of the costs of the Roll-Up Transaction would be borne by the Company if the Roll-Up Transaction is rejected by the holders of Common Shares.

ARTICLE XV.
DURATION

If the Board has not determined to pursue a Liquidity Event by the sixth anniversary of the Termination of the Initial Public Offering , the Board shall adopt a resolution declaring that a proposed liquidation of the Company is advisable on substantially the terms and conditions set forth in, or referred to, in the resolution (the “Plan of Liquidation”) and directing that the proposed Plan of Liquidation be submitted for consideration at either an annual or special meeting of the Stockholders provided, however, that the adoption of a Plan of Liquidation by the Board and the submission thereof to the Stockholders may be postponed if a majority of Directors, including a majority of Independent Directors, determines that a liquidation is not then in the best interest of the Stockholders. If the adoption of a Plan of Liquidation and the submission thereof to the Stockholders is so postponed, the Board shall reconsider whether the liquidation is in the best interest of the Stockholders at least annually and further postponement of the adoption of a Plan of Liquidation and the submission thereof to the Stockholders shall only be permitted if a majority of Directors, including a majority of Independent Directors, again determines that a liquidation would not then be in the best interest of the Stockholders. If the Board adopts a Plan of Liquidation and the Stockholders do not approve the Plan of Liquidation, (i) the Company shall continue operating and (ii) upon the written request of Stockholders owning in the aggregate not less than ten percent (10%) of the then outstanding Common Shares, the Board shall resubmit the Plan of Liquidation for consideration by proxy statement to the Stockholders up to once every two (2) years. If the Board adopts a Plan of Liquidation and the Stockholders approve the Plan of Liquidation, the Board shall commence an orderly liquidation of the Assets pursuant to such Plan of Liquidation. If listing occurs on or before the sixth anniversary of the Termination of the Initial Public Offering, the Company shall continue perpetually unless dissolved pursuant to any applicable provision of the MGCL.

THIRD: The amendment and restatement of the charter as hereinabove set forth have been duly advised by the Board of Directors of the Company and approved by the stockholders of the Company as required by law.

FOURTH: The current address of the principal office of the Company is as set forth in Article III of the foregoing amendment and restatement of the charter.

FIFTH: The name and address of the Company’s current resident agent are as set forth in Article III of the foregoing amendment and restatement of the charter.

SIXTH: The number of directors of the Company and the names of the directors currently in office are as set forth in Section 6.1 of Article VI of the foregoing amendment and restatement of the charter.

SEVENTH: The total number of shares of stock which the Company had authority to issue immediately prior to the foregoing amendment and restatement of the charter was 350,000,000 shares of common stock, $0.01 par value per share. The aggregate par value of all shares of stock having par value was $3,500,000. The total number of shares of stock which the Company has authority to issue pursuant to the foregoing amendment and restatement of the charter is 1,000,000,000, consisting of 950,000,000 shares of common stock, $0.01 par value per share, and 50,000,000 shares of preferred stock, $0.01 par value per share. The aggregate par value of all authorized shares of stock having par value is $10,000,000.

EIGHTH: The undersigned Chief Executive Officer acknowledges these Articles of Amendment and Restatement to be the corporate act of the Company and, as to all matters or facts required to be verified under oath, the undersigned Chief Executive Officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

[SIGNATURES ON FOLLOWING PAGE]

IN WITNESS WHEREOF, ARC Realty Finance Trust, Inc. has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its Chief Executive Officer, and attested by its President, Treasurer and Secretary, on this 12th day of April, 2013.

ATTEST:

By:	/s/ Peter M. Budko	By:	/s/ Nicholas S. Schorsch

Name: Peter M. Budko		Name: Nicholas S. Schorsch

Title: President and Secretary		Title: Chief Executive Officer

EX-4.1 4 v344410_ex4-1.htm EXHIBIT 4.1

AGREEMENT OF LIMITED PARTNERSHIP

OF

ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P.

Date as of February 12, 2013

TABLE OF CONTENTS

			Page

Article 1. DEFINED TERMS			1

Article 2. ORGANIZATIONAL MATTERS			16
	2.1	Formation	16
	2.2	Name	17
	2.3	Registered Office and Agent; Principal Office	17
	2.4	Power of Attorney	17
	2.5	Term	18

Article 3. PURPOSE			19
	3.1	Purpose and Business	19
	3.2	Powers	19

Article 4. CAPITAL CONTRIBUTIONS			20
`	4.1	Capital Contributions of the Partners	20
	4.2	Additional Funds; Restrictions on the General Partner	20
	4.3	Issuance of Additional Partnership Interests; Admission of Additional Limited Partners	22
	4.4	Contribution of Proceeds of Issuance of Common Stock	23
	4.5	Repurchase of Common Stock; Shares-In-Trust	23
	4.6	No Third-Party Beneficiary	24
	4.7	No Interest; No Return	24
	4.8	No Preemptive Rights.	24

Article 5. DISTRIBUTIONS			24
	5.1	Distributions	24
	5.2	Qualification as a REIT	28
	5.3	Withholding	29
	5.4	Additional Partnership Interests	29

Article 6. ALLOCATIONS			29
	6.1	Allocations	29
	6.2	Revisions to Allocations to Reflect Issuance of Partnership Interests	29

Article 7. MANAGEMENT AND OPERATIONS OF BUSINESS			30
	7.1	Management	30
	7.2	Certificate of Limited Partnership	34
	7.3	Reimbursement of the General Partner	35
	7.4	Outside Activities of the General Partner	36
	7.5	Contracts with Affiliates	36
	7.6	Indemnification	37
	7.7	Liability of the General Partner	39
	7.8	Other Matters Concerning the General Partner	40
	7.9	Title to Partnership Assets	41

	7.10	Reliance by Third Parties	41
	7.11	Loans By Third Parties	42

Article 8. RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS			42
	8.1	Limitation of Liability	42
	8.2	Management of Business	42
	8.3	Outside Activities of Limited Partners	43
	8.4	Return of Capital	43
	8.5	Rights of Limited Partners Relating to the Partnership	43
	8.6	Exchange Rights Agreements	44

Article 9. BOOKS, RECORDS, ACCOUNTING AND REPORTS			44
	9.1	Records and Accounting	44
	9.2	Fiscal Year	45
	9.3	Reports	45

Article 10. TAX MATTERS			45
	10.1	Preparation of Tax Returns	45
	10.2	Tax Elections	46
	10.3	Tax Matters Partner	46
	10.4	Organizational Expenses	47
	10.5	Withholding	48

Article 11. TRANSFERS AND WITHDRAWALS			49
	11.1	Transfer	49
	11.2	Transfer of the General Partner’s General Partner Interest	49
	11.3	Limited Partners’ Rights to Transfer	51
	11.4	Substituted Limited Partners	53
	11.5	Assignees	53
	11.6	General Provisions	54

Article 12. ADMISSION OF PARTNERS			56
	12.1	Admission of Successor General Partner	56
	12.2	Admission of Additional Limited Partners	57
	12.3	Amendment of Agreement and Certificate of Limited Partnership	58

Article 13. DISSOLUTION, LIQUIDATION AND TERMINATION			58
	13.1	Dissolution	58
	13.2	Winding Up	59
	13.3	No Obligation to Contribute Deficit	60
	13.4	Rights of Limited Partners	61
	13.5	Notice of Dissolution	61
	13.6	Termination of Partnership and Cancellation of Certificate of Limited Partnership	61
	13.7	Reasonable Time for Winding-Up	61
	13.8	Waiver of Partition	61

Article 14. AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS			61
	14.1	Amendments	61
	14.2	Meetings of the Partners	63

Article 15. GENERAL PROVISIONS			64
	15.1	Addresses and Notice	64
	15.2	Titles and Captions	64
	15.3	Pronouns and Plurals	64
	15.4	Further Action	64
	15.5	Binding Effect	65
	15.6	Creditors	65
	15.7	Waiver	65
	15.8	Counterparts	65
	15.9	Applicable Law	65
	15.10	Invalidity of Provisions	65
	15.11	Entire Agreement	65
	15.12	Merger	65
	15.13	No Rights as Stockholders	66

EXHIBITS

Exhibit A – Partners’ Contributions and Partnership Interests

Exhibit B – Allocations

iii

AGREEMENT OF LIMITED PARTNERSHIP OF
ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P.

THIS AGREEMENT OF LIMITED PARTNERSHIP OF ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of February 12, 2013, is entered into among ARC REALTY FINANCE TRUST, INC., a Maryland corporation, as general partner (the “General Partner”), and ARC REALTY FINANCE SPECIAL LIMITED PARTNERSHIP, LLC, a Delaware limited liability company, as Limited Partner (the “Initial Limited Partner” and “Special Limited Partner”), and the Limited Partners party hereto from time to time.

WHEREAS, the General Partner formed ARC Realty Finance Operating Partnership, L.P. (the “Partnership”) as a limited partnership on November 13, 2012, pursuant to the Revised Uniform Limited Partnership Act of the State of Delaware and filed a certificate of limited partnership with the Secretary of State of the State of Delaware.

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as follows:

Article 1.
DEFINED TERMS

The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Act” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time, and any successor to such statute.

“Additional Limited Partner” means a Person that has executed and delivered an additional limited partner signature page in the form attached hereto, has been admitted to the Partnership as a Limited Partner pursuant to Section 4.3 hereof and that is shown as such on the books and records of the Partnership.

“Adjusted Capital Account Deficit” means with respect to any Partner, the negative balance, if any, in such Partner’s Capital Account as of the end of any relevant fiscal year, determined after giving effect to the following adjustments:

(a) credit to such Capital Account any portion of such negative balance which such Partner (i) is treated as obligated to restore to the Partnership pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or (ii) is deemed to be obligated to restore to the Partnership pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

(b) debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

“Advisory Agreement” means the Advisory Agreement between the General Partner, as advisee, and the Initial Limited Partner, as advisor.

“Advisory Agreement Termination Date” means the date of termination of the Advisory Agreement.

“Affected Gain” has the meaning set forth in paragraph 4(b) of Exhibit B.

“Affiliate” means,

(a) with respect to any individual Person, any member of the Immediate Family of such Person or a trust established for the benefit of such member, or

(b) with respect to any Entity, any Person which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, any such Entity. For purposes of this definition, “control,” when used with respect to a any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agreement” means this Agreement of Limited Partnership, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires.

“Articles of Incorporation” means the General Partner’s Articles of Incorporation, filed with the Maryland State Department of Assessments and Taxation, or other organizational document governing the General Partner, as amended, modified, supplemented or restated from time to time.

“Assignee” means a Person to whom one or more Partnership Units have been transferred in a manner permitted under this Agreement, but who has not become a Substituted Limited Partner, and who has the rights set forth in Section 11.5.

“Available Cash” means, with respect to the applicable period of measurement (i.e., any period beginning on the first day of the fiscal year, quarter or other period commencing immediately after the last day of the fiscal year, quarter or other applicable period for purposes of the prior calculation of Available Cash for or with respect to which a distribution has been made, and ending on the last day of the fiscal year, quarter or other applicable period immediately preceding the date of the calculation), the excess, if any, as of such date, of

(a) the gross cash receipts of the Partnership for such period from all sources whatsoever, including, without limitation, the following:

(i) all rents, revenues, income and proceeds derived by the Partnership from its operations, including, without limitation, distributions received by the Partnership from any Entity in which the Partnership has an interest;

(ii) all proceeds and revenues received by the Partnership on account of any sales of any Partnership property or as a refinancing of or payment of principal, interest, costs, fees, penalties or otherwise on account of any borrowings or loans made by the Partnership or financings or refinancings of any property of the Partnership;

(iii) the amount of any insurance proceeds and condemnation awards received by the Partnership;

(iv) all capital contributions and loans received by the Partnership from its Partners;

(v) all cash amounts previously reserved by the Partnership, to the extent such amounts are no longer needed for the specific purposes for which such amounts were reserved; and

(vi) the proceeds of liquidation of the Partnership’s property in accordance with this Agreement;

over

(b) the sum of the following:

(i) all operating costs and expenses, including taxes and other expenses of the properties directly and indirectly held by the Partnership and capital expenditures made during such period (without deduction, however, for any capital expenditures, charges for Depreciation or other expenses not paid in cash or expenditures from reserves described in (viii) below);

(ii) all costs and expenses expended or paid during such period in connection with the sale or other disposition, or financing or refinancing, of the property directly or indirectly held by the Partnership or the recovery of insurance or condemnation proceeds;

(iii) all fees provided for under this Agreement;

(iv) all debt service, including principal and interest, paid during such period on all indebtedness (including under any line of credit) of the Partnership;

(v) all capital contributions, advances, reimbursements, loans or similar payments made to any Person in which the Partnership has an interest;

(vi) all loans made by the Partnership in accordance with the terms of this Agreement;

(vii) all reimbursements to the General Partner or its Affiliates during such period; and

(viii) the amount of any new reserve or increase in reserves established during such period which the General Partner determines is necessary or appropriate in its sole and absolute discretion.

Notwithstanding the foregoing, Available Cash shall not include any cash received or reductions in reserves, or take into account any disbursements made or reserves established, after commencement of the dissolution and liquidation of the Partnership.

“Average Net Investment Balance” means, on any Distribution Date, the daily average Net Investment balance during the applicable period (calculated on a daily basis).

“Business Combination” has the meaning set forth in Section 7.1(a)(iii)(C).

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Capital Account” means with respect to any Partner, the Capital Account maintained for such Partner in accordance with the following provisions:

(a) to each Partner’s Capital Account there shall be credited

(i) such Partner’s Capital Contributions;

(ii) such Partner’s distributive share of Net Income and any items in the nature of income or gain which are specially allocated to such Partner pursuant to Paragraphs 1 and 2 of Exhibit B; and

(iii) the amount of any Partnership liabilities assumed by such Partner or which are secured by any asset distributed to such Partner;

(b) to each Partner’s Capital Account there shall be debited

(i) the amount of cash and the Gross Asset Value of any property distributed to such Partner pursuant to any provision of this Agreement,

(ii) such Partner’s distributive share of Net Losses and any items in the nature of expenses or losses which are specially allocated to such Partner pursuant to Paragraphs 1 and 2 of Exhibit B; and

(iii) the amount of any liabilities of such Partner assumed by the Partnership or which are secured by any asset contributed by such Partner to the Partnership; and

(c) the net increase or decrease to Gross Asset Value determined as set forth in Treas. Reg. Section 1.704-1(b)(2)(iv)(f) and (g) shall be taken into account as an item of income gain, deduction or loss, as applicable;

(d) if all or a portion of a Partnership Interest is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Partnership Interest.

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Sections 1.704-1(b) and 1.704-2 of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the General Partner shall reasonably determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed assets or which are assumed by the Partnership, the General Partner or any Limited Partner) are computed in order to comply with such Regulations, the General Partner may make such modification; provided, that , all allocations of Partnership income, gain, loss and deduction continue to have “substantial economic effect” within the meaning of Section 704(b) of the Code and that no Limited Partner is materially adversely affected by any such modification.

“Capital Contribution” means, with respect to any Partner, any cash, cash equivalents or the Gross Asset Value of property (net of any liabilities secured by contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code) which such Partner contributes or is deemed to contribute to the Partnership pursuant to Article 4 hereof.

“Capital Transaction” means any sale, or other disposition (other than a deemed disposition pursuant to Section 708(b)(1)(B) of the Code and the Regulations thereunder) of all or substantially all of the assets and properties of the Partnership or a related series of transactions that, taken together, result in the sale or other disposition of all or substantially all of the assets and properties of the Partnership.

“Cash Amount” means an amount of cash per Partnership Unit equal to the value of one share of Common Stock as determined under the applicable Exchange Rights Agreement on the Valuation Date of the Common Stock Amount.

“Cash Available for Distribution” means the Available Cash other than Net Sales Proceeds.

“Certificate” means the Certificate of Limited Partnership relating to the Partnership filed on November 13, 2012 in the office of the Delaware Secretary of State, as further amended from time to time in accordance with the terms hereof and the Act.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, as interpreted by the applicable regulations thereunder. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“Common Stock” means a share of the common stock of the General Partner, $.01 par value. Common Stock may be issued in one or more classes or series in accordance with the terms of the Articles of Incorporation. If there is more than one class or series of Common Stock, the term “Common Stock” shall, as the context requires, be deemed to refer to the class or series of Common Stock that correspond to the class or series of Partnership Interests for which the reference to Common Stock is made.

“Common Stock Amount” means that number of shares of Common Stock equal to the product of the number of Partnership Units offered for exchange by an exchanging Partner, multiplied by the Exchange Factor as of the Valuation Date, provided, that if the General Partner or the Operating Partnership issues to all holders of Common Stock rights, options, warrants or convertible or exchangeable securities entitling the stockholders to subscribe for or purchase Common Stock, or any other securities or property (collectively, the “rights”), then the Common Stock Amount shall also include such rights that a holder of that number of shares of Common Stock would be entitled to receive.

“Consent” means the consent or approval of a proposed action by a Partner given in accordance with Section 14.2 hereof.

“Consent of the Limited Partners” means the Consent of Limited Partners (excluding for this purpose any Partnership Interests held by the General Partner, any other Person of which they own or control more than fifty percent (50%) of the voting interests and any Person directly or indirectly owning or controlling more than fifty percent (50%) of the outstanding voting interests of the General Partner) holding Percentage Interests that are greater than fifty percent (50%) of the aggregate Percentage Interest of all Limited Partners who are not excluded for the purposes hereof.

“Contributed Property” means each property, partnership interest, contract right or other asset, in such form as may be permitted by the Act, contributed or deemed contributed to the Partnership by any Partner, including any interest in any successor partnership occurring as a result of a termination of the Partnership pursuant to Section 708 of Code.

“Debt” means, as to any Person, as of any date of determination, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services; (b) all amounts owed by such Person to banks or other Persons in respect of reimbursement obligations under letters of credit, surety bonds and other similar instruments guaranteeing payment or other performance of obligations by such Person; (c) all indebtedness for borrowed money or for the deferred purchase price of property or services secured by any lien on any property owned by such Person, to the extent attributable to such Person’s interest in such property, even though such Person has not assumed or become liable for the payment thereof; and (d) obligations of such Person incurred in connection with entering into a lease which, in accordance with generally accepted accounting principles, should be capitalized.

“Depreciation” means, with respect to any asset of the Partnership for any fiscal year or other period, the depreciation, depletion, amortization or other cost recovery deduction, as the case may be, allowed or allowable for federal income tax purposes in respect of such asset for such fiscal year or other period; provided, however, that except as otherwise provided in Section 1.704-2 of the Regulations, if there is a difference between the Gross Asset Value (including the Gross Asset Value, as increased pursuant to paragraph (d) of the definition of Gross Asset Value) and the adjusted tax basis of such asset at the beginning of such fiscal year or other period, Depreciation for such asset shall be an amount that bears the same ratio to the beginning Gross Asset Value of such asset as the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such fiscal year or other period bears to the beginning adjusted tax basis of such asset; provided, further, that if the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such asset for such fiscal year or other period is zero, Depreciation of such asset shall be determined with reference to the beginning Gross Asset Value of such asset using any reasonable method selected by the General Partner.

“Distribution Date” has the meaning set forth in Section 5.1(a).

“Distribution Note” has the meaning set forth in Section 5.1(b) hereof.

“Effective Date” means the date the Securities and Exchange Commission declares effective of the Registration Statement on Form S-11 or February 12, 2013 (Registration No. 333-186111).

“Entity” means any general partnership, limited partnership, corporation, joint venture, trust, business trust, real estate investment trust, limited liability company, limited liability partnership, cooperative or association.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time (or any corresponding provisions of succeeding laws).

“Exchange Factor” means 1.0, provided, that if the General Partner (i) declares or pays a dividend on its outstanding Common Stock in Common Stock or makes a distribution to all holders of its outstanding Common Stock in Common Stock; (ii) subdivides its outstanding Common Stock; or (iii) combines its outstanding Common Stock into a smaller number of shares of Common Stock, the Exchange Factor shall be adjusted by multiplying the Exchange Factor by a fraction, the numerator of which shall be the number of shares of Common Stock issued and outstanding on the record date for such dividend, contribution, subdivision or combination (assuming for such purpose that such dividend, distribution, subdivision or combination has occurred as of such time), and the denominator of which shall be the actual number of shares of Common Stock (determined without the above assumption) issued and outstanding on the record date for such dividend, distribution, subdivision or combination. Any adjustment to the Exchange Factor shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

“Exchange Right” means the exchange right of a Limited Partner described in Section 8.6 and to be set forth in one or more Exchange Rights Agreements.

“Exchange Rights Agreements” has the meaning set forth in Section 8.6.

“First Level Return” means, on any Distribution Date, the difference of (a) a cumulative non-compounded return of 6% per year from the Effective Date until such Distribution Date on the Average Net Investment Balance (based on a year of 365 days) minus (b) distributions made under Sections 5.1(a) and (b)(ii).

“General Partner” means ARC Realty Finance Trust, Inc., a Maryland corporation, and any successor as general partner of the Partnership.

“General Partner Interest” means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

“Gross Asset Value” means, with respect to any asset of the Partnership, such asset’s adjusted basis for federal income tax purposes, except as follows:

(a) the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, without reduction for liabilities, as determined by the contributing Partner and the Partnership on the date of contribution thereof;

(b) if the General Partner determines that an adjustment is necessary or appropriate to reflect the relative economic interests of the Partners, the Gross Asset Values of all Partnership assets shall be adjusted in accordance with Sections 1.704-1(b)(2)(iv)(f) and (g) of the Regulations to equal their respective gross fair market values, without reduction for liabilities, as reasonably determined by the General Partner, as of the following times:

(i) a Capital Contribution (other than a de minimis Capital Contribution) to the Partnership by a new or existing Partner as consideration for a Partnership Interest;

(ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets as consideration for the repurchase of a Partnership Interest; or

(iii) the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations;

(c) the Gross Asset Values of Partnership assets distributed to any Partner shall be the gross fair market values of such assets (taking Section 7701(g) of the Code into account) without reduction for liabilities, as determined by the General Partner as of the date of distribution; and

(d) the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations (as set forth in Exhibit B); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph (d) to the extent that the General Partner determines that an adjustment pursuant to paragraph (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d).

At all times, Gross Asset Values shall be adjusted by any Depreciation taken into account with respect to the Partnership’s assets for purposes of computing Net Income and Net Loss.

“Gross Proceeds” means the aggregate purchase price of all shares of Common Stock sold for the account of the General Partner through an Offering, without deduction for Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any share of Common Stock for which reduced selling commissions are paid to (i) Realty Capital Securities, LLC or any successor dealer manager to the General Partner or (ii) a broker-dealer (where net proceeds to the General Partner are not reduced) shall be deemed to be the full amount of the offering price per share of Common Stock pursuant to the Registration Statement for such Offering without reduction.

“Incapacity” or “Incapacitated” means,

(a) as to any individual who is a Partner, death, total physical disability or entry by a court of competent jurisdiction adjudicating him incompetent to manage his person or his estate;

(b) as to any corporation which is a Partner, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter;

(d) as to any limited liability company which is a Partner, the dissolution and commencement of winding up of the limited liability company;

(e) as to any estate which is a Partner, the distribution by the fiduciary of the estate’s entire interest in the Partnership;

(f) as to any trustee of a trust which is a Partner, the termination of the trust (but not the substitution of a new trustee); or

(g) as to any Partner, the bankruptcy of such Partner, which shall be deemed to have occurred when

(i) the Partner commences a voluntary proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or other similar law now or hereafter in effect;

(ii) the Partner is adjudged as bankrupt or insolvent, or a final and nonappealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect has been entered against the Partner;

(iii) the Partner executes and delivers a general assignment for the benefit of the Partner’s creditors;

(iv) the Partner files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Partner in any proceeding of the nature described in clause (ii) above;

(v) the Partner seeks, consents to or acquiesces in the appointment of a trustee, receiver or liquidator for the Partner or for all or any substantial part of the Partner’s properties;

(vi) any proceeding seeking liquidation, reorganization or other relief of or against such Partner under any bankruptcy, insolvency or other similar law now or hereafter in effect has not been dismissed within one hundred twenty (120) days after the commencement thereof;

(vii) the appointment without the Partner’s consent or acquiescence of a trustee, receiver or liquidator has not been vacated or stayed within ninety (90) days of such appointment; or

(viii) an appointment referred to in clause (vii) which has been stayed is not vacated within ninety (90) days after the expiration of any such stay.

“Included Assets” has the meaning in Section 5.1(d)(ii)(A).

“Indemnitee” means

(a) any Person made a party to a proceeding by reason of its status as

(i) the General Partner,

(ii) a Limited Partner,

(iii) the Service Provider,

(iv) an investment advisor to the General Partner,

(v) a trustee, director or officer of the Partnership, the General Partner, or the investment advisor to the General Partner, or

(vi) a director, trustee, member or officer of any other Entity, each Person serving in such capacity at the request of the Partnership or the General Partner, or

(vii) his or its liabilities, pursuant to a loan guarantee or otherwise, for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken assets subject to); and

(b) such other Persons (including Affiliates of the General Partner, a Limited Partner, the Partnership or the Service Provider) as the General Partner may designate from time to time (whether before or after the event giving rise to potential liability), in its sole and absolute discretion.

“Initial Limited Partner” means ARC Realty Finance Special Limited Partnership, LLC.

“Investment” or “Investments” means any investment or investments by the Partnership, directly or indirectly, in Properties, Loans or other Permitted Investments.

“Investment Liquidation Event” means a liquidation or the sale of all or substantially all the Investments (regardless of the form in which such sale shall occur, including through a merger or sale of stock or other interests in an entity). For clarification purposes, a transaction of the type described in clause (ii) of the definition of Listing shall not be an Investment Liquidation Event.

“IRS” shall mean the Internal Revenue Service of the United States (or any successor organization).

“Lien” means any lien, security interest, mortgage, deed of trust, charge, claim, encumbrance, pledge, option, right of first offer or first refusal and any other right or interest of others of any kind or nature, actual or contingent, or other similar encumbrance of any nature whatsoever.

“Limited Partner” means, prior to the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner, and thereafter any Person named as a Limited Partner in Exhibit A, as such Exhibit may be amended from time to time, upon the execution and delivery by such Person of an additional limited partner signature page, or any Substituted Limited Partner or Additional Limited Partner, in such Person’s capacity as a Limited Partner of the Partnership.

“Limited Partner Interest” means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled, as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Units.

“Liquidating Events” has the meaning set forth in Section 13.1(b) hereof.

“Liquidator” has the meaning set forth in Section 13.2(a)(iii) hereof.

“Listing” means (i) the listing of the shares of Common Stock on a national securities exchange or (ii) the receipt by the Stockholders of securities that are listed on a national securities exchange in exchange for shares of the Common Stock in a merger or any other type of transaction.

“Loans” means mortgage loans and other types of debt financing investments made by the Partnership, either directly or indirectly, including through ownership interests in a joint venture or other entity and including mezzanine loans, B-notes, bridge loans, convertible mortgages, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans.

“Market Value” means the value calculated based on the average market value of the shares of Common Stock issued and outstanding at Listing over the 30 days beginning 180 days after the shares of Common Stock are first listed or included for quotation.

“Net Income” or “Net Loss” means, for each fiscal year or other applicable period, an amount equal to the Partnership’s taxable income or loss for such year or period as determined for federal income tax purposes by the General Partner, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows:

(a) by including as an item of gross income any tax-exempt income received by the Partnership and not otherwise taken into account in computing Net Income or Net Loss;

(b) by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (or which is treated as a Section 705(a)(2)(B) expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) and not otherwise taken into account in computing Net Income or Net Loss, including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Section 709(b) of the Code) or to promote the sale of interests in the Partnership and by treating deductions for any losses incurred in connection with the sale or exchange of Partnership property disallowed pursuant to Section 267(a)(1) or 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code;

(c) by taking into account Depreciation in lieu of depreciation, depletion, amortization and other cost recovery deductions taken into account in computing taxable income or loss;

(d) by computing gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes by reference to the Gross Asset Value of such property rather than its adjusted tax basis;

(e) if an adjustment of the Gross Asset Value of any Partnership asset which requires that the Capital Accounts of the Partnership be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and (g) of the Regulations, by taking into account the amount of such adjustment as if such adjustment represented additional Net Income or Net Loss pursuant to Exhibit B; and

(f) by not taking into account in computing Net Income or Net Loss items separately allocated to the Partners pursuant to Paragraphs 2 and 3 of Exhibit B.

“Net Investment” means the difference of (a) (i) as it relates to the Stockholders, Gross Proceeds raised in all Offerings; and (ii) as it relates to the Limited Partners the total amount of Capital Contributions minus (b) in each case, without duplication, (i) as it relates to the Stockholders, all prior distributions to Stockholders of Net Sales Proceeds plus any amounts paid by the General Partner to repurchase shares of Common Stock pursuant to the General Partner’s plan for redemption of Common Stock or otherwise; and (ii) as it relates to the Limited Partners any proceeds or property used to redeem Limited Partner Interests (except those held directly or indirectly owned by the General Partner).

“Net Sales Proceeds” has the meaning set forth in the Articles of Incorporation.

“Nonrecourse Deductions” has the meaning set forth in Sections 1.704-2(b)(1) and 1.704-2(c) of the Regulations.

“Nonrecourse Liabilities” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

“Note” means an interest-bearing promissory note at an interest rate of the then-current market rate which will provide that the Note cannot be repaid in any quarter in which the General Partner’s board of directors determines such repayment would impair the REIT’s capital assets and shall be prepaid by the Partnership out of any Net Sales Proceeds and will provide that the Special Limited Partner may elect to receive at its discretion all or a portion of such Note in shares of Common Stock, which may or may not be registered under the Securities Act of 1933, as amended, or cash.

“Offering” means the “best efforts” public offering of shares of Common Stock pursuant to the initial Registration Statement on Form S-11 (Registration No. 333-186111) and any subsequent follow-on “best efforts” public offering of shares of Common Stock prior to and exclusive of any public offering related to Listing.

“Organization and Offering Expenses” means all expenses incurred by or on behalf of the General Partner in connection with or in preparing the General Partner for registration of and subsequently offering and distributing its shares of Common Stock to the public, whether incurred before, on or after the date of the Advisory Agreement, which may include total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys); any expense allowance granted by the General Partner to the underwriter or any reimbursement of expenses of the underwriter by the General Partner; expenses for printing, engraving and mailing; compensation of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expenses of qualification of the sale of the securities under federal and state laws, including taxes and fees, accountants’ and attorneys’ fees.

“Partner” means the General Partner or a Limited Partner, and “Partners” means the General Partner and the Limited Partners collectively. Solely for purposes of Exhibit B, “Partner” shall include the Special Limited Partner.

“Partner Nonrecourse Debt” has the meaning set forth in Section 1.704-2(b)(4) of the Regulations.

“Partner Nonrecourse Debt Minimum Gain” means an amount, with respect to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

“Partner Nonrecourse Deductions” has the meaning set forth in Sections 1.704-2(i)(1) and (2) of the Regulations, and the amount of Partner Nonrecourse Deductions with respect to a Partner Nonrecourse Debt for a Partnership taxable year shall be determined in accordance with the rules of Section 1.704-2(i)(2) of the Regulations.

“Partnership” means the limited partnership formed under the Act and pursuant to this Agreement, and any successor thereto.

“Partnership Interest” means an ownership interest in the Partnership representing a Capital Contribution by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Partnership Interest may be expressed as a number of Partnership Units.

“Partnership Minimum Gain” has the meaning set forth in Section 1.704-2(b)(2) of the Regulations, and the amount of Partnership Minimum Gain, as well as any net increase or decrease in a Partnership Minimum Gain, for a Partnership taxable year shall be determined in accordance with the rules of Section 1.704-2(d) of the Regulations.

“Partnership Record Date” means the record date established by the General Partner for a distribution pursuant to Section 5.1(a) hereof, which record date shall be the same as the record date established by the General Partner for a distribution to its stockholders of some or all of its portion of such distribution.

“Partnership Unit” means a fractional, undivided share of the Partnership Interests of all Partners issued pursuant to Sections 4.1, 4.2 and 4.3 and includes any classes or series of Partnership Units established after the date hereof. The number of Partnership Units outstanding and the Percentage Interests in the Partnership represented by such Partnership Units are set forth in Exhibit A, as such Exhibit may be amended from time to time. The ownership of Partnership Units shall be evidenced by such form of certificate for Partnership Units as the General Partner adopts from time to time unless the General Partner determines that the Partnership Units shall be uncertificated securities.

“Partnership Year” means the fiscal year of the Partnership, as set forth in Section 9.2 hereof.

“Percentage Interest” means, as to a Partner, the fractional part of the Partnership Interests owned by such Partner and expressed as a percentage as specified in Exhibit A, as such Exhibit may be amended from time to time.

“Permitted Investments” means all investments (other than Properties and Loans) in which the Partnership acquires an interest, either directly or indirectly, including through ownership interests in a joint venture or other entity, pursuant to the Certificate, this Agreement and the investment objectives and policies adopted by the General Partner from time to time, other than short-term investments acquired for purposes of cash management, and that allow the General Partner to meet the REIT Requirements.

“Permitted Transferee” means any person to whom Partnership Units are Transferred in accordance with Section 11.3 of this Agreement.

“Person” means an individual or Entity.

“Precontribution Gain” has the meaning set forth in subparagraph 4(c) of Exhibit B.

“Property” or “Properties” means any real property or properties transferred or conveyed to the Partnership or any subsidiary of the Partnership, either directly or indirectly, and/or any real property or properties transferred or conveyed to a joint venture or partnership in which the Partnership is, directly or indirectly, a co-venturer or partner.

“Quarter” means each of the three-month periods ending on March 31, June 30, September 30 and December 31.

“Registration Statement” means the Registration Statement on Form S-11 to be filed by the General Partner with the Securities and Exchange Commission, and any amendments at any time made thereto.

“Regulations” means the final, temporary or proposed income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Regulatory Allocations” means the allocations set forth in paragraph 2 of Exhibit B.

“REIT” means a real estate investment trust as defined in Section 856 of the Code.

“REIT Requirements” has the meaning set forth in Section 5.2.

“Sales” has the meaning set forth in the Articles of Incorporation.

“Service Provider” means any Person or Persons, appointed, employed or contracted with by the Initial Limited Partner to perform any of the services required to be performed by the Initial Limited Partner pursuant to the Advisory Agreement.

“Special Limited Partner” means ARC Realty Finance Special Limited Partnership, LLC, a Delaware limited liability company, which shall be a limited partner of the Partnership and recognized as such under applicable Delaware law, but not a “Limited Partner” within the meaning of this Agreement.

“Special Limited Partner Interest” means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

“Stockholder” means a holder of Common Stock.

“Stockholder Distributions” means any distributions of money or other property by the General Partner to Stockholders, including distributions that may constitute a return of capital for U.S. federal income tax purposes.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company or other entity of which a majority of

(a) the voting power of the voting equity securities; and/or

(b) the outstanding equity interests (whether or not voting), is owned, directly or indirectly, by such Person.

“Substituted Limited Partner” means a Person who is admitted as a Limited Partner to the Partnership pursuant to Section 11.4 hereof.

“Tax Allocations” means the allocations set forth in paragraph 4 of Exhibit B.

“Tax Items” has the meaning set forth in paragraph 4(a) of Exhibit B.

“Termination Amount” has the meaning set forth in Section 5.1(d)(i) hereof.

“Transfer” as a noun, means any sale, assignment, conveyance, pledge, hypothecation, gift, encumbrance or other transfer, and as a verb, means to sell, assign, convey, pledge, hypothecate, give, encumber or otherwise transfer.

“Valuation Date” means the date of receipt by the Partnership and the General Partner of notice from an exchanging Partner that such Partner is exercising its Exchange Rights or, if such date is not a Business Day, the first Business Day thereafter.

Certain additional terms and phrases have the meanings set forth in Exhibit B.

Article 2.
ORGANIZATIONAL MATTERS

2.1 Formation

The General Partner has formed the Partnership by filing the Certificate on November 13, 2012 in the office of the Delaware Secretary of State. The Partnership is a limited partnership organized pursuant to the provision of the Act and upon the terms and conditions set forth in this Agreement. Except as expressly provided herein to the contrary, the rights and obligations of the Partners and the administration and termination of the Partnership shall be governed by the Act. The Partnership Interest of each Partner shall be personal property for all purposes.

2.2 Name

The name of the Partnership is ARC Realty Finance Operating Partnership , L.P. The Partnership’s business may be conducted under any other name or names deemed advisable by the General Partner, including the name of the General Partner or any Affiliate thereof. The words “Limited Partnership,” “LP,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purposes of complying with the laws of any jurisdiction that so requires. The General Partner in its sole and absolute discretion may change the name of the Partnership and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

2.3 Registered Office and Agent; Principal Office

The address of the registered office of the Partnership in the State of Delaware and the name and address of the registered agent for service of process on the Partnership in the State of Delaware is the Corporation Service Company, 2711 Centerville Road Suite 400, Wilmington, Delaware 19808. The principal office of the Partnership shall be 405 Park Avenue, New York, New York 10022, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain offices at such other place or places within or outside the State of Delaware as the General Partner deems advisable.

2.4 Power of Attorney

(a) Each Limited Partner and each Assignee who accepts Partnership Units (or any rights, benefits or privileges associated therewith) is deemed to irrevocably constitute and appoint the General Partner, any Liquidator, and authorized officers and attorneys-in-fact of each, and each of those acting singly, in each case with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead to:

(i) execute, swear to, acknowledge, deliver, file and record in the appropriate public offices

(A) all certificates, documents and other instruments (including, without limitation, this Agreement and the Certificate and all amendments or restatements thereof) that the General Partner or the Liquidator deems appropriate or necessary to form, qualify or continue the existence or qualification of the Partnership as a limited partnership (or a partnership in which the Limited Partners have limited liability) in the State of Delaware and in all other jurisdictions in which the Partnership may or plans to conduct business or own property, including, without limitation, any documents necessary or advisable to convey any Contributed Property to the Partnership;

(B) all instruments that the General Partner or any Liquidator deems appropriate or necessary to reflect any amendment, change, modification or restatement of this Agreement in accordance with its terms;

(C) all conveyances and other instruments or documents that the General Partner or any Liquidator deems appropriate or necessary to reflect the dissolution and liquidation of the Partnership pursuant to the terms of this Agreement, including, without limitation, a certificate of cancellation;

(D) all instruments relating to the admission, withdrawal, removal or substitution of any Partner pursuant to, or other events described in, Article 11, 12 or 13 hereof or the Capital Contribution of any Partner;

(E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Partnership Interest;

(F) amendments to this Agreement as provided in Article 14 hereof; and

(ii) execute, swear to, seal, acknowledge and file all ballots, consents, approvals, waivers, certificates and other instruments appropriate or necessary, in the sole and absolute discretion of the General Partner or any Liquidator, to make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action which is made or given by the Partners hereunder or is consistent with the terms of this Agreement or appropriate or necessary, in the sole discretion of the General Partner or any Liquidator, to effectuate the terms or intent of this Agreement.

Nothing contained herein shall be construed as authorizing the General Partner or any Liquidator to amend this Agreement except in accordance with Article 14 hereof or as may be otherwise expressly provided for in this Agreement.

(b) (i) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, in recognition of the fact that each of the Partners will be relying upon the power of the General Partner and any Liquidator to act as contemplated by this Agreement in any filing or other action by it on behalf of the Partnership, and it shall survive and not be affected by the subsequent Incapacity of any Limited Partner or Assignee and the Transfer of all or any portion of such Limited Partner’s or Assignee’s Partnership Units and shall extend to such Limited Partner’s or Assignee’s heirs, successors, assigns and personal representatives.

(ii) Each such Limited Partner or Assignee hereby agrees to be bound by any representation made by the General Partner or any Liquidator, acting in good faith pursuant to such power of attorney, and each such Limited Partner or Assignee hereby waives any and all defenses which may be available to contest, negate or disaffirm the action of the General Partner or any Liquidator, taken in good faith under such power of attorney.

(iii) Each Limited Partner or Assignee shall execute and deliver to the General Partner or the Liquidator, within fifteen (15) days after receipt of the General Partner’s or Liquidator’s request therefore, such further designation, powers of attorney and other instruments as the General Partner or the Liquidator, as the case may be, deems necessary to effectuate this Agreement and the purposes of the Partnership.

2.5 Term

The term of the Partnership shall commence on the date hereof and shall continue until December 31, 2099, unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 or as otherwise provided by law.

Article 3.
PURPOSE

3.1 Purpose and Business

(a) The purpose and nature of the business to be conducted by the Partnership is to conduct any business that may be lawfully conducted by a limited partnership organized pursuant to the Act including, without limitation, to engage in the following activities:

(i) to acquire, hold, own, sell, transfer, encumber, convey, exchange, and otherwise dispose of or deal with the securities described in the prospectus contained in the Registration Statement;

(ii) to acquire, hold, own, develop, construct, improve, maintain, operate, sell, lease, transfer, encumber, convey, exchange, and otherwise dispose of or deal with real and personal property of all kinds;

(iii) to enter into any partnership, joint venture, corporation, limited liability company, trust or other similar arrangement to engage in any of the foregoing;

(iv) to undertake such other activities as may be necessary, advisable, desirable or convenient to the business of the Partnership; and

(v) to engage in such other ancillary activities as shall be necessary or desirable to effectuate the foregoing purposes;

provided, however , that such business shall be limited to and conducted in such a manner as to permit the General Partner at all times to be classified as a REIT, unless the General Partner determines not to qualify as a REIT or ceases to qualify as a REIT for any reason not related to the business conducted by the Partnership.

(b) The Partnership shall have all powers necessary or desirable to accomplish the purposes enumerated.

3.2 Powers

(a) The Partnership is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Partnership including, without limitation, full power and authority to enter into, perform, and carry out contracts of any kind, to borrow money and to issue evidences of indebtedness, whether or not secured by mortgage, trust deed, pledge or other Lien, and, directly or indirectly, to acquire, own, improve, develop and construct real property, and lease, sell, transfer and dispose of real property; provided, that the Partnership shall not take, or refrain from taking, any action which, in the judgment of the General Partner, in its sole and absolute discretion,

(i) could adversely affect the ability of the General Partner to continue to qualify as a REIT, unless the General Partner otherwise ceases to qualify as a REIT;

(ii) could subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code; or

(iii) could violate any law or regulation of any governmental body or agency having jurisdiction over the General Partner or its securities, unless such action (or inaction) shall have been specifically consented to by the General Partner in writing.

(b) The General Partner also is empowered to do any and all acts and things necessary, appropriate or advisable to ensure that the Partnership will not be classified as a “publicly traded partnership” for the purposes of Section 7704 of the Code, including but not limited to imposing restrictions on exchanges of Partnership Units.

Article 4.
CAPITAL CONTRIBUTIONS

4.1 Capital Contributions of the Partners

(a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement.

(b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions.

(c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest.

(d) The Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest.

(e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Limited Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

4.2 Additional Funds; Restrictions on the General Partner

(a) (i) The sums of money required to finance the business and affairs of the Partnership shall be derived from the initial Capital Contributions made to the Partnership by the Partners as set forth in Section 4.1 and from funds generated from the operation and business of the Partnership, including, without limitation, rents and distributions directly or indirectly received by the Partnership from any Subsidiary.

(ii) If additional financing is needed from sources other than as set forth in Section 4.2(a)(i) for any reason, the General Partner may, in its sole and absolute discretion, in such amounts and at such times as it solely shall determine to be necessary or appropriate,

(A) cause the Partnership to issue additional Partnership Interests and admit additional Limited Partners to the Partnership in accordance with Section 4.3;

(B) make additional Capital Contributions to the Partnership (subject to the provisions of Section 4.2(b));

(C) cause the Partnership to borrow money, enter into loan arrangements, issue debt securities, obtain letters of credit or otherwise borrow money on a secured or unsecured basis;

(D) make a loan or loans to the Partnership (subject to Section 4.2(b)); or

(E) sell any assets or properties directly or indirectly owned by the Partnership.

(iii) In no event shall any Limited Partners be required to make any additional Capital Contributions or any loan to, or otherwise provide any financial accommodation for the benefit of, the Partnership.

(b) The General Partner shall not issue any debt securities, any preferred stock or any common stock (including additional Common Stock (other than (i) as payment of the Common Stock Amount or (ii) in connection with the conversion or exchange of securities of the General Partner solely in conversion or exchange for other securities of the General Partner)) or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase any of the foregoing (collectively, “Securities”), other than to all holders of Common Stock, unless the General Partner shall,

(i) in the case of debt securities, lend to the Partnership the proceeds of or consideration received for such Securities on the same terms and conditions, including interest rate and repayment schedule, as shall be applicable with respect to or incurred in connection with the issuance of such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable);

(ii) in the case of equity Securities senior or junior to the Common Stock as to dividends and/or distributions on liquidation, contribute to the Partnership the proceeds of or consideration (including any property or other non-cash assets) received for such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable), and receive from the Partnership, interests in the Partnership in consideration therefor with the same terms and conditions, including dividend, dividend priority and liquidation preference, as are applicable to such Securities; and

(iii) in the case of Common Stock or other equity Securities on a parity with the Common Stock as to dividends and distributions on liquidation, (including, without limitation, Common Stock or other Securities granted as a stock award to directors and officers of the General Partner or directors, officers or employees of its Affiliates in consideration for services or future services, and Common Stock issued a pursuant to a dividend reinvestment plan or issued to enable the General Partner to make distributions to satisfy the REIT Requirements), contribute to the Partnership the proceeds of or consideration (including any property or other non-cash assets, including services) received for such Securities and the proceeds of, or consideration received from, any subsequent exercise, exchange or conversion thereof (if applicable), and receive from the Partnership a number of additional Partnership Units in consideration therefor equal to the product of

(A) the number of shares of Common Stock or other equity Securities issued by the General Partner, multiplied by

(B) a fraction the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such contribution.

4.3 Issuance of Additional Partnership Interests; Admission of Additional Limited Partners

(a) In addition to any Partnership Interests issuable by the Partnership pursuant to Section 4.2, the General Partner is authorized to cause the Partnership to issue additional Partnership Interests (or options therefore) in the form of Partnership Units or other Partnership Interests in one or more series or classes, or in one or more series of any such class senior, on a parity with, or junior to the Partnership Units to any Persons at any time or from time to time, on such terms and conditions, as the General Partner shall establish in each case in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each class or series of Partnership Interests, (ii) the right of each class or series of Partnership Interests to share in Partnership distributions, and (iii) the rights of each class or series of Partnership Interest upon dissolution and liquidation of the Partnership; provided, that, no such Partnership Interests shall be issued to the General Partner unless either (a) the Partnership Interests are issued in connection with the grant, award, or issuance of Common Stock or other equity interests in the General Partner having designations, preferences and other rights such that the economic interests attributable to such Common Stock or other equity interests are substantially similar to the designations, preferences and other rights (except voting rights) of the Partnership Interests issued to the General Partner in accordance with this Section 4.3(a) or (b) the additional Partnership Interests are issued to all Partners holding Partnership Interests in the same class in proportion to their respective Percentage Interests in such class, without any approval being required from any Limited Partner or any other Person; and provided, however, that

(i) such issuance does not cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code, a “party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the Code); and

(ii) such issuance would not cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Section 2510.3-101 of the regulations of the United States Department of Labor.

(b) Subject to the limitations set forth in Section 4.3(a), the General Partner may take such steps as it, in its sole and absolute discretion, deems necessary or appropriate to admit any Person as a Limited Partner of the Partnership or to issue any Partnership Interests, including, without limitation, amending the Certificate, Exhibit A or any other provision of this Agreement.

4.4 Contribution of Proceeds of Issuance of Common Stock

In connection with any offering, grant, award, or issuance of Common Stock or securities, rights, options, warrants or convertible or exchangeable securities pursuant to Section 4.2, the General Partner shall make aggregate Capital Contributions to the Partnership of the proceeds raised in connection with such offering, grant, award, or issuance, including any property issued to the General Partner pursuant to a merger or contribution agreement in exchange for Common Stock; provided, however, that if the proceeds actually received by the General Partner are less than the gross proceeds of such offering, grant, award, or issuance as a result of any underwriter’s discount, commission, or fee or other expenses paid or incurred in connection with such offering, grant, award, or issuance, then the General Partner shall make a Capital Contribution to the Partnership in the amount equal to the sum of (i) the net proceeds of such issuance plus (ii) an intangible asset in an amount equal to the capitalized costs of the General Partner relating to such issuance of Common Stock. Upon any such Capital Contribution by the General Partner, the Capital Account of the General Partner shall be increased by the amount of its Capital Contribution as described in the previous sentence.

4.5 Repurchase of Common Stock; Shares-In-Trust

(a) If the General Partner shall elect to purchase from its stockholders Common Stock for the purpose of delivering such Common Stock to satisfy an obligation under any distribution reinvestment plan adopted by the General Partner, any employee stock purchase plan adopted by the General Partner, or for any other purpose, the purchase price paid by the General Partner for such Common Stock and any other expenses incurred by the General Partner in connection with such purchase shall be considered expenses of the Partnership and shall be reimbursed to the General Partner, subject to the condition that:

(i) if such Common Stock subsequently is to be sold by the General Partner the provisions of Section 4.2(b) shall apply (provided that an exchange of Common Stock for Partnership Units pursuant to the applicable Exchange Rights Agreement would not be considered a sale for such purposes); and

(ii) if such Common Stock is not re-transferred by the General Partner within 30 days after the purchase thereof, the General Partner shall cause the Partnership to cancel a number of Partnership Units held by the General Partner (as applicable) equal to the product of

(x) the number of shares of such Common Stock, multiplied by

(y) a fraction, the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such cancellation.

(b) If the General Partner purchases Shares-in-Trust (as from time to time defined in the Articles of Incorporation, as may be amended from time to time), the Partnership will purchase from the General Partner a number of Partnership Units equal to the product of

(i) the number of Shares-in-Trust purchased by the General Partner, multiplied by

(ii) a fraction, the numerator of which is one and the denominator of which is the Exchange Factor in effect on the date of such purchase.

4.6 No Third-Party Beneficiary

No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligations of any Partner to make Capital Contributions or loans or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns.

4.7 No Interest; No Return

(a) No Partner shall be entitled to interest on its Capital Contribution or on such Partner’s Capital Account.

(b) Except as provided herein or by law, no Partner shall have any right to demand or receive the return of its Capital Contribution from the Partnership.

4.8 No Preemptive Rights.

Subject to any preemptive rights that may be granted pursuant to Section 4.3 hereof, no Person shall have any preemptive or other similar right with respect to

(a) additional Capital Contributions or loans to the Partnership; or

(b) issuance or sale of any Partnership Units or other Partnership Interests.

Article 5.
DISTRIBUTIONS

5.1 Distributions

(a) Cash Available for Distribution. Subject to the provisions of Sections 5.3, 5.4 and 12.2(c), the General Partner shall cause the Partnership to distribute, at such times as the General Partner shall determine (each a “Distribution Date”), an amount of Cash Available for Distribution, determined by the General Partner in its sole discretion to the Limited Partners and the General Partner, as of the applicable Partnership Record Date, in accordance with each such Partner’s respective Percentage Interest. In no event may any Partner receive a distribution pursuant to this Section 5.1(a) with respect to a Partnership Unit if such Partner is entitled to receive a distribution with respect to Common Stock for which such a Partnership Unit has been exchanged.

(b) Net Sales Proceeds. Subject to the provisions of Sections 5.1(f), 5.3, and 12.2(c), Net Sales Proceeds shall be distributed as follows:

(i) First, 100% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest until the Net Investment balance of the Stockholders is zero;

(ii) Second, 100% to the General Partner and Limited Partners in accordance with each such Partner’s respective Percentage Interest until the First Level Return balance of the Stockholders is zero; and

(iii) Thereafter, (A) 15% to the Special Limited Partner, and (B) 85% to the General Partner and Limited Partners in the case of this clause (B) in accordance with each such Partner’s respective Percentage Interest;

provided however, amounts shall be distributed pursuant to clause (iii) only if the provisions of Sections 5.1(c) and 5.1(d) are not applicable, and further provided, the Special Limited Partner may elect to receive a note (a “Distribution Note”) in lieu of its entitlement to receive such distributions described in Section 5.1(b)(iii)(A), or, alternatively, may elect to receive shares of Common Stock of the General Partner or Limited Partner interests in the Partnership. The Special Limited Partner shall be provided notice at least 15 days prior to the date a distribution would be made pursuant to Section 5.1(b)(iii)(A) in order for the Special Limited Partner to elect the form of consideration to be received. If no such election is made, an election to receive the Distribution Note shall be deemed made.

(c) Listing Amounts. Upon Listing and subject to Section 5.1(f), the General Partner shall cause the Partnership to distribute to the Special Limited Partner in redemption of the Special Limited Partner Interest in an amount equal to 15% of the amount, if any, by which (i) the sum of (A) the Market Value of all issued and outstanding shares of Common Stock plus (B) the sum of all Stockholder Distributions paid by the General Partner prior to Listing, exceeds (ii) the sum of (Y) the total Gross Proceeds in all Offerings (exclusive of amounts received in an offering made in connection with such Listing) plus (Z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering(exclusive of amounts received in an offering made in connection with such Listing), would have provided such Stockholders a First Level Return on the Gross Proceeds raised in all such Offerings. The Special Limited Partner may elect to receive a Distribution Note in lieu of its entitlement to receive such distributions, or, alternatively, may elect to receive shares of Common Stock of the General Partner or Limited Partner interests in the Partnership. The Special Limited Partner shall be provided notice at least 15 days prior to the date a distribution would be made pursuant to Section 5.1(c) in order for the Special Limited Partner to elect the form of consideration to be received. If no such election is made, an election to receive the Distribution Note shall be deemed made.

(d) Termination Amount.

(i) Upon termination or non-renewal of the Advisory Agreement and subject to Sections 5.1(d)(ii) and 5.1(f), the General Partner shall cause the Partnership to distribute an amount to the Special Limited Partner in redemption of the Special Limited Partner Interest (the “Termination Amount”) an amount equal to 15% of the amount, if any, by which by which (A) the sum of (1) the fair market value (determined by appraisal as of the Advisory Agreement Termination Date) of the Investments on the Advisory Agreement Termination Date, minus (2) any Loans secured by such Investments, plus (3) the sum of all Stockholder Distributions paid by the General Partner through the Advisory Agreement Termination Date on shares of Common Stock issued in all Offerings through the Advisory Agreement Termination Date, minus (4) any amounts distributable as of the Advisory Agreement Termination Date to the Limited Partners who received Partnership Units in connection with the contribution of any Investments to the Partnership, upon the liquidation or sale of such Investments (assuming the liquidation or sale of such Investments on the Advisory Agreement Termination Date), exceeds (B) the sum of (1) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the Advisory Agreement Termination Date to purchase or redeem any shares of Common Stock purchased in an Offering pursuant to the General Partner’s share repurchase plan) plus (2) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the Advisory Agreement Termination Date. Such amount shall be paid in the form of a Distribution Note.

(ii) Upon termination of the Advisory Agreement and subject to Section 5.1(e), the Special Limited Partner may elect to defer its right to receive the Termination Amount until either a Listing or Investment Liquidation Event occurs.

(A) If there is a subsequent Listing, then the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest) equal to 15% of the amount, if any, by which (1) the sum of (w) the fair market value (determined by appraisal as of the date of Listing) of the Investments owned as of the Advisory Agreement Termination Date and any Investments acquired after the Advisory Agreement Termination Date for which a contract to acquire such Investment had been entered into by the General Partner as of the Advisory Agreement Termination Date (collectively, the “Included Assets”), minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of Listing on shares of Common Stock issued in Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of Listing to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of Listing), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of Listing to purchase or redeem any shares of Common Stock purchased in an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders a First Level Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of Listing.

(B) If there is a subsequent Investment Liquidation Event, then the Special Limited Partner shall be entitled to receive the Termination Amount (in redemption of the Special Limited Partner Interest) payable out of Net Sales Proceeds equal to 15% of the amount, if any, by which (1) the sum of (u) the fair market value (determined by appraisal as of the date of the Investment Liquidation Event) of Investments owned as of the Advisory Agreement Termination Date, minus (v) any Loans secured by such Investments owned as of the Advisory Agreement Termination Date, plus (w) the fair market value (determined by appraisal as of the date of the Investment Liquidation Event) of the Included Assets, minus (x) any Loans secured by the Included Assets, plus (y) the sum of all Stockholder Distributions paid by the General Partner through the date of the Investment Liquidity Event on shares of Common Stock issued in Offerings through the Advisory Agreement Termination Date, minus (z) any amounts distributable as of the date of the Investment Liquidation Event to the Limited Partners who received Partnership Units in connection with the contribution of any Included Assets to the Partnership, upon the liquidation or sale of such Included Assets (assuming the liquidation or sale of such Included Assets on the date of the Investment Liquidation Event), exceeds (2) the sum of (y) the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date (less amounts paid on or prior to the date of the Other Liquidity Event to purchase or redeem any shares of Common Stock purchased in an Offering on or prior to the Advisory Agreement Termination Date pursuant to the General Partner’s share repurchase plan), plus (z) the total amount of cash that, if distributed to those Stockholders who purchased shares of Common Stock in an Offering on or prior to the Advisory Agreement Termination Date, would have provided such Stockholders First Level Return on the Gross Proceeds raised in all Offerings through the Advisory Agreement Termination Date, measured for the period from inception through the date of the Investment Liquidity Event.

(e) Notwithstanding anything herein to the contrary, in accordance with Section 736 of the Code, the Distribution Note shall be disregarded for applicable income tax purposes and the Special Limited Partner shall continue to be treated as a partner of the Partnership in respect of its Special Limited Partner Interest for such purposes until the Partnership has satisfied all of its obligations under such Note. Without limiting the foregoing, the Special Limited Partner shall not be required to accrue interest on such Note in income and the Partnership shall not deduct such interest for such purposes; provided, that, any cash or property paid to the Special Limited Partner with respect to such interest shall be reported to the Special Limited Partner on Internal Revenue Service Schedule K-1 to Form 1065 (or such successor schedule or form).

(f) Coordination.

(i) Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b) prior to a Listing shall reduce dollar for dollar the amount of a Listing Note to be issued and distributed pursuant to Section 5.1(c). If the Special Limited Partner receives a Listing Note pursuant to Section 5.1(c), it would no longer be entitled to receive Net Sales Proceeds or a Termination Amount.

(ii) Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b) prior to the Advisory Agreement Termination Date shall reduce dollar for dollar the amount of a Termination Amount to be distributed pursuant to Section 5.1(d). If the Special Limited Partner receives, or is entitled to receive, a Termination Amount pursuant to Section 5.1(d), it would no longer be entitled to receive Net Sales Proceeds (except to the extent described in Section 5.1(d)(ii)) or a Listing Note.

(iii) Any Net Sales Proceeds paid to the Special Limited Partner pursuant to Section 5.1(b)(iii)(A) prior to an Investment Liquidation Event shall reduce dollar for dollar the amount to be issued and distributed pursuant to Section 5.1(d)(ii)(B). If the Special Limited Partner is entitled to receive an amount pursuant to Section 5.1(d)(ii)(B), (A)(x) the Special Limited Partner would no longer be entitled to receive distributions of Net Sales Proceeds pursuant to Section 5.1(b)(iii)(A), (y) distributions pursuant to Section 5.1(c) or (z) a Termination Amount pursuant to Section 5.1(d) and (B) any Net Sales Proceeds received by the Partnership as a result of or after the Investment Liquidation Event shall be applied first to satisfy the Partnership’s obligation to make distributions pursuant to Section 5.1(d)(ii)(B).

5.2 Qualification as a REIT

The General Partner shall use its best efforts to cause the Partnership to distribute sufficient amounts under this Article 5 to enable the General Partner to pay dividends to the Stockholders that will enable the General Partner to

(a) satisfy the requirements for qualification as a REIT under the Code and Regulations (“REIT Requirements”), and

(b) avoid any federal income or excise tax liability;

provided, however, the General Partner shall not be bound to comply with this covenant to the extent such distributions would

(x) violate applicable Delaware law or

(y) contravene the terms of any notes, mortgages or other types of debt obligations to which the Partnership may be subject in conjunction with borrowed funds.

5.3 Withholding

With respect to any withholding tax or other similar tax liability or obligation to which the Partnership may be subject as a result of any act or status of any Partner or the Special Limited Partner or to which the Partnership becomes subject with respect to any Partnership Unit or the Special Limited Partner Interest, the Partnership shall have the right to withhold amounts distributable pursuant to this Article V to such Partner or the Special Limited Partner or with respect to such Partnership Units or the Special Limited Partner Interest, to the extent of the amount of such withholding tax or other similar tax liability or obligation pursuant to the provisions contained in Section 10.5, and the amount of any withholding shall reduce the right of such Partner or the Special Limited Partner to future distribution to the extent provided in Section 10.5.

5.4 Additional Partnership Interests

If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

Article 6.
ALLOCATIONS

6.1 Allocations

The Net Income, Net Loss and other Partnership items shall be allocated pursuant to the provisions of Exhibit B.

6.2 Revisions to Allocations to Reflect Issuance of Partnership Interests

If the Partnership issues Partnership Interests to the General Partner or any additional Limited Partner pursuant to Article IV, the General Partner shall make such revisions to this Article 6 and Exhibit B as it deems necessary to reflect the terms of the issuance of such Partnership Interests, including making preferential allocations to classes of Partnership Interests that are entitled thereto. Such revisions shall not require the consent or approval of any other Partner.

Article 7.
MANAGEMENT AND OPERATIONS OF BUSINESS

7.1 Management

(a) (i) Except as otherwise expressly provided in this Agreement, full, complete and exclusive discretion to manage and control the business and affairs of the Partnership are and shall be vested in the General Partner, and no Limited Partner shall have any right to participate in or exercise control or management power over the business and affairs of the Partnership.

(ii) The General Partner may not be removed by the Limited Partners with or without cause.

(iii) In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or which are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.11, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Partnership, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof, including, without limitation:

(A) (1) the making of any expenditures, the lending or borrowing of money, including, without limitation, making prepayments on loans and borrowing money to permit the Partnership to make distributions to its Partners in such amounts as will permit the General Partner (so long as the General Partner qualifies as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders in amounts sufficient to permit the General Partner to maintain REIT status,

(2) the assumption or guarantee of, or other contracting for, indebtedness and other liabilities,

(3) the issuance of evidence of indebtedness (including the securing of the same by deed, mortgage, deed of trust or other lien or encumbrance on the Partnership’s assets), and

(4) the incurring of any obligations it deems necessary for the conduct of the activities of the Partnership, including the payment of all expenses associated with the General Partner;

(B) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership or the General Partner;

(C) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of all or substantially all of the assets of the Partnership (including the exercise or grant of any conversion, option, privilege, or subscription right or other right available in connection with any assets at any time held by the Partnership) or the merger, consolidation or other combination (each a “Business Combination”) of the Partnership with or into another Entity on such terms as the General Partner deems proper, provided that the General Partner shall be required to send to each Limited Partner a notice of such proposed Business Combination no less than 15 days prior to the record date for the vote of the General Partner’s stockholders on such Business Combination, if any;

(D) the use of the assets of the Partnership (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement and on any terms it sees fit, including, without limitation,

(1) the financing of the conduct of the operations of the General Partner, the Partnership or any of the Partnership’s Subsidiaries,

(2) the lending of funds to other Persons (including, without limitation, the Subsidiaries of the Partnership and/or the General Partner) and the repayment of obligations of the Partnership and its Subsidiaries and any other Person in which it has an equity investment, and

(3) the making of capital contributions to its Subsidiaries;

(E) the expansion, development, construction, leasing, repair, alteration, demolition or improvement of any property in which the Partnership or any Subsidiary of the Partnership owns an interest;

(F) the negotiation, execution, and performance of any contracts, conveyances or other instruments that the General Partner considers useful or necessary to the conduct of the Partnership’s operations or the implementation of the General Partner’s powers under this Agreement, including contracting with contractors, developers, consultants, accountants, legal counsel, other professional advisors and other agents and the payment of their expenses and compensation out of the Partnership’s assets;

(G) the distribution of Partnership cash or other Partnership assets in accordance with this Agreement;

(H) holding, managing, investing and reinvesting cash and other assets of the Partnership;

(I) the collection and receipt of revenues and income of the Partnership;

(J) the establishment of one or more divisions of the Partnership, the selection and dismissal of employees of the Partnership (including, without limitation, employees having titles such as “president,” “vice president,” “secretary” and “treasurer” of the Partnership), and agents, outside attorneys, accountants, consultants and contractors of the Partnership, and the determination of their compensation and other terms of employment or engagement;

(K) the maintenance of such insurance for the benefit of the Partnership and the Partners and directors and officers thereof as it deems necessary or appropriate;

(L) the formation of, or acquisition of an interest (including non-voting interests in entities controlled by Affiliates of the Partnership or third parties) in, and the contribution of property to, any further Entities or other relationships that it deems desirable, including, without limitation, the acquisition of interests in, and the contributions of funds or property to, or making of loans to, its Subsidiaries and any other Person from time to time, or the incurrence of indebtedness on behalf of such Persons or the guarantee of the obligations of such Persons; provided that, as long as the General Partner has determined to elect to qualify as a REIT or to continue to qualify as a REIT, the Partnership may not engage in any such formation, acquisition or contribution that would cause the General Partner to fail to qualify as a REIT;

(M) the control of any matters affecting the rights and obligations of the Partnership, including:

(1) the settlement, compromise, submission to arbitration or any other form of dispute resolution, or abandonment of, any claim, cause of action, liability, debt or damages, due or owing to or from the Partnership,

(2) the commencement or defense of suits, legal proceedings, administrative proceedings, arbitration or other forms of dispute resolution, and

(3) the representation of the Partnership in all suits or legal proceedings, administrative proceedings, arbitrations or other forms of dispute resolution, the incurring of legal expenses, and the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(N) the undertaking of any action in connection with the Partnership’s direct or indirect investment in its Subsidiaries or any other Person (including, without limitation, the contribution or loan of funds by the Partnership to such Persons);

(O) the determination of the fair market value of any Partnership property distributed in kind using such reasonable method of valuation as the General Partner, in its sole discretion, may adopt;

(P) the exercise, directly or indirectly, through any attorney-in-fact acting under a general or limited power of attorney, of any right, including the right to vote, appurtenant to any asset or investment held by the Partnership;

(Q) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of or in connection with any Subsidiary of the Partnership or any other Person in which the Partnership has a direct or indirect interest, or jointly with any such Subsidiary or other Person;

(R) the exercise of any of the powers of the General Partner enumerated in this Agreement on behalf of any Person in which the Partnership does not have an interest pursuant to contractual or other arrangements with such Person;

(S) the making, execution and delivery of any and all deeds, leases, notes, mortgages, deeds of trust, security agreements, conveyances, contracts, guarantees, warranties, indemnities, waivers, releases or legal instruments or agreements in writing necessary or appropriate, in the judgment of the General Partner, for the accomplishment of any of the foregoing;

(T) the issuance of additional Partnership Units in connection with Capital Contributions by Additional Limited Partners and additional Capital Contributions by Partners pursuant to Article 4 hereof;

(U) the opening of bank accounts on behalf of, and in the name of, the Partnership and its Subsidiaries; and

(V) the amendment and restatement of Exhibit A to reflect accurately at all times the Capital Contributions and Percentage Interests of the Partners as the same are adjusted from time to time to the extent necessary to reflect redemptions, Capital Contributions, the issuance of Partnership Units, the admission of any Additional Limited Partner or any Substituted Limited Partner or otherwise, which amendment and restatement, notwithstanding anything in this Agreement to the contrary, shall not be deemed an amendment of this Agreement, as long as the matter or event being reflected in Exhibit A otherwise is authorized by this Agreement.

(b) (i) Each of the Limited Partners agree that the General Partner is authorized to execute, deliver and perform the above-mentioned agreements and transactions on behalf of the Partnership without any further act, approval or vote of the Partners, notwithstanding any other provision of this Agreement to the fullest extent permitted under the Act or other applicable law, rule or regulation.

(ii) The execution, delivery or performance by the General Partner or the Partnership of any agreement authorized or permitted under this Agreement shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement or of any duty stated or implied by law or equity.

(c) At all times from and after the date hereof, the General Partner at the expense of the Partnership, may or may not, cause the Partnership to obtain and maintain

(i) casualty, liability and other insurance on the properties of the Partnership;

(ii) liability insurance for the Indemnitees hereunder; and

(iii) such other insurance as the General Partner, in its sole and absolute discretion, determines to be appropriate and reasonable.

(d) At all times from and after the date hereof, the General Partner may cause the Partnership to establish and maintain at any and all times working capital accounts and other cash or similar balances in such amount as the General Partner, in its sole and absolute discretion, deems appropriate and reasonable from time to time.

(e) (i) In exercising its authority under this Agreement, the General Partner may, but shall be under no obligation to, take into account the tax consequences to any Partner (including the General Partner) of any action taken (or not taken) by it. The General Partner and the Partnership shall not have liability to any Limited Partner for monetary damages or otherwise for losses sustained, liabilities incurred or benefits not delivered by such Limited Partner in connection with such decisions, provided that the General Partner has acted in good faith pursuant to its authority under this Agreement. The Limited Partners expressly acknowledge that the General Partner is acting on behalf of the Partnership, the General Partner, and the General Partner’s stockholders, collectively.

(ii) The General Partner and the Partnership shall not have liability to the any Limited Partner under any circumstances as a result of an income tax liability incurred by such Limited Partner as a result of an action (or inaction) by the General Partner taken pursuant to its authority under and in accordance with this Agreement.

7.2 Certificate of Limited Partnership

(a) The General Partner has previously filed the Certificate with the Secretary of State of Delaware as required by the Act.

(b) (i) The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents as may be reasonable and necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware and any other state, or the District of Columbia, in which the Partnership may elect to do business or own property.

(ii) To the extent that such action is determined by the General Partner to be reasonable and necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate and do all of the things to maintain the Partnership as a limited partnership (or a partnership in which the limited partners have limited liability) under the laws of the State of Delaware and each other state, or the District of Columbia, in which the Partnership may elect to do business or own property.

(iii) Subject to the terms of Section 8.5(a)(iv) hereof, the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate or any amendment thereto to any Limited Partner.

7.3 Reimbursement of the General Partner

(a) Except as provided in this Section 7.3 and elsewhere in this Agreement (including the provisions of Articles 5 and 6 regarding distributions, payments, and allocations to which it may be entitled), the General Partner shall not be compensated for its services as general partner of the Partnership.

(b) (i) The Partnership shall be responsible for and shall pay all expenses relating to the Partnership’s organization, the ownership of its assets and its operations. The General Partner shall be reimbursed on a monthly basis, or such other basis as it may determine in its sole and absolute discretion, for all expenses that it incurs on behalf of the Partnership relating to the ownership and operation of the Partnership’s assets, or for the benefit of the Partnership, including all expenses associated with compliance by the General Partner and the Initial Limited Partner with laws, rules and regulations promulgated by any regulatory body, expenses related to the operations of the General Partner and to the management and administration of any Subsidiaries of the General Partner or the Partnership or Affiliates of the Partnership, such as auditing expenses and filing fees and any and all salaries, compensation and expenses of officers and employees of the General Partner, but excluding any portion of expenses reasonably attributable to assets not owned by or for the benefit of, or to operations not for the benefit of, the Partnership or Affiliates of the Partnership; provided, that the amount of any such reimbursement shall be reduced by any interest earned by the General Partner with respect to bank accounts or other instruments or accounts held by it in its name.

(ii) Such reimbursement shall be in addition to any reimbursement made as a result of indemnification pursuant to Section 7.6 hereof.

(iii) The General Partner shall determine in good faith the amount of expenses incurred by it related to the ownership and operation of, or for the benefit of, the Partnership. If certain expenses are incurred for the benefit of the Partnership and other entities (including the General Partner), such expenses will be allocated to the Partnership and such other entities in such a manner as the General Partner in its reasonable discretion deems fair and reasonable. All payments and reimbursements hereunder shall be characterized for federal income tax purposes as expenses of the Partnership incurred on its behalf, and not as expenses of the General Partner.

(c) (i) Expenses incurred by the General Partner relating to the organization or reorganization of the Partnership and the General Partner the issuance of Common Stock in connection with an Offering and any issuance of additional Partnership Interests, Common Stock or rights, options, warrants, or convertible or exchangeable securities pursuant to Section 4.2 hereof and all costs and expenses associated with the preparation and filing of any periodic reports by the General Partner under federal, state or local laws or regulations (including, without limitation, all costs, expenses, damages, and other payments resulting from or arising in connection with litigation related to any of the foregoing) are primarily obligations of the Partnership.

(ii) To the extent the General Partner pays or incurs such expenses, the General Partner shall be reimbursed for such expenses.

7.4 Outside Activities of the General Partner

(a) Without the Consent of the Limited Partners, the General Partner shall not directly or indirectly enter into or conduct any business other than in connection with the ownership, acquisition, and disposition of Partnership Interests and the management of its business and the business of the Partnership, and such activities as are incidental thereto.

(b) The General Partner and any Affiliates of the General Partner may acquire Limited Partner Interests and shall be entitled to exercise all rights of a Limited Partner relating to such Limited Partner Interests.

7.5 Contracts with Affiliates

(a) (i) The Partnership may lend or contribute funds or other assets to its Subsidiaries or other Persons in which it has an equity investment and such Subsidiaries and Persons may borrow funds from the Partnership, on terms and conditions established in the sole and absolute discretion of the General Partner.

(ii) The foregoing authority shall not create any right or benefit in favor of any Subsidiary or any other Person.

(b) Except as provided in Section 7.4, the Partnership may Transfer assets to Entities in which it is or thereby becomes a participant upon such terms and subject to such conditions consistent with this Agreement and applicable law as the General Partner, in its sole and absolute discretion, may determine.

(c) Except as expressly permitted by this Agreement, neither the General Partner nor any of its Affiliates shall sell, Transfer or convey any property to, or purchase any property from, the Partnership, directly or indirectly, except pursuant to transactions that are determined by the General Partner in good faith to be fair and reasonable.

(d) The General Partner, in its sole and absolute discretion and without the approval the Limited Partners, may propose and adopt, on behalf of the Partnership, employee benefit plans, stock option plans, and similar plans funded by the Partnership for the benefit of employees of the Partnership, the General Partner, any Subsidiaries of the Partnership or any Affiliate of any of them in respect of services performed, directly or indirectly, for the benefit of the Partnership, the General Partner, any Subsidiaries of the Partnership or any Affiliate of any of them.

(e) The General Partner is expressly authorized to enter into, in the name and on behalf of the Partnership, a “right of first opportunity” or “right of first offer” arrangement, non-competition agreements and other conflict avoidance agreements with various Affiliates of the Partnership and the General Partner, on such terms as the General Partner, in its sole and absolute discretion, believes are advisable.

7.6 Indemnification

(a) (i) To the fullest extent permitted by Delaware law or as provided herein, the Partnership shall indemnify each Indemnitee from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including, without limitation, reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (collectively, “Claims”), that relate to the operations of the Partnership or the General Partner as set forth in this Agreement, in which such Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, so long as (w) the course of conduct which gave rise to the Claim was taken, in the reasonable determination of the Indemnitee made in good faith, in the best interests of the Partnership or the General Partner, (x) such Claim was not the result of negligence or misconduct by the Indemnitee, (y) the Indemnitee (if other than the General Partner) was acting on behalf or performing services for the Partnership and (z) such indemnification is not satisfied or recoverable from the assets of the stockholders of the General Partner. Notwithstanding the foregoing, no Indemnitee (other than the General Partner) shall be indemnified for any Claim arising from or out of an alleged violation of federal or state securities laws unless (x) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to such Indemnitee, (y) such allegations have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee, or (z) a court of competent jurisdiction approves a settlement of such allegations against such Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which the Common Stock was offered or sold as to indemnification for violations of securities law.

(ii) Without limitation, the foregoing indemnity shall extend to any liability of any Indemnitee, pursuant to a loan guaranty (except a guaranty by a limited partner of nonrecourse indebtedness of the Partnership or as otherwise provided in any such loan guaranty), contractual obligation for any indebtedness or other obligation or otherwise for any indebtedness of the Partnership or any Subsidiary of the Partnership (including, without limitation, any indebtedness which the Partnership or any Subsidiary of the Partnership has assumed or taken subject to), and the General Partner is hereby authorized and empowered, on behalf of the Partnership, to enter into one or more indemnity agreements consistent with the provisions of this Section 7.6 in favor of any Indemnitee having or potentially having liability for any such indebtedness.

(iii) Any indemnification pursuant to this Section 7.6 shall be made only out of the assets of the Partnership, and neither the General Partner nor any Limited Partner shall have any obligation to contribute to the capital of the Partnership, or otherwise provide funds, to enable the Partnership to fund its obligations under this Section 7.6.

(b) Reasonable expenses incurred by an Indemnitee who is a party to a proceeding shall be paid or reimbursed by the Partnership in advance of the final disposition of any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative made or threatened against an Indemnitee upon receipt by the Partnership of (i) a written affirmation by the Indemnitee of the Indemnitee’s good faith belief that the standard of conduct necessary for indemnification by the Partnership as authorized in this Section 7.6 has been met; and (ii) a written undertaking by or on behalf of the Indemnitee to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.

(c) The indemnification provided by this Section 7.6 shall be in addition to any other rights to which an Indemnitee or any other Person may be entitled under any agreement, pursuant to any vote of the Partners, as a matter of law or otherwise, and shall continue as to an Indemnitee who has ceased to serve in such capacity unless otherwise provided in a written agreement pursuant to which such Indemnities are indemnified.

(d) The Partnership may, but shall not be obligated to, purchase and maintain insurance, on behalf of the Indemnities and such other Persons as the General Partner shall determine, against any liability that may be asserted against or expenses that may be incurred by such Person in connection with the Partnership’s activities, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 7.6, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by such Indemnitee of its duties to the Partnership also imposes duties on, or otherwise involves services by, such Indemnitee to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute fines within the meaning of this Section 7.6; and actions taken or omitted by the Indemnitee with respect to an employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose which is not opposed to the best interests of the Partnership.

(f) In no event may an Indemnitee subject any of the Partners (other than the General Partner) to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.6 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) (i) The provisions of this Section 7.6 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(ii) Any amendment, modification or repeal of this Section 7.6 or any provision hereof shall be prospective only and shall not in any way affect the Partnership’s liability to any Indemnitee under this Section 7.6, as in effect immediately prior to such amendment, modification, or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

(i) If and to the extent any payments to the General Partner pursuant to this Section 7.6 constitute gross income to the General Partner (as opposed to the repayment of advances made on behalf of the Partnership), such amounts shall constitute guaranteed payments within the meaning of Section 707(c) of the Code, shall be treated consistently therewith by the Partnership and all Partners, and shall not be treated as distributions for purposes of computing the Partners’ Capital Accounts.

(j) Notwithstanding anything to the contrary in this Agreement, the General Partner shall not be entitled to indemnification hereunder for any loss, claim, damage, liability or expense for which the General Partner is obligated to indemnify the Partnership under any other agreement between the General Partner and the Partnership.

7.7 Liability of the General Partner

(a) Notwithstanding anything to the contrary set forth in this Agreement, neither the General Partner nor the investment advisor of the General Partner, nor any of their respective officers and directors, shall be liable for monetary damages to the Partnership, any Partners or any Assignees for losses sustained or liabilities incurred as a result of errors in judgment or mistakes of fact or law or of any act or omission unless the General Partner or its investment advisor, as the case may be, acted in bad faith and the act or omission was material to the matter giving rise to the loss, liability or benefit not derived.

(b) (i) The Limited Partners expressly acknowledge that the General Partner (and its investment advisor) is acting on behalf of the Partnership and the shareholders of the General Partner collectively, that the General Partner (and its investment advisor), subject to the provisions of Section 7.1(e) hereof, is under no obligation to consider the separate interest of the Limited Partners (including, without limitation, the tax consequences to the Limited Partners or Assignees) in deciding whether to cause the Partnership to take (or decline to take) any actions, and that the General Partner (and its investment advisor) shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by Limited Partners in connection with such decisions; provided that the General Partner (and its investment advisor) has acted in good faith.

(ii) With respect to any indebtedness of the Partnership which any Limited Partner may have guaranteed, the General Partner (and its investment advisor) shall have no duty to keep such indebtedness outstanding.

(c) (i) Subject to its obligations and duties as General Partner set forth in Section 7.1(a) hereof, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agent, including its investment advisor.

(ii) The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

(d) The Limited Partners expressly acknowledge that if any conflict in the fiduciary duties owed by the General Partner to its stockholders and by the General Partner, in its capacity as a general partner of the Partnership, to the Limited Partners, the General Partner may act in the best interests of the General Partner’s stockholders without violating its fiduciary duties to the Limited Partners, and that the General Partner shall not be liable for monetary damages for losses sustained, liabilities incurred, or benefits not derived by the Limited Partners in connection with any such violation.

(e) Any amendment, modification or repeal of this Section 7.7 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the General Partner’s and its officers’ and directors’ liability to the Partnership and the Limited Partners under this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

7.8 Other Matters Concerning the General Partner

(a) The General Partner may rely and shall be protected in acting, or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters which such General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.

(c) (i) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and duly appointed attorneys-in-fact.

(ii) Each such attorney shall, to the extent provided by the General Partner in the power of attorney, have full power and authority to do and perform each and every act and duty which is permitted or required to be done by the General Partner hereunder.

(d) Notwithstanding any other provisions of this Agreement or the Act, any action of the General Partner on behalf of the Partnership or any decision of the General Partner to refrain from acting on behalf of the Partnership, undertaken in the good faith belief that such action or omission is necessary or advisable in order

(i) to protect the ability of the General Partner to continue to qualify as a REIT; or

(ii) to avoid the General Partner incurring any taxes under Section 857 or Section 4981 of the Code,

is expressly authorized under this Agreement and is deemed approved by all of the Limited Partners.

7.9 Title to Partnership Assets

(a) Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof.

(b) (i) Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner or one or more nominees, as the General Partner may determine, including Affiliates of the General Partner.

(ii) The General Partner hereby declares and warrants that any Partnership asset for which legal title is held in the name of the General Partner or any nominee or Affiliate of the General Partner shall be held by the General Partner for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, that the General Partner shall use its best efforts to cause beneficial and record title to such assets to be vested in the Partnership as soon as reasonably practicable.

(iii) All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which legal title to such Partnership assets is held.

7.10 Reliance by Third Parties

(a) Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner has full power and authority, without consent or approval of any other Partner or Person, to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any contracts on behalf of the Partnership, and take any and all actions on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner as if the General Partner were the Partnership’s sole party in interest, both legally and beneficially.

(b) Each Limited Partner hereby waives any and all defenses or other remedies which may be available against such Person to contest, negate or disaffirm any action of the General Partner in connection with any such dealing.

(c) In no event shall any Person dealing with the General Partner or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expediency of any act or action of the General Partner or its representatives.

(d) Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that

(i) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect;

(ii) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership; and

(iii) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

7.11 Loans By Third Parties

The Partnership may incur Debt, or enter into similar credit, guarantee, financing or refinancing arrangements for any purpose (including, without limitation, in connection with any acquisition of property) with any Person upon such terms as the General Partner determines appropriate.

Article 8.
RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

8.1 Limitation of Liability

No Limited Partner shall have any liability under this Agreement except as expressly provided in this Agreement, including Section 10.5 hereof, or under the Act.

8.2 Management of Business

(a) No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operation, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

(b) The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

8.3 Outside Activities of Limited Partners

(a) Subject to any agreements entered into pursuant to Section 7.5 hereof and any other agreements entered into by a Limited Partner or its Affiliates with the Partnership or any of its Subsidiaries, and any Limited Partner and any officer, director, employee, agent, trustee, Affiliate or shareholder of any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities that are in direct competition with the Partnership or that are enhanced by the activities of the Partnership.

(b) Neither the Partnership nor any Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner or Assignee.

(c) No Limited Partner nor any other Person shall have any rights by virtue of this Agreement or the Partnership relationship established hereby in any business ventures of any other Person and such Person shall have no obligation pursuant to this Agreement to offer any interest in any such business ventures to the Partnership, any Limited Partner or any such other Person, even if such opportunity is of a character which, if presented to the Partnership, any Limited Partner or such other Person, could be taken by such Person.

8.4 Return of Capital

(a) Except pursuant to the Exchange Rights Agreements, no Limited Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent of distributions made pursuant to this Agreement or upon termination of the Partnership as provided herein.

(b) Except as provided in Articles 5 and 13 hereof, no Limited Partner or Assignee shall have priority over any other Limited Partner or Assignee, either as to the return of Capital Contributions or as to profits, losses or distributions.

8.5 Rights of Limited Partners Relating to the Partnership

(a) In addition to the other rights provided by this Agreement or by the Act, and except as limited by Section 8.5(b) hereof, each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a limited partner in the Partnership, upon written demand with a statement of the purpose of such demand and at such Limited Partner’s own expense (including such reasonable copying and administrative charges as the General Partner may establish from time to time):

(i) to obtain a copy of the most recent annual and quarterly reports filed with the Securities and Exchange Commission by the General Partner pursuant to the Securities Exchange Act of 1934; and

(ii) to obtain a copy of the Partnership’s federal, state and local income tax returns for each Partnership Year.

(b) Notwithstanding any other provision of this Section 8.5, the General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner determines in its sole and absolute discretion to be reasonable, any information that

(i) the General Partner reasonably believes to be in the nature of trade secrets or other information, the disclosure of which the General Partner in good faith believes is not in the best interests of the Partnership or could damage the Partnership or its business; or

(ii) the Partnership is required by law or by agreements with an unaffiliated third party to keep confidential.

8.6 Exchange Rights Agreements

(a) The Limited Partners will be granted the right, but not the obligation, to exchange all or a portion of their Partnership Units for cash or, at the option of the Partnership, for shares of Common Stock on such terms and subject to such conditions and restrictions as will be contained in one or more exchange rights agreements among the General Partner, the Partnership and one or more Limited Partners (as amended from time to time, the “Exchange Rights Agreements”). The form of each Exchange Rights Agreement governing the exchange of Partnership Units shall hereafter be provided by the General Partner.

(b) The Limited Partners and all successors, assignees and transferees (whether by operation of law, including by merger or consolidation, dissolution or liquidation of an entity that is a Limited Partner, or otherwise) shall be bound by the provisions of the Exchange Rights Agreement to which they are parties.

Article 9.
BOOKS, RECORDS, ACCOUNTING AND REPORTS

9.1 Records and Accounting

(a) The General Partner shall keep or cause to be kept at the principal office of the Partnership those records and documents required to be maintained by the Act and other books and records deemed by the General Partner to be appropriate with respect to the Partnership’s business, including, without limitation, all books and records necessary for the General Partner to comply with applicable REIT Requirements and to provide to the Limited Partners any information, lists and copies of documents required to be provided pursuant to Sections 8.5(a) and 9.3 hereof.

(b) Any records maintained by or on behalf of the Partnership in the regular course of its business may be kept on, or be in the form of, punch cards, magnetic tape, photographs, micrographics or any other information storage device, provided that the records so maintained are convertible into clearly legible written form within a reasonable period of time.

(c) The books of the Partnership shall be maintained, for financial and tax reporting purposes, on an accrual basis in accordance with generally accepted accounting principles, or such other basis as the General Partner determines to be necessary or appropriate.

9.2 Fiscal Year

The fiscal year of the Partnership shall be the calendar year.

9.3 Reports

(a) As soon as practicable, but in no event later than the date on which the General Partner mails its annual report to its stockholders, the General Partner shall cause to be mailed to each Limited Partner as of the close of the Partnership Year, an annual report containing financial statements of the Partnership, or of the General Partner, if such statements are prepared on a consolidated basis with the Partnership, for such Partnership Year, presented in accordance with the standards of the Public Accounting Oversight Board (United States), such statements to be audited by a nationally recognized firm of independent public accountants selected by the General Partner in its sole discretion.

(b) If and to the extent that the General Partner mails quarterly reports to its stockholders, then as soon as practicable, but in no event later than the date such reports are mailed, the General Partner shall cause to be mailed to each Limited Partner a report containing unaudited financial statements as of the last day of the calendar quarter of the Partnership, or of the General Partner, if such statements are prepared on a consolidated basis with the Partnership, and such other information as may be required by applicable law or regulation, or as the General Partner determines to be appropriate.

(c) Notwithstanding the foregoing, the General Partner may deliver to the Limited Partners each of the reports described above, as well as any other communications that it may provide hereunder, by e-mail or by any other electronic means.

Article 10.
TAX MATTERS

10.1 Preparation of Tax Returns

(a) The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by the Limited Partners and the Special Limited Partner for federal and state income tax reporting purposes. The federal income tax return of the Partnership shall be filed annually on IRS Form 1065 (or such other successor form) or on any other IRS form as may be required.

(b) If required under the Code or applicable state or local income tax law, the General Partner shall also arrange for the preparation and timely filing of all returns of income, gains, deductions, losses and other items required of the Subsidiaries of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by the Limited Partners for federal and state income tax reporting purposes.

10.2 Tax Elections

(a) Except as otherwise provided herein, the General Partner shall, in its sole and absolute discretion, determine whether to make any available election pursuant to the Code.

(b) The General Partner shall elect a permissible method (which need not be the same method for each item or property) of eliminating the disparity between the book value and the tax basis for each item of property contributed to the Partnership or to a Subsidiary of the Partnership pursuant to the regulations promulgated under the provisions of Section 704(c) of the Code.

(c) The General Partner shall have the right to seek to revoke any tax election it makes, including, without limitation, the election under Section 754 of the Code, upon the General Partner’s determination, in its sole and absolute discretion, that such revocation is in the best interests of the Partners.

10.3 Tax Matters Partner

(a) (i) The General Partner shall be the “tax matters partner” of the Partnership for federal income tax purposes.

(ii) Pursuant to Section 6230(e) of the Code, upon receipt of notice from the Internal Revenue Service of the beginning of an administrative proceeding with respect to the Partnership, the tax matters partner shall furnish the Internal Revenue Service with the name, address, taxpayer identification number, and profit interest of each of the Limited Partners, the Special Limited Partner and the Assignees; provided, that such information is provided to the Partnership by the Limited Partners, the Special Limited Partner and the Assignees.

(iii) The tax matters partner is authorized, but not required:

(A) to enter into any settlement with the Internal Revenue Service with respect to any administrative or judicial proceedings for the adjustment of Partnership items required to be taken into account by a Partner for income tax purposes (such administrative proceedings being referred to as a “tax audit” and such judicial proceedings being referred to as “judicial review”), and in the settlement agreement the tax matters partner may expressly state that such agreement shall bind all Partners (including the Special Limited Partner), except that such settlement agreement shall not bind any Partner or the Special Limited Partner

(1) who (within the time prescribed pursuant to the Code and Regulations) files a statement with the Internal Revenue Service providing that the tax matters partner shall not have the authority to enter into a settlement agreement on behalf of such Partner or the Special Limited Partner; or

(2) who is a “notice partner” (as defined in Section 6231(a)(8) of the Code) or a member of a “notice group” (as defined in Section 6223(b)(2) of the Code);

(B) if a notice of a final administrative adjustment at the Partnership level of any item required to be taken into account by a Partner or the Special Limited Partner for tax purposes (a “final adjustment”) is mailed to the tax matters partner, to seek judicial review of such final adjustment, including the filing of a petition for readjustment with the Tax Court or the filing of a complaint for refund with the United States Claims Court or the District Court of the United States for the district in which the Partnership’s principal place of business is located;

(C) to intervene in any action brought by any other Partner or the Special Limited Partner for judicial review of a final adjustment;

(D) to file a request for an administrative adjustment with the Internal Revenue Service and, if any part of such request is not allowed by the Internal Revenue Service, to file an appropriate pleading (petition or complaint) for judicial review with respect to such request;

(E) to enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken account of by a Partner or the Special Limited Partner for tax purposes, or an item affected by such item; and

(F) to take any other action on behalf of the Partners, the Special Limited Partner or the Partnership in connection with any tax audit or judicial review proceeding to the extent permitted by applicable law or regulations.

The taking of any action and the incurring of any expense by the tax matters partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole and absolute discretion of the tax matters partner and the provisions relating to indemnification of the General Partner set forth in Section 7.6 of this Agreement shall be fully applicable to the tax matters partner in its capacity as such.

(b) (i) The tax matters partner shall receive no compensation for its services.

(ii) All third party costs and expenses incurred by the tax matters partner in performing its duties as such (including legal and accounting fees and expenses) shall be borne by the Partnership.

(iii) Nothing herein shall be construed to restrict the Partnership from engaging an accounting firm to assist the tax matters partner in discharging its duties hereunder, so long as the compensation paid by the Partnership for such services is reasonable.

10.4 Organizational Expenses

The Partnership shall elect to deduct expenses, if any, incurred by it in organizing the Partnership ratably over a one hundred and eighty (180) month period as provided in Section 709 of the Code.

10.5 Withholding

(a) Each Limited Partner and the Special Limited Partner hereby authorizes the Partnership to withhold from, or pay on behalf of or with respect to, such Limited Partner or the Special Limited Partner any amount of federal, state, local, or foreign taxes that the General Partner determines that the Partnership is required to withhold or pay with respect to any amount distributable or allocable to such Limited Partner or the Special Limited Partner pursuant to this Agreement, including, without limitation, any taxes required to be withheld or paid by the Partnership pursuant to Sections 1441, 1442, 1445, or 1446 of the Code.

(b) (i) Any amount paid on behalf of or with respect to a Limited Partner or the Special Limited Partner shall constitute a loan by the Partnership to such Limited Partner or the Special Limited Partner, which loan shall be repaid by such Limited Partner or the Special Limited Partner as the case may be within fifteen (15) days after notice from the General Partner that such payment must be made unless

(A) the Partnership withholds such payment from a distribution which would otherwise be made to the Limited Partner or the Special Limited Partner; or

(B) the General Partner determines, in its sole and absolute discretion, that such payment may be satisfied out of the available funds of the Partnership which would, but for such payment, be distributed to the Limited Partner or the Special Limited Partner.

(ii) Any amounts withheld pursuant to the foregoing clauses (i)(A) or (B) shall be treated as having been distributed to the Limited Partner.

(c) (i) Each Limited Partner and the Special Limited Partner hereby unconditionally and irrevocably grants to the Partnership a security interest in such Limited Partner’s Partnership Interest and such Special Limited Partner’s Special Limited Partner Interest, as the case may be, to secure such Limited Partner’s or Special Limited Partner’s obligation to pay to the Partnership any amounts required to be paid pursuant to this Section 10.5.

(ii) (A) If a Limited Partner or the Special Limited Partner fails to pay when due any amounts owed to the Partnership pursuant to this Section 10.5, the General Partner may, in its sole and absolute discretion, elect to make the payment to the Partnership on behalf of such defaulting Limited Partner or Special Limited Partner, and in such event shall be deemed to have loaned such amount to such defaulting Limited Partner or Special Limited Partner and shall succeed to all rights and remedies of the Partnership as against such defaulting Limited Partner or Special Limited Partner.

(B) Without limitation, in such event, the General Partner shall have the right to receive distributions that would otherwise be distributable to such defaulting Limited Partner or Special Limited Partner until such time as such loan, together with all interest thereon, has been paid in full, and any such distributions so received by the General Partner shall be treated as having been distributed to the defaulting Limited Partner or Special Limited Partner and immediately paid by the defaulting Limited Partner or Special Limited Partner to the General Partner in repayment of such loan.

(iii) Any amount payable by a Limited Partner or the Special Limited Partner hereunder shall bear interest at the highest base or prime rate of interest published from time to time by The Wall Street Journal, plus four (4) percentage points, but in no event higher than the maximum lawful rate of interest on such obligation, such interest to accrue from the date such amount is due (i.e., fifteen (15) days after demand) until such amount is paid in full.

(iv) Each Limited Partner and the Special Limited Partner shall take such actions as the Partnership or the General Partner shall request in order to perfect or enforce the security interest created hereunder.

Article 11.
TRANSFERS AND WITHDRAWALS

11.1 Transfer

(a) (i) The term “Transfer,” when used in this Article 11 with respect to a Partnership Interest or a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partner Interest to another Person, or a Limited Partner purports to assign all or any part of its Limited Partner Interest to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise.

(ii) The term “Transfer” when used in this Article 11 does not include any exchange of Partnership Units for cash or Common Stock pursuant to the Exchange Rights Agreement.

(b) (i) No Partnership Interest shall be Transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article 11.

(ii) Any Transfer or purported Transfer of a Partnership Interest not made in accordance with this Article 11 shall be null and void.

11.2 Transfer of the General Partner’s General Partner Interest

(a) The General Partner may not Transfer any of its General Partner Interest or withdraw as General Partner, or Transfer any of its Limited Partner Interest, except

(i) if holders of at least two-thirds of the Limited Partner Interests consent to such Transfer or withdrawal;

(ii) if such Transfer is to an entity which is wholly owned by the General Partner and is a Qualified REIT Subsidiary as defined in Section 856(i) of the Code; or

(iii) in connection with a transaction described in Section 11.2(c) or 11.2(d) (as applicable)

(b) If the General Partner withdraws as general partner of the Partnership in accordance with Section 11.2(a), the General Partner’s General Partner Interest shall immediately be converted into a Limited Partner Interest.

(c) Except as otherwise provided in Section 11.2(d), the General Partner shall not engage in any merger, consolidation or other combination of the General Partner with or into another Person (other than a merger in which the General Partner is the surviving entity) or sale of all or substantially all of its assets, or any reclassification, or any recapitalization of outstanding Common Stock (other than a change in par value, or from par value to no par value, or as a result of a subdivision or combination of Common Stock) (a “Transaction”), unless

(i) in connection with the Transaction all Limited Partners will either receive, or will have the right to elect to receive, for each Partnership Unit an amount of cash, securities, or other property equal to the product of the Exchange Factor and the amount of cash, securities or other property or value paid in the Transaction to or received by a holder of one share of Common Stock corresponding to such Partnership Unit in consideration of one share of Common Stock at any time during the period from and after the date on which the Transaction is consummated; provided that if, in connection with the Transaction, a purchase, tender or exchange offer (“Offer”) shall have been made to and accepted by the holders of more than 50% of the outstanding Common Stock, each holder of Partnership Units shall be given the option to exchange its Partnership Units for the amount of cash, securities, or other property which a Limited Partner would have received had it

(A) exercised its Exchange Right and

(B) sold, tendered or exchanged pursuant to the Offer the Common Stock received upon exercise of the Exchange Right immediately prior to the expiration of the Offer.

The foregoing is not intended to, and does not, affect the ability of (i) a stockholder of the General Partner to sell its stock in the General Partner or (ii) the General Partner to perform its obligations (under agreement or otherwise) to such stockholders (including the fulfillment of any obligations with respect to registering the sale of stock under applicable securities laws).

(d) (i) Notwithstanding Section 11.2(c), the General Partner may merge into or consolidate with another entity if immediately after such merger or consolidation

(A) substantially all of the assets of the successor or surviving entity (the “Surviving General Partner”), other than Partnership Units held by the General Partner, are contributed to the Partnership as a Capital Contribution in exchange for Partnership Units with a fair market value equal to the value of the assets so contributed as determined by the Surviving General Partner in good faith and

(B) the Surviving General Partner expressly agrees to assume all obligations of the General Partner hereunder.

(ii) (A) Upon such contribution and assumption, the Surviving General Partner shall have the right and duty to amend this Agreement and the Exchange Rights Agreement as set forth in this Section 11.2(d).

(B) (1) The Surviving General Partner shall in good faith arrive at a new method for the calculation of the Exchange Factor for a Partnership Unit after any such merger or consolidation so as to approximate the existing method for such calculation as closely as reasonably possible.

(2) Such calculation shall take into account, among other things, the kind and amount of securities, cash and other property that was receivable upon such merger or consolidation by a holder of Common Stock or options, warrants or other rights relating thereto, and which a holder of Partnership Units could have acquired had such Partnership Units been redeemed for Common Stock immediately prior to such merger or consolidation.

(C) Such amendment to this Agreement shall provide for adjustment to such method of calculation, which shall be as nearly equivalent as may be practicable to the adjustments provided for with respect to the Exchange Factor.

(iii) The above provisions of this Section 11.2(d) shall similarly apply to successive mergers or consolidations permitted hereunder.

11.3 Limited Partners’ Rights to Transfer

(a) Subject to the provisions of Sections 11.3(c), 11.3(d), 11.3(e), 11.4 and 11.6, a Limited Partner may, without the consent of the General Partner, Transfer all or any portion of its Limited Partner Interest, or any of such Limited Partner’s economic right as a Limited Partner. In order to effect such transfer, the Limited Partner must deliver to the General Partner a duly executed copy of the instrument making such transfer and such instrument must evidence the written acceptance by the assignee of all of the terms and conditions of this Agreement and represent that such assignment was made in accordance with all applicable laws and regulations.

(b) (i) If a Limited Partner is Incapacitated, the executor, administrator, trustee, committee, guardian, conservator or receiver of such Limited Partner’s estate shall have all of the rights of a Limited Partner, but not more rights than those enjoyed by other Limited Partners, for the purpose of settling or managing the estate and such power as the Incapacitated Limited Partner possessed to Transfer all or any part of his or its interest in the Partnership.

(ii) The Incapacity of a Limited Partner, in and of itself, shall not dissolve or terminate the Partnership.

(c) The General Partner may prohibit any Transfer by a Limited Partner of its Partnership Units if it reasonably believes (based on the advice of counsel) such Transfer would require filing of a registration statement under the Securities Act of 1933, as amended, or would otherwise violate any federal or state securities laws or regulations applicable to the Partnership or the Partnership Units.

(d) No Transfer by a Limited Partner of its Partnership Units may be made to any Person if

(i) it would adversely affect the ability of the General Partner to continue to qualify as a REIT or would subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code;

(ii) it would result in the Partnership being treated as an association taxable as a corporation for federal income tax purposes;

(iii) such Transfer would cause the Partnership to become, with respect to any employee benefit plan subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14) of ERISA) or a “disqualified person” (as defined in Section 4975(c) of the Code);

(iv) such Transfer would, in the opinion of legal counsel for the Partnership, cause any portion of the assets of the Partnership to constitute assets of any employee benefit plan pursuant to Department of Labor Regulations Section 2510.2-101;

(v) such Transfer would subject the Partnership to regulation under the Investment Company Act of 1940, the Investment Advisors Act of 1940 or the Employee Retirement Income Security Act of 1974, each as amended;

(vi) without the consent of the General Partner, which consent may be withheld in its sole and absolute discretion, such Transfer is a sale or exchange, and such sale or exchange would, when aggregated with all other sales and exchanges during the 12-month period ending on the date of the proposed Transfer, result in 50% or more of the interests in Partnership capital and profits being sold or exchanged during such 12-month period; or

(vii) such Transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code.

(e) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code.

(f) Any Transfer in contravention of any of the provisions of this Section 11.3 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership.

11.4 Substituted Limited Partners

(a) (i) No Limited Partner shall have the right to substitute a Permitted Transferee for a Limited Partner in its place.

(ii) The General Partner shall, however, have the right to consent to the admission of a Permitted Transferee of the Partnership Interest of a Limited Partner pursuant to this Section 11.4 as a Substituted Limited Partner, which consent may be given or withheld by the General Partner in its sole and absolute discretion.

(iii) The General Partner’s failure or refusal to permit such transferee to become a Substituted Limited Partner shall not give rise to any cause of action against the Partnership or any Partner.

(b) A transferee who has been admitted as a Substituted Limited Partner in accordance with this Article 11 shall have all the rights and powers and be subject to all the restrictions and liabilities of a Limited Partner under this Agreement.

(c) (i) No Permitted Transferee will be admitted as a Substituted Limited Partner, unless such transferee has furnished to the General Partner evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement and, as it relates to the Substituted Limited Partners, the Exchange Rights Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof.

(ii) Upon the admission of a Substituted Limited Partner, the General Partner shall amend Exhibit A to reflect the name, address, number of Partnership Units, and Percentage Interest of such Substituted Limited Partner, and to eliminate or adjust, if necessary, the name, address and interest of the predecessor of such Substituted Limited Partner.

11.5 Assignees

(a) If the General Partner, in its sole and absolute discretion, does not consent to the admission of any transferee as a Substituted Limited Partner, as described in Section 11.4(a), such transferee shall be considered an Assignee for purposes of this Agreement.

(b) An Assignee shall be deemed to have had assigned to it, and shall be entitled to receive distributions from the Partnership and the share of Net Income, Net Losses and any other items of gain, loss, deduction or credit of the Partnership attributable to the Partnership Units assigned to such transferee, but shall not be deemed to be a holder of Partnership Units for any other purpose under this Agreement, and shall not be entitled to vote such Partnership Units in any matter presented to the Limited Partners, for a vote (such Partnership Units being deemed to have been voted on such matter in the same proportion as all other Partnership Units held by Limited Partners are voted).

(c) If any such transferee desires to make a further assignment of any such Partnership Units, such transferee shall be subject to all of the provisions of this Article 11 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of Partnership Units.

11.6 General Provisions

(a) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer of all of such Limited Partner’s Partnership Units in accordance with this Article 11 or, as it relates to the Limited Partners, pursuant to exchange of all of its Partnership Units pursuant to the applicable Exchange Rights Agreement.

(b) (i) Any Limited Partner which shall Transfer all of its Partnership Units in a Transfer permitted pursuant to this Article 11 shall cease to be a Limited Partner upon the admission of all Assignees of such Partnership Units as Substituted Limited Partners.

(ii) Similarly, any Limited Partner which shall Transfer all of its partnership Units pursuant to an exchange of all of its Partnership Units pursuant to an Exchange Rights Agreement shall cease to be a Limited Partner.

(c) Other than pursuant to the Exchange Rights Agreement or with the consent of the General Partner, transfers pursuant to this Article 11 may only be made as of the first day of a fiscal quarter of the Partnership.

(d) (i) If any Partnership Interest is transferred or assigned during the Partnership’s fiscal year in compliance with the provisions of this Article 11 or exchanged pursuant to the applicable Exchange Rights Agreement on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items attributable to such interest for such Partnership Year shall be divided and allocated between the transferor Partner and the transferee Partner by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method.

(ii) Solely for purposes of making such allocations, each of such items for the calendar month in which the Transfer or assignment occurs shall be allocated to the transferee Partner, and none of such items for the calendar month in which an exchange occurs shall be allocated to the exchanging Partner, provided, however, that the General Partner may adopt such other conventions relating to allocations in connection with transfers, assignments, or exchanges as it determines are necessary or appropriate.

(iii) All distributions pursuant to Section 5.1(a) attributable to Partnership Units, with respect to which the Partnership Record Date is before the date of such Transfer, assignment, or exchange of such Partnership Units, shall be made to the transferor Partner or the exchanging Partner, as the case may be, and in the case of a Transfer or assignment other than an exchange, all distributions pursuant to Section 5.1(a) thereafter attributable to such Partnership Units shall be made to the transferee Partner.

(e) In addition to any other restrictions on transfer herein contained, including without limitation the provisions of this Article 11, in no event may any Transfer or assignment of a Partnership Interest by any Partner (including pursuant to Section 8.6) be made without the express consent of the General Partner, in its sole and absolute discretion, (i) to any person or entity who lacks the legal right, power or capacity to own a Partnership Interest; (ii) in violation of applicable law; (iii) of any component portion of a Partnership Interest, such as the Capital Account, or rights to distributions, separate and apart from all other components of a Partnership Interest; (iv) if in the opinion of legal counsel to the Partnership such transfer would cause a termination of the Partnership for federal or state income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (v) if in the opinion of counsel to the Partnership, there would be a significant risk that such transfer would cause the Partnership to cease to be classified as a partnership for federal income tax purposes (except as a result of the exchange for Common Stock of all Partnership Units held by all Limited Partners or pursuant to a transaction expressly permitted under Section 7.11 or Section 11.2); (vi) if such transfer requires the registration of such Partnership Interest pursuant to any applicable federal or state securities laws; (vii) if such transfer is effectuated through an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code or such transfer causes the Partnership to become a “publicly traded partnership,” as such term is defined in Section 469(k)(2) or Section 7704(b) of the Code (provided that this clause (vii) shall not be the basis for limiting or restricting in any manner the exercise of the Exchange Right under Section 8.6 unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation); (viii) such transfer could adversely affect the ability of the General Partner to remain qualified as a REIT; or (ix) if in the opinion of legal counsel of the transferring Partner (which opinion and counsel are reasonably satisfactory to the Partnership), or legal counsel of the Partnership, such transfer would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, if the General Partner has elected to be qualified as a REIT.

(f) The General Partner shall monitor the transfers of interests in the Partnership to determine (i) if such interests are being traded on an “established securities market” or a “secondary market” (or the substantial equivalent thereof) within the meaning of Section 7704 of the Code; and (ii) whether additional transfers of interests would result in the Partnership being unable to qualify for at least one of the “safe harbors” set forth in Regulations Section 1.7704-1 (or such other guidance subsequently published by the IRS setting forth safe harbors under which interests will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code) (the “Safe Harbors”). The General Partner shall take all steps reasonably necessary or appropriate to prevent any trading of interests or any recognition by the Partnership of transfers made on such markets and, except as otherwise provided herein, to insure that at least one of the Safe Harbors is met; provided, however , that the foregoing shall not authorize the General Partner to limit or restrict in any manner the right of any holder of a Partnership Unit to exercise the Exchange Right in accordance with the terms of the applicable Exchange Rights Agreement unless, and only to the extent that, outside tax counsel provides to the General Partner an opinion to the effect that, in the absence of such limitation or restriction, there is a significant risk that the Partnership will be treated as a “publicly traded partnership” and, by reason thereof, taxable as a corporation.

Article 12.
ADMISSION OF PARTNERS

12.1 Admission of Successor General Partner

(a) (i) A successor to all of the General Partner Interest pursuant to Section 11 hereof who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately following such transfer and the admission of such successor General Partner as a general partner of the Partnership upon the satisfaction of the terms and conditions set forth in Section 12.1(b).

(ii) Any such transferee shall carry on the business of the Partnership without dissolution.

(b) A Person shall be admitted as a substitute or successor General Partner of the Partnership only if the following terms and conditions are satisfied:

(i) the Person to be admitted as a substitute or additional General Partner shall have accepted and agreed to be bound by all the terms and provisions of this Agreement by executing a counterpart thereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such Person as a General Partner;

(ii) if the Person to be admitted as a substitute or additional General Partner is a corporation or a partnership it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of such Person’s authority to become a General Partner and to be bound by the terms and provisions of this Agreement; and

(iii) counsel for the Partnership shall have rendered an opinion (relying on such opinions from other counsel as may be necessary) that the admission of the person to be admitted as a substitute or additional General Partner is in conformity with the Act, that none of the actions taken in connection with the admission of such Person as a substitute or additional General Partner will cause

(A) the Partnership to be classified other than as a partnership for federal income tax purposes, or

(B) the loss of any Limited Partner’s limited liability.

(c) In the case of such admission on any day other than the first day of a Partnership Year, all items attributable to the General Partner Interest for such Partnership Year shall be allocated between the transferring General Partner and such successor as provided in Section 11.6(d) hereof.

12.2 Admission of Additional Limited Partners

(a) A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitted to the Partnership as an Additional Limited Partner only upon furnishing to the General Partner

(i) evidence of acceptance in form satisfactory to the General Partner of all of the terms and conditions of this Agreement and the applicable Exchange Rights Agreement, including, without limitation, the power of attorney granted in Section 2.4 hereof, and

(ii) such other documents or instruments as may be required in the discretion of the General Partner in order to effect such Person’s admission as an Additional Limited Partner.

(b) (i) Notwithstanding anything to the contrary in this Section 12.2, no Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent may be given or withheld in the General Partner’s sole and absolute discretion.

(ii) The admission of any Person as an Additional Limited Partner shall become effective on the date upon which the name of such Person is recorded on the books and records of the Partnership, following the consent of the General Partner to such admission.

(c) (i) If any Additional Limited Partner is admitted to the Partnership on any day other than the first day of a Partnership Year, then Net Income, Net Losses, each item thereof and all other items allocable among Partners and Assignees for such Partnership Year shall be allocated among such Additional Limited Partner and all other Partners and Assignees by taking into account their varying interests during the Partnership Year in accordance with Section 706(d) of the Code, using the interim closing of the books method.

(ii) (A) Solely for purposes of making such allocations, each of such items for the calendar month in which an admission of any Additional Limited Partner occurs shall be allocated among all of the Partners and Assignees, including such Additional Limited Partner.

(B) Distributions pursuant to Section 5.1(a) with respect to which the Partnership Record Date is before the date of such admission shall be made solely to Partners and Assignees, other than the Additional Limited Partner, and all distributions pursuant to Section 5.1(a) thereafter shall be made to all of the Partners and Assignees, including such Additional Limited Partner.

(d) Upon the admission of the first Additional Limited Partner to the Partnership, the Initial Limited Partner’s original interest in the Partnership shall automatically, and without further action on the part of the Initial Limited Partner or the Partnership, be withdrawn.

12.3 Amendment of Agreement and Certificate of Limited Partnership

For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

Article 13.
DISSOLUTION, LIQUIDATION AND TERMINATION

13.1 Dissolution

(a) The Partnership shall not be dissolved by the admission of Substituted Limited Partners, Additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the withdrawal of the General Partner, any successor General Partner shall continue the business of the Partnership.

(b) The Partnership shall dissolve, and its affairs shall be wound up, only upon the first to occur of any of the following (“Liquidating Events”):

(i) the expiration of its term as provided in Section 2.5 hereof;

(ii) an event of withdrawal of the General Partner, as defined in the Act (other than an event of bankruptcy), unless, within ninety (90) days after such event of withdrawal, a “majority in interest” (as defined below) of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of the date of withdrawal, of a successor General Partner;

(iii) an election to dissolve the Partnership made by the General Partner, with the Consent of the Limited Partners holding at least a majority of the Percentage Interest of the Limited Partners (including Limited Partner Interests held by the General Partner);

(iv) entry of a decree of judicial dissolution of the Partnership pursuant to the provisions of the Act;

(v) a Capital Transaction; or

(vi) a final and non-appealable judgment is entered by a court of competent jurisdiction ruling that the General Partner is bankrupt or insolvent, or a final and non-appealable order for relief is entered by a court with appropriate jurisdiction against the General Partner, in each case under any federal or state bankruptcy or insolvency laws as now or hereafter in effect, unless prior to the entry of such order or judgment and a “majority in interest” (as defined below) of the remaining Partners Consent in writing to continue the business of the Partnership and to the appointment, effective as of a date prior to the date of such order or judgment, of a substitute General Partner.

As used herein, a “majority in interest” shall refer to Partners (excluding the General Partner) who hold more than fifty percent (50%) of the outstanding Percentage Interests not held by the General Partner.

13.2 Winding Up

(a) (i) Upon the occurrence of a Liquidating Event, the Partnership shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Partners.

(ii) No Partner shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Partnership’s business and affairs.

(iii) The General Partner, or, if there is no remaining General Partner, any Person elected unanimously by the Limited Partners holding at least a “majority in interest” (the General Partner or such other Person being referred to herein as the “Liquidator”), shall be responsible for overseeing the winding up and dissolution of the Partnership and shall take full account of the Partnership’s liabilities and property and the Partnership property shall be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom (which may, to the extent determined by the General Partner, include shares of common stock or other securities of the General Partner) shall be applied and distributed in the following order:

(A) First, to the payment and discharge of all of the Partnership’s debts and liabilities to creditors other than the Partners;

(B) Second, to the payment and discharge of all of the Partnership’s debts and liabilities to the General Partner;

(D) the balance, if any, shall be distributed to all Partners (including the Special Limited Partner) with positive Capital Accounts in accordance with their respective positive Capital Account balances.

(iv) The General Partner shall not receive any additional compensation for any services performed pursuant to this Article 13.

(v) Any distributions pursuant to this Section 13.2(a) shall be made by the end of the Partnership’s taxable year in which the liquidation occurs (or, if later, within 90 days after the date of the liquidation).

(b) (i) Notwithstanding the provisions of Section 13.2(a) hereof which require liquidation of the assets of the Partnership, but subject to the order of priorities set forth therein, if prior to or upon dissolution of the Partnership the Liquidator determines that an immediate sale of part or all of the Partnership’s assets would be impractical or would cause undue loss to the Partners (including the Special Limited Partner), the Liquidator may, in its sole and absolute discretion, defer for a reasonable time the liquidation of any asset except those necessary to satisfy liabilities of the Partnership (including to those Partners, including the Special Limited Partner, as creditors) or distribute to the Partners (including the Special Limited Partner), in lieu of cash, as tenants in common and in accordance with the provisions of Section 13.2(a) hereof, undivided interests in such Partnership assets as the Liquidator deems not suitable for liquidation.

(ii) Any such distributions in kind shall be made only if, in the good faith judgment of the Liquidator, such distributions in kind are in the best interests of the Partners (including the Special Limited Partner), and shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operation of such properties at such time.

(iii) The Liquidator shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

(c) In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Article 13 may be:

(A) distributed to a trust established for the benefit of the General Partner, the Limited Partners and the Special Limited Partner for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership or the General Partner arising out of or in connection with the Partnership; the assets of any such trust shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner, the Limited Partners and the Special Limited Partner pursuant to this Agreement; or

(B) withheld or escrowed to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership, provided that such withheld or escrowed amounts shall be distributed to the General Partner, the Limited Partners and the Special Limited Partner in the manner and order of priority set forth in Section 13.2(a), as soon as practicable.

13.3 No Obligation to Contribute Deficit

If any Partner or the Special Limited Partner has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), such Partner and the Special Limited Partner shall have no obligation to make any contribution to the capital of the Partnership with respect to such deficit, and such deficit shall not be considered a debt owed to the Partnership or to any other Person for any purpose whatsoever.

13.4 Rights of Limited Partners

(a) Except as otherwise provided in this Agreement, each Limited Partner shall look solely to the assets of the Partnership for the return of its Capital Contributions and shall have no right or power to demand or receive property other than cash from the Partnership.

(b) Except as otherwise provided in this Agreement, no Limited Partner shall have priority over any other Partner as to the return of its Capital Contributions, distributions, or allocations.

13.5 Notice of Dissolution

If a Liquidating Event occurs or an event occurs that would, but for the provisions of an election or objection by one or more Partners pursuant to Section 13.1, result in a dissolution of the Partnership, the General Partner shall, within thirty (30) days thereafter, provide written notice thereof to each of the Partners (including the Special Limited Partner).

13.6 Termination of Partnership and Cancellation of Certificate of Limited Partnership

Upon the completion of the liquidation of the Partnership’s assets, as provided in Section 13.2 hereof, the Partnership shall be terminated, a certificate of cancellation shall be filed, and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the state of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

13.7 Reasonable Time for Winding-Up

A reasonable time shall be allowed for the orderly winding-up of the business and affairs of the Partnership and the liquidation of its assets pursuant to Section 13.2 hereof in order to minimize any losses otherwise attendant upon such winding-up, and the provisions of this Agreement shall remain in effect among the Partners (including the Special Limited Partner) during the period of liquidation.

13.8 Waiver of Partition

Each Partner hereby waives any right to partition of the Partnership property.

Article 14.
AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS

14.1 Amendments

(a) (i) The General Partner shall have the power, without the consent of the Limited Partners, to amend this Agreement except as set forth in Sections 14.1(b) and 14.1(c) hereof.

(ii) The General Partner shall provide notice to the Limited Partners when any action under this Section 14.1(a) is taken in the next regular communication to the Limited Partners.

(b) Notwithstanding Section 14.1(a) hereof, this Agreement shall not be amended with respect to

(i) any Partner adversely affected without the Consent of such Partner adversely affected if such amendment would:

(A) convert a Limited Partner’s interest in the Partnership into a General Partner Interest;

(B) modify the limited liability of a Limited Partner in a manner adverse to such Limited Partner; or

(ii) any Limited Partner adversely affected without the Consent of Limited Partners holding more than fifty percent (50%) of the outstanding Percentage Interests of the Limited Partners adversely affected if such amendment would:

(A) alter or change Exchange Rights;

(B) create an obligation to make Capital Contributions not contemplated in this Agreement;

(C) alter or change the terms of this Agreement or the Exchange Rights Agreement regarding the rights of the limited partners with respect to Business Combinations;

(D) alter or change the distribution and liquidation rights provided in Section 5 and 13 hereto, except as otherwise permitted under this Agreement; or

(E) amend this Section 14.1(b)(ii).

Section 14.1(b)(i) does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all Partners adversely affected.

(c) Notwithstanding Section 14.1(a) hereof, no provision of this Agreement shall be amended or modified without the Special Limited Partner’s prior written consent if such amendment or modification (i) relates to the distributions, allocations or other rights and privileges of the Special Limited Partner or (ii) would amend this Section 14.1(c).

14.2 Meetings of the Partners

(a) (i) Meetings of the Partners may be called by the General Partner and shall be called upon the receipt by the General Partner of a written request by Limited Partners holding 25 percent or more of the Partnership Interests.

(ii) The request shall state the nature of the business to be transacted.

(iii) Notice of any such meeting shall be given to all Partners not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting.

(iv) Partners may vote in person or by proxy at such meeting.

(v) Whenever the vote or Consent of the Limited Partners is permitted or required under this Agreement, such vote or Consent may be given at a meeting of the Partners or may be given in accordance with the procedure prescribed in Section 14.1(a) hereof.

(vi) Except as otherwise expressly provided in this Agreement, the Consent of holders of a majority of the Percentage Interests held by Partners (including the General Partner) shall control.

(b) (i) Subject to Section 14.2(a)(vi), any action required or permitted to be taken at a meeting of the Partners may be taken without a meeting if a written consent setting forth the action so taken is signed by a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement).

(ii) Such consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of a majority of the Percentage Interests of the Partners (or such other percentage as is expressly required by this Agreement).

(iii) Such consent shall be filed with the General Partner.

(iv) An action so taken shall be deemed to have been taken at a meeting held on the effective date of the consent as certified by the General Partner.

(c) (i) Each Limited Partner may authorize any Person or Persons to act for him by proxy on all matters in which a Limited Partner is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting.

(ii) Every proxy must be signed by the Partner or an attorney-in-fact and a copy thereof delivered to the Partnership.

(iii) No proxy shall be valid after the expiration of eleven (11) months from the date thereof unless otherwise provided in the proxy.

(iv) Every proxy shall be revocable at the pleasure of the Partner executing it, such revocation to be effective upon the General Partner’s receipt of written notice of such revocation from the Partner executing such proxy.

(d) (i) Each meeting of the Partners shall be conducted by the General Partner or such other Person as the General Partner may appoint pursuant to such rules for the conduct of the meeting as the General Partner or such other Person deems appropriate.

(ii) Meetings of Partners may be conducted in the same manner as meetings of the stockholders of the General Partner and may be held at the same time, and as part of, meetings of the stockholders of the General Partner.

Article 15.
GENERAL PROVISIONS

15.1 Addresses and Notice

Any notice, demand, request or report required or permitted to be given or made to a Partner, Special Limited Partner, Indemnitee or Assignee under this Agreement shall be in writing and shall be deemed given or made when delivered in person or five days after being sent by first class United States mail or by overnight delivery or via facsimile to the Partner or Assignee at the address set forth in Exhibit A or such other address of which the Partner shall notify the General Partner in writing. Notwithstanding the foregoing, the General Partner may elect to deliver any such notice, demand, request or report by E-mail or by any other electronic means, in which case such communication shall be deemed given or made one day after being sent.

15.2 Titles and Captions

All article or section titles or captions in this Agreement are for convenience of reference only, shall not be deemed part of this Agreement and shall in no way define, limit, extend or describe the scope or intent of any provisions hereof. Except as specifically provided otherwise, references to “Articles” and “Sections” are to Articles and Sections of this Agreement.

15.3 Pronouns and Plurals

Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

15.4 Further Action

The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

15.5

Binding Effect

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

15.6

Creditors

Other than as expressly set forth herein with respect to the Indemnities, none of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

15.7

Waiver

No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach or any other covenant, duty, agreement or condition.

15.8

Counterparts

This Agreement may be executed in counterparts, all of which together shall constitute one agreement binding on all of the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto.

15.9

Applicable Law

This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of laws thereof.

15.10

Invalidity of Provisions

If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

15.11

Entire Agreement

This Agreement contains the entire understanding and agreement among the Partners with respect to the subject matter hereof and supersedes any other prior written or oral understandings or agreements among them with respect thereto.

15.12

Merger

Subject to Section 4.2 herein, the Partnership may merge with, or consolidate into, any Person or Entity in accordance with Section 17-211 of the Act.

15.13

No Rights as Stockholders

Nothing contained in this Agreement shall be construed as conferring upon the holders of the Partnership Units any rights whatsoever as stockholders of the General Partner, including, without limitation, any right to receive dividends or other distributions made to shareholders or to vote or to consent or receive notice as shareholders in respect to any meeting or shareholders for the election of directors of the General Partner or any other matter.

[SIGNATURE PAGE FOLLOWS]

Signature Page to Agreement of Limited Partnership of ARC Realty Finance Operating Partnership, L.P., among the undersigned and the other parties thereto.

	GENERAL PARTNER:

	ARC REALTY FINANCE TRUST, INC.

	By:	/s/ Peter M. Budko
	Name: Peter M. Budko
	Title: President and Secretary

	INITIAL LIMITED PARTNER:

	ARC REALTY FINANCE SPECIAL LIMITED PARTNERSHIP, LLC

	By:	AR Capital, LLC, its Member

	By:	/s/ Nicholas S. Schorsch
	Name: Nicholas S. Schorsch
	Title: Authorized Signatory

	SPECIAL LIMITED PARTNER:

	ARC REALTY FINANCE SPECIAL LIMITED PARTNERSHIP, LLC

	By:	AR Capital, LLC, its Member

	By:	/s/ Nicholas S. Schorsch
	Name: Nicholas S. Schorsch
	Title: Authorized Signatory

Corporate/Limited Liability Company Additional Limited Partner Signature Page to Agreement of Limited Partnership of ARC Realty Finance Operating Partnership, L.P., among the undersigned and the other parties thereto.

Dated: ____________ __, 20___	[Name of Corporation/LLC]

	By:
	Name:
	Title:

Individual Additional Limited Partner Signature Page to Agreement of Limited Partnership of ARC Realty Finance Operating Partnership, L.P., among the undersigned and the other parties thereto.

Dated: ____________ __, 20___

Partnership Limited Partner Signature Page to Agreement of Limited Partnership of ARC Realty Finance Operating Partnership, L.P., among the undersigned and the other parties thereto.

Dated: ____________ __, 20___	[Name of LP]

	By:
	Name:
	Title:

Exhibit A

Partners’ Contributions and Partnership Interests

Name and Address of Partner	Type of Interest	Capital Contribution		Number of Partnership Units	Percentage Interest
ARC Realty Finance Trust, Inc. 405 Park Avenue New York, New York 10022	General Partnership Interest	$	200,000	8,888	100	%

ARC Realty Finance Special Limited Partnership, LLC 405 Park Avenue New York, New York 10022	Special Limited Partnership Interest		None	Not applicable	Not applicable

A-1

Exhibit B

Allocations

1. Allocation of Net Income and Net Loss.

(a) General.

Net Income, Net Loss and, to the extent necessary, individual items of income, gain, loss or deduction, of the Partnership for each fiscal year or other applicable period of the Partnership shall be allocated among the General Partner and Limited Partners in accordance with their respective Percentage Interests;

Notwithstanding the foregoing, and subject only to the provisions of subparagraph 1(b) and, to the extent set forth in this clause (ii) below, subparagraph 1(c), Net Income shall first be allocated to the Special Limited Partner until the Special Limited Partner has received aggregate allocations of income for all fiscal years equal to the aggregate amount of distributions the Special Limited Partner is entitled to receive or has received with respect to the Special Limited Partner Interest for such fiscal year and all prior fiscal years, provided that in the event the Special Limited Partner’s entitlement to income allocations in such fiscal year would be satisfied pursuant to the allocations set forth in subparagraph 1(c) below, then such allocations shall be made pursuant to subparagraph 1(c) below in lieu of the provisions of this clause (ii).

(b) General Partner Gross Income Allocation. There shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period, before any other allocations are made hereunder, in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be deductible by the Partnership, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(b).

(c) Special Allocation with Respect to Sales. Items of income, gain, credit, loss and deduction of the Partnership for each fiscal year or other applicable period from Sales, other than any such items allocated under subparagraph 1(b), shall be allocated among the Partners in a manner that will, as nearly as possible (after giving effect to the allocations under subparagraph 1(a) and paragraph 2 cause the Capital Account balance of each Partner at the end of such fiscal year or other applicable period to equal (i) the amount of the distributions that would be made to such Partner pursuant to Section 5.1(b) of the Agreement if the Partnership were dissolved, its affairs wound up and its assets were sold for cash equal to their Gross Asset Value, taking into account any adjustments thereto for such period, all Partnership liabilities were satisfied in full in cash according to their terms (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and Net Sales Proceeds (after satisfaction of such liabilities) were distributed in full in accordance with Section 5.1(b) to the Partners immediately after making such allocations, minus (ii) the sum of such Partner’s share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed immediately prior to the hypothetical sale of assets.

B-1

2. Regulatory Allocations. Notwithstanding any provisions of paragraph 1 of this Exhibit B, the following special allocations shall be made.

(a) Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This subparagraph 2(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(a) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b) Partner Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any fiscal year, each Partner who has a share of the Partner Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Partner Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This subparagraph 2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this subparagraph 2(b) shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(c) Qualified Income Offset. If a Partner unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Partner has an Adjusted Capital Account Deficit, items of Partnership income (including gross income) and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This subparagraph 2(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

(d) Other Chargeback of Impermissible Negative Capital Account. To the extent any Partner has an Adjusted Capital Account Deficit at the end of any Partnership fiscal year, each such Partner shall be specially allocated items of Partnership income (including gross income) and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this paragraph 2(d) shall be made if and only to the extent that such Partner would have an Adjusted Capital Account Deficit after all other allocations provided for in this Exhibit B have been tentatively made as if this paragraph 2(d) were not in the Agreement.

B-2

(e) Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be allocated to the Partners in accordance with their respective Percentage Interests.

(f) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period with respect to a Partner Nonrecourse Debt shall be specially allocated to the Partner that bears the economic risk of loss for such Partner Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Regulations).

(g) Section 754 Adjustment. To the extent an adjustment to the adjusted tax basis of any asset of the Partnership pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Partners in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Regulations.

3. Curative Allocations. The General Partner is authorized to offset all Regulatory Allocations either with other Regulatory Allocations or with special allocations of other items of Partnership income, gain, loss, or deduction pursuant to this paragraph 3. Therefore, notwithstanding any other provision of this Exhibit B (other than the Regulatory Allocations and Tax Allocations), the General Partner shall make such offsetting allocations of Partnership income, gain, loss or deduction in whatever manner the General Partner determines appropriate so that, after such offsetting allocations are made, each Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Partner would have had if the Regulatory Allocations were not part of this Agreement.

4. Tax Allocations.

(a) Items of Income or Loss. Except as is otherwise provided in this Exhibit B, an allocation of Partnership Net Income or Net Loss to a Partner shall be treated as an allocation to such Partner of the same share of each item of income, gain, loss, deduction and item of tax-exempt income or Section 705(a)(2)(B) expenditure (or item treated as such expenditure pursuant to Regulations Section 1.704-1(b)(2)(iv)(i)) (“Tax Items”) that is taken into account in computing Net Income or Net Loss.

(b) Section 1245/1250 Recapture. If any portion of gain from the sale of Partnership assets is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 (“Affected Gain”), then such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated. This subparagraph 3(b) shall not alter the amount of Net Income (or items thereof) allocated among the Partners, but merely the character of such Net Income (or items thereof). For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income and Net Loss for such respective period.

B-3

(c) Precontribution Gain, Revaluations. With respect to any Contributed Property, the Partnership shall use any permissible method contained in the Regulations promulgated under Section 704(c) of the Code selected by the General Partner, in its sole discretion, to take into account any variation between the adjusted basis of such asset and the fair market value of such asset as of the time of the contribution (“Precontribution Gain”). Each Partner hereby agrees to report income, gain, loss and deduction on such Partner’s federal income tax return in a manner consistent with the method used by the Partnership. If any asset has a Gross Asset Value which is different from the Partnership’s adjusted basis for such asset for federal income tax purposes because the Partnership has revalued such asset pursuant to Regulations Section 1.704-1(b)(2)(iv)(f), the allocations of Tax Items shall be made in accordance with the principles of Section 704(c) of the Code and the Regulations and the methods of allocation promulgated thereunder. The intent of this subparagraph 3(c) is that each Partner who contributed to the capital of the Partnership a Contributed Property will bear, through reduced allocations of depreciation, increased allocations of gain or other items, the tax detriments associated with any Precontribution Gain. This subparagraph 3(c) is to be interpreted consistently with such intent.

(d) Excess Nonrecourse Liability Safe Harbor. Pursuant to Regulations Section 1.752-3(a)(3), solely for purposes of determining each Partner’s proportionate share of the “excess nonrecourse liabilities” of the Partnership (as defined in Regulations Section 1.752-3(a)(3)), the Partners’ respective interests in Partnership profits shall be determined under any permissible method reasonably determined by the General Partner; provided, however, that each Partner who has contributed an asset to the Partnership shall be allocated, to the extent possible, a share of “excess nonrecourse liabilities” of the Partnership which results in such Partner being allocated nonrecourse liabilities in an amount which is at least equal to the amount of income pursuant to Section 704(c) of the Code and the Regulations promulgated thereunder (the “Liability Shortfall”). If there is an insufficient amount of nonrecourse liabilities to allocate to each Partner an amount of nonrecourse liabilities equal to the Liability Shortfall, then an amount of nonrecourse liabilities in proportion to, and to the extent of, the Liability Shortfall shall be allocated to each Partner.

(e) References to Regulations. Any reference in this Exhibit B or the Agreement to a provision of proposed and/or temporary Regulations shall, if such provision is modified or renumbered, be deemed to refer to the successor provision as so modified or renumbered, but only to the extent such successor provision applies to the Partnership under the effective date rules applicable to such successor provision.)

(f) Successor Partners. For purposes of this Exhibit B, a transferee of a Partnership Interest shall be deemed to have been allocated the Net Income, Net Loss and other items of Partnership income, gain, loss, deduction and credit allocable to the transferred Partnership Interest that previously have been allocated to the transferor Partner pursuant to this Agreement.

B-4

EX-10.1 5 v344410_ex10-1.htm EXHIBIT 10.1

AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT

THIS AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT dated as of March 13, 2013 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), ARC Realty Finance Trust, Inc. (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).

WHEREAS, the Company intends to raise funds from Investors (as defined below) pursuant to a public offering (the “Offering”) for gross proceeds of not less than $2,000,000 (the “Minimum Amount”) from the sale of shares of common stock, par value $0.01 per share of the Company (the “Securities”), pursuant to the registration statement on Form S-11 of the Company (No. 333-186111) (as amended, the “Offering Document”) a copy of which is attached as Exhibit A hereto.

WHEREAS, the Company desires to establish an escrow account with the Escrow Agent for funds contributed by the Investors with the Escrow Agent in accordance with the Offering Document, to be held for the benefit of the Investors and the Company until such time as (i) in the case of subscriptions received from residents of Pennsylvania (“Pennsylvania Investors”), Securities sold in the Offering to all Investors equal, in the aggregate, to $100,000,000 (the “Pennsylvania Minimum Amount”), (ii) in the case of subscriptions received from residents of Washington (“Washington Investors”), Securities sold in the Offering to all Investors equal, in the aggregate, to $10,000,000 (the “Washington Minimum Amount”) and (iii) in the case of subscriptions received from all other Investors, Securities sold in the Offering equal the Minimum amount, in each case in accordance with the terms and subject to the conditions of this Agreement.

WHEREAS, the Escrow Agent is willing to accept appointment as escrow agent only for the express duties set forth herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Proceeds to be Escrowed. On or before the first date of the Offering, the Company shall establish an escrow account with the Escrow Agent to be invested in accordance with Section 9 hereof (including such abbreviations as are required for the Escrow Agent’s systems) (the “Escrow Account”). All checks, wire transfers and other funds received from subscribers of Securities (“Investors”, which term shall also include Washington and Pennsylvania Investors unless the context otherwise requires) in payment for the Securities (“Investor Funds”) will be delivered to the Escrow Agent within one (1) business day following the day upon which such Investor Funds are received by the Company or its agents, and shall, upon receipt by the Escrow Agent, be retained in escrow by the Escrow Agent and invested as stated herein. During the term of this Agreement, the Company or its agents shall cause all checks received by and made payable to it in payment for the Securities to be endorsed for favor of the Escrow Agent and delivered to the Escrow Agent for deposit in the Escrow Account.

The Company shall, and shall cause its agents to, cooperate with the Escrow Agent in separately accounting for Investor Funds from Washington and Pennsylvania Investors in the Escrow Account, and the Escrow Agent shall be entitled to rely upon information provided by the Company or its agents in this regard.

The Escrow Agent shall have no duty to make any disbursement, investment or other use of Investor Funds until and unless it has good and collected funds. If any checks deposited in the Escrow Account are returned or prove uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Company shall promptly reimburse the Escrow Agent for any and all costs incurred for such, upon request, and the Escrow Agent shall deliver the returned checks to the Company. The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent reserves the right to deny, suspend or terminate participation by an Investor to the extent the Escrow Agent deems it advisable or necessary to comply with applicable laws or to eliminate practices that are not consistent with the purposes of the Offering.

2. Investors. Investors will be instructed by the Dealer Manager or any soliciting dealers retained by the Dealer Manager in connection with the Offering (the “Soliciting Dealers”) to remit the purchase price in the form of checks (hereinafter “instruments of payment”) payable to the order of, or funds wired in favor of, “UMB BANK, N.A., ESCROW AGENT FOR ARC REALTY FINANCE TRUST, INC.” Any checks made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or Soliciting Dealer that submitted the check. By 12:00 p.m. (EST) the next business day after receipt of instruments of payment from the Offering, the Company or the Dealer Manager shall furnish the Escrow Agent with a list of the Investors who have paid for the Securities showing the name, address, tax identification number, the amount of Securities subscribed for purchase, the amount paid and whether such Investors are Washington or Pennsylvania Investors. The information comprising the identity of Investors shall be provided to the Escrow Agent in substantially the format set forth in the list of investors attached hereto as Exhibit B (the “List of Investors”). The Escrow Agent shall be entitled to conclusively rely upon the List of Investors in determining whether Investors are Washington or Pennsylvania Investors and shall have no duty to independently determine or verify the same.

When a Soliciting Dealer’s internal supervisory procedures are conducted at the site at which the subscription agreement and the check for the purchase of Securities were initially received by Soliciting Dealer from the subscriber, such Soliciting Dealer shall transmit the subscription agreement and such check to the Escrow Agent by the end of the next business day following receipt of the check for the purchase of Securities and subscription agreement. When, pursuant to such Soliciting Dealer’s internal supervisory procedures, such Soliciting Dealer’s final internal supervisory procedures are conducted at a different location (the “Final Review Office”), such Soliciting Dealer shall transmit the check for the purchase of Securities and subscription agreement to the Final Review Office by the end of the next business day following Soliciting Dealer’s receipt of the subscription agreement and the check for the purchase of Securities. The Final Review Office will, by the end of the next business day following its receipt of the subscription agreement and the check for the purchase of Securities, forward both the subscription agreement and such check to the Escrow Agent. If any subscription agreement solicited by a Soliciting Dealer is rejected by the Dealer Manager or the Company, then the subscription agreement and check for the purchase of Securities will be returned to the rejected subscriber within ten (10) business days from the date of rejection.

All Investor Funds deposited in the Escrow Account shall not be subject to any liens or charges by the Company or the Escrow Agent, or judgments or creditors’ claims against the Company, until and unless released to the Company as hereinafter provided. The Company understands and agrees that the Company shall not be entitled to any Investor Funds on deposit in the Escrow Account and no such funds shall become the property of the Company, or any other entity except as released to the Company pursuant to Sections 3,4, or 5 hereto. The Escrow Agent will not use the information provided to it by the Company for any purpose other than to fulfill its obligations as Escrow Agent hereunder. The Company and the Escrow Agent will treat all Investor information as confidential. The Escrow Agent shall not be required to accept any Investor Funds which are not accompanied by the information on the List of Investors.

3. Disbursement of Funds. Once proceeds from the sale of Securities equal the Minimum Amount (excluding Securities sold to Washington and Pennsylvania Investors), the Company shall notify the Escrow Agent of the same in writing. Further, if the Minimum Amount has not been sold on or prior to the Termination Date, the Company shall notify the Escrow Agent in writing of such. At the end of the third business day following the Termination Date (as defined in Section 6), the Escrow Agent shall notify the Company of the amount of the Investor Funds received. If the Minimum Amount has been obtained on or before the Termination Date, the Escrow Agent shall promptly notify the Company and, upon receiving acknowledgement of such notice and written instructions from the Company’s Chief Executive Officer, President or Chief Financial Officer to disburse the Investor Funds, subject to section 4, the Escrow Agent shall disburse to the Company, by check or wire transfer, the funds in the Escrow Account, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Agreement that remain outstanding. The Escrow Agent agrees that funds in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s Chief Executive Officer, President or Chief Financial Officer.

If the Company notifies the Escrow Agent in writing that the Minimum Amount has not been obtained prior to the Termination Date, the Escrow Agent shall promptly following the Termination Date, but in no event more than ten (10) business days after the Termination Date, refund to each Investor by check, funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Investor at the address provided on the List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9 (or the applicable substitute Form W-8 for foreign investors), the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with Internal Revenue Service (“IRS”) regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by the Escrow Agent.

If the Escrow Agent receives written notice from the Company that the Company intends to reject an Investor’s subscription, the Escrow Agent shall pay to the applicable Investor(s), within a reasonable time not to exceed ten (10) business days after receiving notice of the rejection, by first class United States Mail at the address provided on the List of Investors, or at such other address as shall be furnished to the Escrow Agent by the Investor in writing, all collected sums paid by the Investor for Securities and received by the Escrow Agent, together with the interest earned on such Investor Funds (determined in accordance with the terms and conditions specified herein).

4. Disbursement of Proceeds for Pennsylvania Investors. Notwithstanding the foregoing, proceeds from sales of Securities to Pennsylvania Investors will not count towards meeting the Minimum Amount for purposes of Section 3. Proceeds received from sales of Securities to Pennsylvania Investors will not be released from the Escrow Account until the Pennsylvania Minimum Amount is obtained. If the Pennsylvania Minimum Amount is obtained at any time prior to the Termination Date, the Escrow Agent shall promptly notify the Company and, upon receiving acknowledgement of such notice and written instructions from the Company’s Chief Executive Officer, President or Chief Financial Officer, the Escrow Agent shall disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing proceeds from Pennsylvania investors, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Agreement that remain outstanding. The Escrow Agent agrees that the Pennsylvania Minimum Amount in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s Chief Executive Officer, President or Chief Financial Officer.

If the Pennsylvania Minimum Amount has not been obtained prior to the Termination Date, upon written instructions from the Company’s Chief Executive Officer, President or Chief Financial Officer, the Escrow Agent shall promptly refund to each Pennsylvania Investor by check funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Pennsylvania Investor at the address provided on the List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Pennsylvania Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9, the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with IRS regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by Escrow Agent.

If the Escrow Agent is not in receipt of evidence of subscriptions accepted on or before the close of business on such date that is 120 days after the initial effective date of the Offering Document by the Securities and Exchange Commission (the “SEC”) (the “Initial Escrow Period”), and instruments of payment dated not later than that date, for the purchase of Securities providing for total purchase proceeds from all nonaffiliated sources that equal or exceed the Pennsylvania Minimum Amount, the Escrow Agent shall promptly notify the Company. Thereafter, the Company or its agents shall send to each Pennsylvania Investor by certified mail within ten (10) calendar days after the end of the Initial Escrow Period a notification substantially in the form of Exhibit F. If, pursuant to such notification, a Pennsylvania Investor requests the return of his or her Investor Funds within ten (10) calendar days after receipt of the notification (the “Request Period”), the Escrow Agent shall promptly refund directly to each Pennsylvania Investor the collected funds deposited in the Escrow Account on behalf of such Pennsylvania Investor or shall return the instruments of payment delivered, but not yet processed for collection prior to such time, to the address provided on the List of Investors, upon which the Escrow Agent shall be entitled to rely, together with interest income earned as determined in accordance with the terms and conditions specified herein (which interest shall be paid within five business days after the first business day of the succeeding month). Notwithstanding the above, if the Escrow Agent has not received an executed Form W-9 or substitute Form W-9 for such Pennsylvania Investor, the Escrow Agent shall thereupon remit an amount to such Pennsylvania Investor in accordance with the provisions hereof, withholding the applicable percentage for backup withholding in accordance with IRS regulations, as then in effect, from any interest income earned on Investor Funds (determined in accordance with the terms and conditions specified herein) attributable to such Pennsylvania Investor. However, the Escrow Agent shall not be required to remit such payments until the Escrow Agent has collected funds represented by such payments.

The Investor Funds of Pennsylvania Investors who do not request the return of their Investor Funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each a “Successive Escrow Period”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Escrow Period for each Successive Escrow Period until the occurrence of the earliest of (i) the Termination Date, (ii) the receipt and acceptance by the Company of subscriptions for the purchase of Securities with total purchase proceeds that equal or exceed the Pennsylvania Minimum Amount and the disbursement of the Escrow Account on the terms specified herein, and (iii) all funds held in the Escrow Account having been returned to the Pennsylvania Investors in accordance with the provisions hereof.

5. Disbursement of Proceeds for Washington Investors. Notwithstanding the foregoing, proceeds from sales of Securities to Washington Investors will not count towards meeting the Minimum Amount for purposes of Section 3. Proceeds received from sales of Securities to Washington Investors will not be released from the Escrow Account until the Washington Minimum Amount is obtained. If the Washington Minimum Amount is obtained at any time prior to the Termination Date, the Escrow Agent shall promptly notify the Company and, upon receiving acknowledgement of such notice and written instructions from the Company’s Chief Executive Officer, President or Chief Financial Officer, the Escrow Agent shall disburse to the Company, by check or wire transfer, the funds in the Escrow Account representing proceeds from Washington investors, except for amounts payable by the Company to the Escrow Agent pursuant to Exhibit D to this Agreement that remain outstanding. The Escrow Agent agrees that the Washington Minimum Amount in the Escrow Account shall not be released to the Company until and unless the Escrow Agent receives written instructions to release the funds from the Company’s Chief Executive Officer, President or Chief Financial Officer.

If the Washington Minimum Amount has not been obtained prior to the Termination Date, upon written instructions from the Company’s Chief Executive Officer, President or Chief Financial Officer, the Escrow Agent shall promptly refund to each Washington Investor by check funds deposited in the Escrow Account, or shall return the instruments of payment delivered to Escrow Agent if such instruments have not been processed for collection prior to such time, directly to each Washington Investor at the address provided on the List of Investors. Included in the remittance shall be a proportionate share of the income earned in the account allocable to each Washington Investor’s investment in accordance with the terms and conditions specified herein, except that in the case of Investors who have not provided an executed Form W-9 or substitute Form W-9, the Escrow Agent shall withhold the applicable percentage of the earnings attributable to those Investors in accordance with IRS regulations. Notwithstanding the foregoing, the Escrow Agent shall not be required to remit any payments until funds represented by such payments have been collected by Escrow Agent.

6. Term of Escrow. The “Termination Date” shall be the earliest of: (i) February 12, 2014, the one year anniversary of the date the Offering Document was initially declared effective by the SEC, if the Minimum Amount has not been obtained prior to such date; (ii) the close of business on February 12, 2015, the two year anniversary of the date the Offering Document was initially declared effective by the SEC; (iii) the date on which all funds held in the Escrow Account are distributed to the Company or to Investors pursuant to Section 3, for Pennsylvania Investors, Section 4, for Washington Investors, Section 5 and the Company has informed the Escrow Agent in writing to close the Escrow Account; (iv) the date the Escrow Agent receives written notice from the Company that it is abandoning the sale of the Securities; and (v) the date the Escrow Agent receives notice from the SEC or any other federal regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days. After the Termination Date, the Company and its agents shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective Investors.

7. Duty and Liability of the Escrow Agent. The sole duty of the Escrow Agent shall be to receive Investor Funds and hold them subject to release, in accordance herewith, and the Escrow Agent shall be under no duty to determine whether the Company or the Dealer Manager is complying with requirements of this Agreement, the Offering or applicable securities or other laws in tendering the Investor Funds to the Escrow Agent. No other agreement entered into between the parties, or any of them, shall be considered as adopted or binding, in whole or in part, upon the Escrow Agent notwithstanding that any such other agreement may be referred to herein or deposited with the Escrow Agent or the Escrow Agent may have knowledge thereof, including specifically but without limitation, the Offering Document or any other document relating to the Offering (including the subscription agreement and exhibits thereto), and the Escrow Agent’s rights and responsibilities shall be governed solely by this Agreement. The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the Offering Document or any other document relating to the Offering (including the subscription agreement and exhibits thereto) or other agreement between the Company and any other party. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall have no duty or liability to verify any such statement, certificate, notice, request, consent, order or other document, and its sole responsibility shall be to act only as expressly set forth in this Agreement. Concurrent with the execution of this Agreement, the Company and the Dealer Manager shall each deliver to the Escrow Agent an authorized signers form in the form of Exhibit C or Exhibit C-1 to this Agreement, as applicable. The Escrow Agent shall be under no obligation to institute or defend any action, suit or proceeding in connection with this Agreement unless first indemnified to its satisfaction. The Escrow Agent may consult counsel of its own choice with respect to any question arising under this Agreement and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence or willful misconduct was the primary cause of loss. The Escrow Agent is acting solely as escrow agent hereunder and owes no duties, covenants or obligations, fiduciary or otherwise, to any other person by reason of this Agreement, except as otherwise stated herein, and no implied duties, covenants or obligations, fiduciary or otherwise, shall be read into this Agreement against the Escrow Agent. If any disagreement between any of the parties to this Agreement, or between any of them and any other person, including any Investor, resulting in adverse claims or demands being made in connection with the matters covered by this Agreement, or if the Escrow Agent is in doubt as to what action it should take hereunder, the Escrow Agent may, at its option, refuse to comply with any claims or demands on it, or refuse to take any other action hereunder, so long as such disagreement continues or such doubt exists, and in any such event, the Escrow Agent shall not be or become liable in any way or to any person for its failure or refusal to act, and the Escrow Agent shall be entitled to continue so to refrain from acting until (i) the rights of all interested parties shall have been fully and finally adjudicated by a court of competent jurisdiction, or (ii) all differences shall have been adjudged and all doubt resolved by agreement among all of the interested persons, and the Escrow Agent shall have been notified thereof in writing signed by all such persons. Notwithstanding the foregoing, the Escrow Agent may in its discretion obey the order, judgment, decree or levy of any court, whether with or without jurisdiction and the Escrow Agent is hereby authorized in its sole discretion to comply with and obey any such orders, judgments, decrees or levies. If any controversy should arise with respect to this Agreement, the Escrow Agent shall have the right, at its option, to institute an interpleader action in any court of competent jurisdiction to determine the rights of the parties. IN NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND REGARDLESS OF THE FORM OF ACTION. The parties hereto agree that the Escrow Agent has no role in the preparation of the Offering Document or any other document related to the Offering (including the subscription agreement and exhibits thereto) and makes no representations or warranties with respect to the information contained therein or omitted therefrom. The Escrow Agent shall have no obligation, duty or liability with respect to compliance with any federal or state securities, disclosure or tax laws concerning the Offering Document or any other document related to the Offering (including the subscription agreement and exhibits thereto) or the issuance, offering or sale of the Securities. The Escrow Agent shall have no duty or obligation to monitor the application and use of the Investor Funds once transferred to the Company, that being the sole obligation and responsibility of the Company.

8. Escrow Agent’s Fee. The Escrow Agent shall be entitled to compensation for its services as stated in the fee schedule attached hereto as Exhibit D, which compensation shall be paid by the Company. The fee agreed upon for the services rendered hereunder is intended as full compensation for the Escrow Agent’s services as contemplated by this Agreement; provided, however, that if (i) the conditions for the disbursement of funds under this Agreement are not fulfilled, (ii) the Escrow Agent renders any material service not contemplated in this Agreement, (iii) there is any assignment of interest in the subject matter of this Agreement, (iv) there is any material modification hereof, (v) if any material controversy arises hereunder, or (vi) the Escrow Agent is made a party to any litigation pertaining to this Agreement, or the subject matter hereof, then the Escrow Agent shall be reasonably compensated for such extraordinary services and reimbursed for all costs and expenses, including reasonable attorney’s fees, occasioned by any delay, controversy, litigation or event, and the same shall be recoverable from the Company. The Company’s obligations under this Section 8 shall survive the resignation or removal of the Escrow Agent and the assignment or termination of this Agreement.

9. Investment of Investor Funds. The Investor Funds shall be deposited in the Escrow Account in accordance with Section 1. The Escrow Agent is hereby directed to invest all funds received under this Agreement, including principal and interest in, the UMB Bank Money Market Deposit Account, as directed in writing in the form of Exhibit E to this Agreement. In the absence of written investment instructions from the Company to the contrary, the Escrow Agent is hereby directed to invest the Investor Funds in the UMB Bank Money Market Deposit Account. Notwithstanding the foregoing, Investor Funds shall not be invested in anything other than “Short Term Investments” in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934, as amended. The following are not permissible investments: (a) money market mutual funds; (b) corporate debt or equity securities; (c) repurchase agreements; (d) banker’s acceptance; (e) commercial paper; and (f) municipal securities. Any interest received by the Escrow Agent with respect to the Investor Funds, including reinvested interest shall become part of the Investor Funds, and shall be disbursed pursuant to Section 3, for Pennsylvania Investors, Section 4 and for Washington investors, Section 5.

The Escrow Agent shall be entitled to sell or redeem any such investments as necessary to make any payments or distributions required under this Agreement. The Escrow Agent shall have no responsibility or liability for any loss which may result from any investment made pursuant to this Agreement, or for any loss resulting from the sale of such investment. The parties acknowledge that the Escrow Agent is not providing investment supervision, recommendations, or advice.

On or prior to the date of this Agreement, the Company shall provide the Escrow Agent with a certified tax identification number by furnishing an appropriate IRS form W-9 or W-8 (or substitute Form W-9 or W-8) and other forms and documents that the Escrow Agent may reasonably request, including without limitation a tax form for each Investor. The Company understands that if such tax reporting documentation is not so certified to the Escrow Agent, the Escrow Agent may be required by the Internal Revenue Code of 1986, as amended, to withhold a portion of any interest or other income earned on the Investor Funds pursuant to this Agreement. For tax reporting purposes, all interest and other income from investment of the Investor Funds shall, as of the end of each calendar year and to the extent required by the IRS, be reported as having been earned by the party to whom such interest or other income is distributed, in the year in which it is distributed.

The Company agrees to indemnify and hold the Escrow Agent harmless from and against any taxes, additions for late payment, interest, penalties and other expenses that may be assessed against the Escrow Agent on or with respect to any payment or other activities under this Agreement unless any such tax, addition for late payment, interest, penalties and other expenses shall be determined by a court of competent jurisdiction to have been caused by the Escrow Agent’s gross negligence or willful misconduct. The terms of this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

10. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (a) on the date of service if served personally on the party to whom notice is to be given, (b) on the day of transmission if sent by facsimile/email transmission bearing an authorized signature to the facsimile number/email address given below, and written confirmation of receipt is obtained promptly after completion of transmission, (c) on the day after delivery to Federal Express or similar overnight courier or the Express Mail service maintained by the United States Postal Service, or (d) on the fifth day after mailing, if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed, return receipt requested, to the party as follows:

If to the Company:

ARC Realty Finance Trust, Inc.

405 Park Avenue, 15th Floor
New York, New York 10022
Fax: (212) 421-5799
Attention: Peter M. Budko, President and Secretary

with a copy to:

Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309-3424
Telephone: (404) 881-7000
Fax: (404) 881-7777
Attention: Rosemarie A. Thurston, Esq.

If to the Dealer Manager:

Realty Capital Securities, LLC
Three Copley Place
Suite 3300
Boston, Massachusetts 02116
Attention: Louisa Quarto, President

with a copy to:

Alston & Bird LLP
1201 West Peachtree Street
Atlanta, GA 30309-3424
Telephone: (404) 881-700
Fax: (404) 881-7777
Attention: Rosemarie A. Thurston, Esq.

and:

ARC Realty Finance Trust, Inc.
405 Park Avenue, 15th Floor
New York, New York 10022
Fax: (212) 421-5799
Attention: Peter M. Budko, President and Secretary

If to Escrow Agent:

UMB Bank, N.A.
1010 Grand Blvd., 4th Floor
Mail Stop: 1020409
Kansas City, Missouri 64106
Attention: Lara Stevens, Corporate Trust
Telephone: (816) 860-3017
Facsimile: (816) 860-3029

Email: lara.stevens@umb.com

Any party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above.

11. Indemnification of Escrow Agent. The Company and the Dealer Manager hereby agree to jointly and severally indemnify, defend and hold harmless the Escrow Agent from and against, any and all loss, liability, cost, damage and expense, including, without limitation, reasonable counsel fees and expenses, which the Escrow Agent may suffer or incur by reason of any action, claim or proceeding brought against the Escrow Agent arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates unless such loss, liability, cost, damage or expense is finally determined by a court of competent jurisdiction to have been primarily caused by the gross negligence or willful misconduct of the Escrow Agent. The terms of this Section shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.

12. Successors and Assigns. Except as otherwise provided in this Agreement, no party hereto shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other parties hereto and any such attempted assignment without such prior written consent shall be void and of no force and effect. This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Escrow Agent is a party, shall be and become the successor Escrow Agent under this Agreement and shall have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act.

13. Governing Law; Jurisdiction. This Agreement shall be construed, performed, and enforced in accordance with, and governed by, the internal laws of the State of New York, without giving effect to the principles of conflicts of laws thereof.

14. Severability. If any provision of this Agreement is declared by any court or other judicial or administrative body to be null, void, or unenforceable, said provision shall survive to the extent it is not so declared, and all of the other provisions of this Agreement shall remain in full force and effect.

15. Amendments; Waivers. This Agreement may be amended or modified, and any of the terms, covenants, representations, warranties, or conditions hereof may be waived, only by a written instrument executed by the parties hereto, or in the case of a waiver, by the party waiving compliance. Any waiver by any party of any condition, or of the breach of any provision, term, covenant, representation, or warranty contained in this Agreement, in any one or more instances, shall not be deemed to be nor construed as further or continuing waiver of any such condition, or of the breach of any other provision, term, covenant, representation, or warranty of this Agreement. The Company and the Dealer Manager agree that any requested waiver, modification or amendment of this Agreement shall be consistent with the terms of the Offering.

16. Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the escrow contemplated hereby and supersedes and replaces all prior and contemporaneous agreements and understandings, oral or written, with regard to such escrow.

17. Section Headings. The section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

18. Counterparts. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument.

19. Resignation. The Escrow Agent may resign upon 30 days’ advance written notice to the parties hereto. If a successor escrow agent is not appointed by the Company within the 30-day period following such notice, the Escrow Agent may petition any court of competent jurisdiction to name a successor escrow agent, or may interplead the Investor Funds with such court, whereupon the Escrow Agent’s duties hereunder shall terminate.

20. References to Escrow Agent. Other than the Offering Document, any of the other documents related to the Offering (including the subscription agreement and exhibits thereto) and any amendments thereof or supplements thereto, no printed or other matter in any language (including, without limitation, notices, reports and promotional material) which mentions the Escrow Agent’s name or the rights, powers, or duties of the Escrow Agent shall be issued by the Company or the Dealer Manager, or on the Company’s or the Dealer Manager’s behalf, unless the Escrow Agent shall first have given its specific written consent thereto. Notwithstanding the foregoing, any amendment or supplement to the Offering Document or any other document related to the Offering (including the subscription agreement and exhibits thereto) that revises, alters, modifies, changes or adds to the description of the Escrow Agent or its rights, powers or duties hereunder shall not be issued by the Company or the Dealer Manager, or on the Company’s or Dealer Manager’s behalf, unless the Escrow Agent has first given specific written consent thereto.

21. Patriot Act Compliance; OFAC Search Duties. The Company shall provide to the Escrow Agent upon the execution of this Agreement any documentation requested and any information reasonably requested by the Escrow Agent to comply with the USA Patriot Act of 2001, as amended from time to time. The Escrow Agent, or its agent, shall complete a search with the Office of Foreign Assets Control (“OFAC Search”), in compliance with its policy and procedures, of each subscription check for the purchase of Securities and shall inform the Company if a subscription check for the purchase of Securities fails the OFAC Search.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Escrow Agreement to be executed the date and year first set forth above.

ARC REALTY FINANCE TRUST, INC.

By:	/s/ Peter M. Budko
	Name: Peter M. Budko
	Title: President and Secretary

REALTY CAPITAL SECURITIES, LLC

By:	/s/ Louisa Quarto
	Name: Louisa Quarto
	Title: President

UMB BANK, N.A., as Escrow Agent

By:	/s/ Lara L. Stevens
	Name: Lara L. Stevens
	Title: Vice President

Exhibit A

Copy of Offering Document

Exhibit B

List of Investors

Pursuant to the Amended and Restated Escrow Agreement dated as of March 13, 2013, among Realty Capital Securities, LLC, ARC Realty Finance Trust, Inc. (the “Company”), and UMB Bank, N.A. (the “Escrow Agent”), the Company or its agents hereby certifies that the following Investors have paid money for the purchase of shares of the Company’s common stock, par value $0.01 (“Securities”), and the money has been deposited with the Escrow Agent:

Name of Investor
Address
Tax Identification Number
Amount of Securities subscribed for
Amount of money paid and deposited with Escrow Agent
Is Investor a resident of Pennsylvania (Yes or No)?
Is Investor a resident of Washington (Yes or No)?

Dated:

REALTY CAPITAL SECURITIES, LLC

By:
	Name: Louisa Quarto
	Title: President

Exhibit C

CERTIFICATE AS TO AUTHORIZED SIGNATURES

Account Name:

Account Number:

The specimen signatures shown below are the specimen signatures of the individuals who have been designated as Authorized Representatives of ARC Realty Finance Trust, Inc. and are authorized to initiate and approve transactions of all types for the above-mentioned account on behalf of ARC Realty Finance Trust, Inc.

Name/Title	Specimen Signature

Nicholas S. Schorsch Chief Executive Officer
Nicholas S. Schorsch Chief Executive Officer	Signature

Peter M. Budko President and Secretary
Peter M. Budko President and Secretary	Signature

Nicholas Radesca
Executive Vice President and Chief Financial Officer	Signature

Exhibit C-1

CERTIFICATE AS TO AUTHORIZED SIGNATURES

Account Name:

Account Number:

The specimen signatures shown below are the specimen signatures of the individuals who have been designated as Authorized Representatives of Realty Capital Securities, LLC and are authorized to initiate and approve transactions of all types for the above-mentioned account on behalf of Realty Capital Securities, LLC.

Name/Title	Specimen Signature

Edward M. Weil, Jr. Chief Executive Officer
Edward M. Weil, Jr. Chief Executive Officer	Signature

Louisa Quarto President
Louisa Quarto President	Signature

John H. Grady
Chief Operating Officer and Chief Compliance Officer	Signature

Exhibit D

ESCROW FEES AND EXPENSES

Acceptance Fee

Review escrow agreement, establish account $3,000
DST Agency Engagement (if applicable) $250

Annual Fees

Annual Escrow Agent $2,500
BAI Files $50 per month
Outgoing Wire Transfer $15 each
Daily Recon File to Transfer Agent $2.50 per Bus. Day
Web Exchange Access $15 per month
Overnight Delivery/Mailings $16.50 each
IRS Tax Reporting $10 per 1099

Fees specified are for the regular, routine services contemplated by the Amended and Restated Escrow Agreement, and any additional or extraordinary services, including, but not limited to disbursements involving a dispute or arbitration, or administration while a dispute, controversy or adverse claim is in existence, will be charged based upon time required at the then standard hourly rate. In addition to the specified fees, all expenses related to the administration of the Amended and Restated Escrow Agreement (other than normal overhead expenses of the regular staff) such as, but not limited to, travel, postage, shipping, courier, telephone, facsimile, supplies, legal fees, accounting fees, etc., will be reimbursable.

Acceptance fee and first year Annual Escrow Agent fee will be payable at the initiation of the escrow. Thereafter, the Annual Escrow Agent fees will be billed in advance and transactional fees will be billed in arrears. Other fees and expenses will be billed as incurred.

Exhibit E

Agency and Custody Account Direction
For Cash Balances
UMB Bank Money Market Deposit Accounts

Direction to use the following UMB Bank Money Market Deposit Accounts for Cash Balances for the escrow account (the “Account”) created under the Amended and Restated Escrow Agreement to which this Exhibit E is attached.

You are hereby directed to deposit, as indicated below, or as we shall direct further in writing from time to time, all cash in the Account in the following money market deposit account of UMB Bank, N.A. (“Bank”):

UMB Bank Money Market Deposit Account (“MMDA”)

We acknowledge that we have full power to direct investments in the Account.

We understand that we may change this direction at any time and that it shall continue in effect until revoked or modified by us by written notice to you.

ARC Realty Finance Trust, Inc.

By:
	Signature

Date

Exhibit F

[Form of Notice to Pennsylvania Investors]

You have tendered a subscription to purchase shares of common stock of ARC Realty Finance Trust, Inc. (the “Company”). Your subscription is currently being held in escrow. The guidelines of the Pennsylvania Securities Commission do not permit the Company to accept subscriptions from Pennsylvania residents until an aggregate of $100,000,000 of gross offering proceeds have been received by the Company. The Pennsylvania guidelines provide that until this minimum amount of offering proceeds is received by the Company, every 120 days during the offering period Pennsylvania Investors may request that their subscription be returned. If you wish to continue your subscription in escrow until the Pennsylvania minimum subscription amount is received, nothing further is required.

If you wish to terminate your subscription for the Company’s common stock and have your subscription returned please so indicate below, sign, date, and return to the Escrow Agent, UMB Bank, N.A. at 1010 Grand Blvd., 4th Floor, Mail Stop: 1020409, Kansas City, Missouri 64106, Attn: Lara Stevens, Corporate Trust.

I hereby terminate my prior subscription to purchase shares of common stock of ARC Realty Finance Trust, Inc. and request the return of my subscription funds. I certify to ARC Realty Finance Trust, Inc. that I am a resident of Pennsylvania.

Signature:

Name:
	(please print)

Date:

Please send the subscription refund to:

EX-10.2 6 v344410_ex10-2.htm EXHIBIT 10.2

ADVISORY AGREEMENT

BY AND AMONG

ARC REALTY FINANCE TRUST, INC.,

ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P.,

AND

ARC REALTY FINANCE ADVISORS, LLC

Dated as of February 12, 2013

TABLE OF CONTENTS

		Page

1. DEFINITIONS		1

2. APPOINTMENT		6

3. DUTIES OF THE ADVISOR		6

4. AUTHORITY OF ADVISOR		8

5. FIDUCIARY RELATIONSHIP		8

6. NO PARTNERSHIP OR JOINT VENTURE		8

7. BANK ACCOUNTS		9

8. RECORDS; ACCESS		9

9. LIMITATIONS ON ACTIVITIES		9

10. FEES		9

11. EXPENSES		11

12. OTHER SERVICES		12

13. REIMBURSEMENT TO THE ADVISOR		12

14. OTHER ACTIVITIES OF THE ADVISOR		12

15. THE AMERICAN REALTY CAPITAL NAME		13

16. TERM OF AGREEMENT		13

17. TERMINATION BY THE PARTIES		13

18. ASSIGNMENT TO AN AFFILIATE	13

19. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION	13

20. NON-SOLICITATION	14

21. INCORPORATION OF THE ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP AGREEMENT	14

22. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP	14

23. INDEMNIFICATION BY ADVISOR	15

24. NOTICES	15

25. MODIFICATION	16

26. SEVERABILITY	16

27. GOVERNING LAW	16

28. ENTIRE AGREEMENT	16

29. NO WAIVER	17

30. PRONOUNS AND PLURALS	17

31. HEADINGS	17

32. EXECUTION IN COUNTERPARTS	17

ADVISORY AGREEMENT

THIS ADVISORY AGREEMENT (this “Agreement”) dated as of February 12, 2013, is entered into among ARC Realty Finance Trust, Inc., a Maryland corporation (the “Company”), ARC Realty Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and ARC Realty Finance Advisors, LLC, a Delaware limited liability company.

WITNESSETH

WHEREAS, the Company is a Maryland corporation organized in accordance with Maryland General Corporation Law and intends to qualify as a REIT;

WHEREAS, the Company is the general partner of the Operating Partnership;

WHEREAS, the Company and the Operating Partnership desire to avail themselves of the experience, sources of information, advice, assistance and certain facilities of the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of the Board of Directors, all as provided herein; and

WHEREAS, the Advisor is willing to render such services, subject to the supervision of the Board of Directors, on the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto, intending to be legally bound, hereby agree as follows.

1. DEFINITIONS. As used in this Agreement, the following terms have the definitions set forth below:

“Acquisition Expenses” means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Operating Partnership, the Advisor or any of their Affiliates in connection with the selection, evaluation, acquisition, origination, making or development of any Investments, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, brokerage fees, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums, the costs of performing due diligence, and miscellaneous expenses related to selection and acquisition of Investments, whether or not acquired.

“Acquisition Fee” means the fee payable to the Advisor or its Affiliates pursuant to Section 10(a).

“Advisor” means ARC Realty Finance Advisors, LLC, a Delaware limited liability company, any successor advisor to the Company and the Operating Partnership, or any Person to which ARC Realty Finance Advisors, LLC or any successor advisor subcontracts substantially all its functions. Notwithstanding the foregoing, a Person hired or retained by ARC Realty Finance Advisors, LLC to perform property management and related services for the Company or the Operating Partnership that is not hired or retained to perform substantially all the functions of ARC Realty Finance Advisors, LLC with respect to the Company and the Operating Partnership as a whole shall not be deemed to be an Advisor.

“Affiliate” or “Affiliated” means with respect to any Person, (i) any other Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such Person; (ii) any other Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such Person; (iii) any other Person directly or indirectly controlling, controlled by or under common control with such Person; (iv) any executive officer, director, trustee or general partner of such Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner. For purposes of this definition, the terms “controls,” “is controlled by” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights, by contract or otherwise.

“Annual Subordinated Performance Fee” means the fees payable to the Advisor or its assignees pursuant to Section 10(e).

“Articles of Incorporation” means the charter of the Company, as amended from time to time.

“Asset Management Fee” means the fees payable to the Advisor or its Affiliates pursuant to Section 10(d).

“Average Invested Assets” has the meaning set forth in the Articles of Incorporation. For an equity interest owned in a Joint Venture, the calculation of Average Invested Assets shall take into consideration the underlying Joint Venture’s aggregate book value for the equity interest.

“Board of Directors” or “Board” means the Board of Directors of the Company.

“Bylaws” means the bylaws of the Company, as amended and as the same are in effect from time to time.

“Cause” means (i) fraud, criminal conduct, willful misconduct or illegal or negligent breach of fiduciary duty by the Advisor, or (ii) if any of the following events occur: (A) the Advisor shall breach any material provision of this Agreement, and after written notice of such breach, shall not cure such default within thirty (30) days or have begun action within thirty (30) days to cure the default which shall be completed with reasonable diligence; (B) 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, for all or substantially all its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against the Advisor for reorganization, and such adjudication or order shall remain in force or unstayed for a period of thirty (30) days; or (C) 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 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.

“Change of Control” means a change of control of the Company of a nature that would be required to be reported in response to the disclosure requirements of Schedule 14A of Regulation 14A promulgated under the Exchange Act, as enacted and in force on the date hereof, whether or not the Company is then subject to such reporting requirements; provided, however, that, without limitation, a Change of Control shall be deemed to have occurred if: (i) any “person” (within the meaning of Section 13(d) of the Exchange Act, as enacted and in force on the date hereof) is or becomes the “beneficial owner” (as that term is defined in Rule 13d-3, as enacted and in force on the date hereof, under the Exchange Act) of securities of the Company representing 9.8% or more of the combined voting power of the Company’s securities then outstanding; (ii) there occurs a merger, consolidation or other reorganization of the Company which is not approved by the Board of Directors; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all the assets of the Company to another Person, which disposition is not approved by the Board of Directors; or (iv) there occurs a contested proxy solicitation of the Stockholders that results in the contesting party electing candidates to a majority of the Board of Directors’ positions next up for election.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Common Stock” means the shares of the Company’s common stock, par value $0.01 per share.

“Competitive Real Estate Commission” means a real estate or brokerage commission for the purchase or sale of an asset which is reasonable, customary and competitive in light of the size, type and location of the asset.

“Contract Purchase Price” has the meaning set forth in the Articles of Incorporation.

“Contract Sales Price” means the total consideration received by the Company for the sale of an Investment.

“Cost of Investments” means the Contract Purchase Price of Investments acquired, Acquisition Expenses, capital expenditures and other customarily capitalized costs, but excludes Acquisition Fees.

“Dealer Manager” means Realty Capital Securities, LLC, or such other Person selected by the Board of Directors to act as the dealer manager for the Offering.

“Dealer Manager Fee” means the fee from the sale of Shares in a Primary Offering, payable to the Dealer Manager for serving as the dealer manager of such Primary Offering.

“Director” means a director of the Company.

“Disposition Fee” means the fees payable to the Advisor pursuant to Section 10(c).

“Distributions” means any distributions of money or other property by the Company to Stockholders, including distributions that may constitute a return of capital for U.S. federal income tax purposes.

“Excess Amount” has the meaning set forth in Section 13.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor statute thereto. Reference to any provision of the Exchange Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Expense Year” has the meaning set forth in Section 13.

“Financings” means any indebtedness or obligations in respect of borrowed money or evidenced by bonds, notes, debentures, deeds of trust, letters of credit or similar instruments, including mortgages and mezzanine loans.

“FINRA” means the Financial Industry Regulatory Authority.

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“Good Reason” means: (i) any failure to obtain a satisfactory agreement from any successor to the Company or the Operating Partnership to assume and agree to perform obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by the Company or the Operating Partnership.

“Gross Proceeds” means the aggregate purchase price of all Shares sold for the account of the Company through an Offering, without deduction for Selling Commissions, Dealer Manager Fees, volume discounts, any marketing support and due diligence expense reimbursement or Organization and Offering Expenses. For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Selling Commissions are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the Company are not reduced) shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus for such Offering without reduction.

“Indemnitee” has the meaning set forth in Section 22.

“Independent Director” has the meaning set forth in the Articles of Incorporation.

“Independent Valuation Advisor” means a firm that is (i) engaged in the business of conducting appraisals on real estate properties, (ii) not an affiliate of the Advisor and (iii) engaged by the Company with the Board’s approval to appraise the Real Properties and other Investments pursuant to the Valuation Guidelines.

“Investments” means any investments by the Company or the Operating Partnership, directly or indirectly, in Real Estate Assets, Real Estate Related Loans or any other asset.

“Joint Ventures” means the joint venture or partnership or other similar arrangements (other than between the Company and the Operating Partnership) in which the Company or the Operating Partnership or any of their subsidiaries is a co-venturer, limited liability company member, limited partner or general partner, which are established to acquire or hold Investments.

“Listing” means the listing of the Common Stock on a national securities exchange, or the inclusion of the Common Stock for trading in the over-the-counter-market.

“NAREIT FFO” means funds from operations (“FFO”) consistent with the standards established by the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) as revised in February 2004 and as modified by NAREIT from time to time.

“NASAA REIT Guidelines” means the Statement of Policy Regarding Real Estate Investment Trusts as revised and adopted by the North American Securities Administrators Association on May 7, 2007, as the same may be amended from time to time.

“NAV” means the Company’s net asset value, calculated pursuant to the Valuation Guidelines.

“NAV Pricing Date” means the date within six months of February 12, 2015, or two years from the commencement of the Offering, that the Company begins selling shares in its initial Offering at a price equal to per share NAV; provided that the NAV Pricing Date may be earlier if required by FINRA, the SEC or other applicable regulatory authority.

“Net Income” means, for any period, the Company’s total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Company’s assets.

“Notice” has the meaning set forth in Section 24.

“Offering” means any public offering and sale of Shares pursuant to an effective registration statement filed under the Securities Act.

“Operating Partnership Agreement” means the Agreement of Limited Partnership of the Operating Partnership, among the Company, the Operating Partnership and ARC Realty Finance Special Limited Partner, LLC, as the same may be amended from time to time.

“OP Units” means units of limited partnership interest in the Operating Partnership.

“Organization and Offering Expenses” means all expenses (other than the Selling Commission and the Dealer Manager Fee) to be paid by the Company in connection with an Offering, including legal, accounting, printing, mailing and filing fees, charges of the escrow holder, transfer agent expenses, due diligence expense reimbursements to the Dealer Manager and the Soliciting Dealers and amounts to reimburse the Advisor for its portion of the salaries of the employees of its affiliates who provide services to the Advisor and other costs in connection with administrative oversight of the Offering and marketing process and preparing supplemental sales materials, holding educational conferences and attending retail seminars conducted by soliciting dealers.

“Person” has the meaning set forth in the Articles of Incorporation.

“Primary Offering” means the portion of an Offering other than the Shares offered pursuant to the Company’s distribution reinvestment plan.

“Prospectus” means a final prospectus of the Company filed pursuant to Rule 424(b) of the Securities Act, as the same may be amended or supplemented from time to time.

“Real Estate Assets” means any investment by the Company or the Operating Partnership in unimproved and improved Real Property (including fee or leasehold interests, options and leases), directly, through one or more subsidiaries or through a Joint Venture.

“Real Estate Related Loans” means any investments in mortgage loans and other types of real estate related debt financing, including first mortgage loans, mezzanine loans, bridge loans, convertible mortgages, wraparound mortgage loans, construction loans, loans on leasehold interests or other loans related to commercial real estate and participations in such loans, by the Company or the Operating Partnership, directly, through one or more subsidiaries or through a Joint Venture.

“Real Property” means (i) land, (ii) rights in land (including leasehold interests), and (iii) any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land.

“Registration Statement” means the Company’s registration statement on Form S-11 (File No. 333-186111) and the prospectus contained therein.

“REIT” means a corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both, as defined pursuant to Sections 856 through 860 of the Code and any successor or other provisions of the Code relating to real estate investment trusts (including provisions as to the attribution of ownership of beneficial interests therein) and the regulations promulgated thereunder

“Sale” or “Sales” means any transaction or series of transactions whereby: (i) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its direct or indirect ownership of any Real Estate Asset, Real Estate Related Loan or other Investment or portion thereof, including the lease of any Real Estate Assets consisting of a building only, and including any event with respect to any Real Estate Assets that gives rise to a significant amount of insurance proceeds or condemnation awards; (ii) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of all or substantially all the direct or indirect interest of the Company or the Operating Partnership in any Joint Venture in which it is a co-venturer, member or partner; (iii) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Company or the Operating Partnership as a co-venturer, member or partner sells, grants, transfers, conveys or relinquishes its direct or indirect ownership of any Real Estate Assets or portion thereof, including any event with respect to any Real Estate Assets which gives rise to insurance claims or condemnation awards; (iv) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its direct or indirect interest in any Real Estate Related Loans or portion thereof (including with respect to any Real Estate Related Loan, all payments thereunder or in satisfaction thereof other than regularly scheduled interest payments) and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (v) the Company or the Operating Partnership directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its direct or indirect ownership of any other asset not previously described in this definition or any portion thereof, but not including any transaction or series of transactions specified in clauses (i) through (v) above in which the proceeds of such transaction or series of transactions are reinvested by the Company in one or more assets within 180 days thereafter.

“Securities Act” means the Securities Act of 1933, as amended from time to time, or any successor statute thereto. Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Selling Commission” means the fee payable to the Dealer Manager and reallowable to Soliciting Dealers with respect to Shares sold by them in a Primary Offering.

“Shares” means the shares of beneficial interest or of common stock of the Company of any class or series, including Common Stock, that has the right to elect the Directors of the Company.

“Soliciting Dealers” means broker-dealers that are members of FINRA, or that are exempt from broker-dealer registration, and that, in either case, have executed soliciting dealer or other agreements with the Dealer Manager to sell Shares.

“Sponsor” means American Realty Capital VIII, LLC, a Delaware limited liability company.

“Stockholders” means the holders of record of the Shares as maintained on the books and records of the Company or its transfer agent.

“Termination Date” means the date of termination of this Agreement.

“Total Operating Expenses” has the meaning set forth in the Articles of Incorporation. The definition of “Total Operating Expenses” set forth above is intended to encompass only those expenses which are required to be treated as Total Operating Expenses under the NASAA REIT Guidelines. As a result, and notwithstanding the definition set forth above, any expense of the Company which is not part of Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Total Operating Expenses for purposes hereof.

“Valuation Guidelines” means the valuation guidelines adopted by the Board, as may be amended from time to time.

“2%/25% Guidelines” has the meaning set forth in Section 13.

2. APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve as their advisor to perform the services set forth herein on the terms and subject to the conditions set forth in this Agreement and subject to the supervision of the Board, and the Advisor hereby accepts such appointment.

3. DUTIES OF THE ADVISOR. The Advisor will 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 from time to time by the Board. In performance of this undertaking, subject to the supervision of the Board and consistent with the provisions of the Articles of Incorporation, Bylaws and the Operating Partnership Agreement, the Advisor, directly or indirectly, will:

a. serve as the Company’s and the Operating Partnership’s investment and financial advisor and provide research and economic and statistical data in connection with the Company’s assets and investment policies;

b. provide the daily management for the Company and the Operating Partnership and perform and supervise the various administrative functions necessary for the day-to-day management of the operations of the Company and the Operating Partnership;

c. investigate, select and, on behalf of the Company and the Operating Partnership, engage and conduct business with and supervise the performance of such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder (including 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, property managers, 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 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 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 Partnership;

e. subject to the provisions of Section 4, (i) participate in formulating an investment strategy and asset allocation framework; (ii) locate, analyze and select potential Investments; (iii) structure and negotiate the terms and conditions of transactions pursuant to which acquisitions and dispositions of Investments will be made; (iv) research, identify, review, recommend and arrange 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) review and analyze each property’s operating and capital budget; (vi) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with, Investments; (vii) 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; (viii) actively oversee and manage Investments for purposes of meeting the Company’s investment objectives and reviewing and analyzing financial information for each of the Investments and the overall portfolio; (ix) select Joint Venture partners, structure corresponding agreements and oversee and monitor these relationships; (x) oversee, supervise and evaluate Affiliated and non-Affiliated property managers who perform services for the Company or the Operating Partnership; (xi) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform certain of the services required to be performed under this Agreement; (xii) manage accounting and other record-keeping functions for the Company and the Operating Partnership, including reviewing and analyzing the capital and operating budgets for the Real Estate Assets and generating an annual budget for the Company; (xiii) recommend various liquidity events to the Board when appropriate; and (xiv) source and structure Real Estate Related Loans;

f. upon request, provide the Board 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 other lenders for Financings with the Company, the Operating Partnership or any of their subsidiaries as the borrower, negotiate with investment banking firms and broker-dealers on behalf of the Company, the Operating Partnership or any of their subsidiaries to obtain Financing for the Company, the Operating Partnership or any of their subsidiaries and negotiate private sales of Shares or other securities of the Company, the Operating Partnership or any of their subsidiaries, but in no event in such a manner so that the Advisor shall be acting as broker-dealer or underwriter; provided, however, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company, the Operating Partnership or any of their subsidiaries;

i. obtain reports (which may, but are 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 Board, make reports to the Board of its performance of services to the Company and the Operating Partnership under this Agreement, including reports with respect to potential conflicts of interest involving the Advisor or any of its Affiliates;

k. provide the Company and the Operating Partnership with all necessary cash management services;

l. deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in connection with the investments in any Real Estate Assets as may be required to be obtained by the Board;

m. effect any private placement of OP Units, tenancy-in-common or other interests in Investments as may be approved by the Board;

n. perform investor-relations and Stockholder communications functions for the Company;

o. maintain the Company’s accounting and other records and assist the Company in filing all reports required to be filed by it with the Securities and Exchange Commission, the Internal Revenue Service and other regulatory agencies;

p. notify the Board of all proposed material transactions before they are completed;

q. render such services as may be reasonably determined by the Board of Directors consistent with the terms and conditions herein;

r. do all things reasonably necessary to assure its ability to render the services described in this Agreement;

s. commencing with the NAV Pricing Date, calculate the NAV on a quarterly basis as provided in the Registration Statement, and in connection therewith, obtain appraisals performed by the Independent Valuation Advisors; and

t. supervise one or more Independent Valuation Advisors and, if and when necessary, recommend to the Board its replacement.

Notwithstanding the foregoing or anything else that may be to the contrary in this Agreement, the Advisor may delegate any of the foregoing duties to any Person so long as the Advisor or its Affiliate remains responsible for the performance of the duties set forth in this Section 3.

4. AUTHORITY OF ADVISOR.

a. Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 9), and subject to the continuing and exclusive authority of the Board over the supervision of the Company, the Company, acting on the authority of the Board of Directors, hereby delegates to the Advisor the authority to perform the services described in Section 3.

b. Notwithstanding anything herein to the contrary, all acquisitions of Real Estate Assets will require the prior approval of the Board, any particular Directors specified by the Board or any committee of the Board specified by the Board, as the case may be.

c. If a transaction requires approval by the Independent Directors, the Advisor will deliver to the Independent Directors all documents and other information reasonably required by them to evaluate properly the proposed transaction.

d. The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority set forth in this Section 4; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company or the Operating Partnership prior to the date of receipt by the Advisor of such notification.

5. FIDUCIARY RELATIONSHIP. The Advisor, as a result of its relationship with the Company and the Operating Partnership pursuant to this Agreement, has a fiduciary responsibility and duty to the Company, the Stockholders and the partners in the Operating Partnership.

6. NO PARTNERSHIP OR JOINT VENTURE. The parties to this Agreement are not partners or joint venturers with each other and nothing herein shall be construed to make them partners or joint venturers or impose any liability as such on either of them.

7. BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in the name of the Company or the Operating Partnership and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company or the Operating Partnership, under such terms and conditions as the Board may approve, provided that no funds shall be commingled with the funds of the Advisor; and, upon request, the Advisor shall render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

8. RECORDS; ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Directors and by counsel, auditors and authorized agents of the Company, at any time and from time to time. The Advisor shall at all reasonable times have access to the books and records of the Company and the Operating Partnership.

9. LIMITATIONS ON ACTIVITIES. Notwithstanding anything herein to the contrary, the Advisor shall refrain from taking any action which, in its sole judgment, or in the sole judgment of the Company, made in good faith, would (a) adversely affect the status of the Company as a REIT, unless the Board has determined that REIT qualification is not in the best interests of the Company and its Stockholders, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Operating Partnership or the Shares, or otherwise not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event, the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given.

10. FEES.

a. Acquisition Fee. Subject to Section 10(b), the Company shall pay an Acquisition Fee to the Advisor or its Affiliates as compensation for services rendered in connection with the investigation, selection, acquisition and origination (by purchase, investment or exchange) of Investments. If the Advisor is terminated without cause pursuant to Section 17(a), the Advisor or its Affiliates shall be entitled to an Acquisition Fee for any Investments acquired after the Termination Date for which a contract to acquire any such Investment had been entered into at or prior to the Termination Date. The total Acquisition Fee payable to the Advisor or its Affiliates shall equal one percent (1.0%) of the Contract Purchase Price for any Investment acquired. The Contract Purchase Price allocable for an Investment held through a Joint Venture shall equal the product of (i) the Contract Purchase Price of the Investment and (ii) the direct or indirect ownership percentage in the Joint Venture held directly or indirectly by the Company or the Operating Partnership. For purposes of this Section 10(a), “ownership percentage” shall be the percentage of capital stock, membership interests, partnership interests or other equity interests held by the Company or the Operating Partnership, without regard to classification of such equity interests. The Company shall pay the Advisor or its Affiliates the Acquisition Fee promptly upon the closing of the Investment; provided, however, that such Acquisition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a person that is not a FINRA member broker-dealer. In addition, if during the period ending two years after the close of the initial Offering, the Company sells an Investment and then reinvests in other Investments, the Company will pay to the Advisor or its Affiliates one percent (1.0%) of the Contract Purchase Price for the other Investments.

b. Limitation on Total Acquisition Fees and Acquisition Expenses. The total of all Acquisition Fees and Acquisition Expenses payable in connection with any Investment or any reinvestment shall be reasonable and shall not exceed an amount equal to four and one-half percent (4.5%) of the Contract Purchase Price of such Investment; provided, however, that the Advisor (i) will not be entitled to Acquisition Fees or reimbursement of Acquisition Expenses if there are insufficient Offering proceeds or capital proceeds to pay such expenses and (ii) such expenses not paid to the Advisor will not be accrued and paid in subsequent periods to the extent that there are not sufficient offering or capital proceeds to pay them; provided, further, however, that a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction may approve fees and expenses in excess of these limits if they determine the transaction to be commercially competitive, fair and reasonable to the Company.

c. Disposition Fees. In connection with a Sale of an Investment in which the Advisor or any Affiliate of the Advisor provides a substantial amount of services, as determined by the Independent Directors, the Company shall pay to the Advisor or its assignees a Disposition Fee of one percent (1.0%) of the Contract Sales Price of each Investment sold, including mortgage-backed securities or collateralized debt obligations issued by a subsidiary of the Company as part of a securitization transaction; provided, however, that such Disposition Fee shall be paid to an Affiliate of the Advisor that is registered as a FINRA member broker-dealer if applicable laws or regulations prohibit such payment to be made to a person that is not a FINRA member broker-dealer; provided, further, that in no event may the Disposition Fee paid to the Advisor, its Affiliates and non-Affiliates exceed the lesser of six percent (6.0%) of the Contract Sales Price and a Competitive Real Estate Commission. Notwithstanding the foregoing, the Company will not pay a Disposition Fee upon the maturity, prepayment, workout, modification or extension of a Real Estate Related Loan unless there is a corresponding fee paid by the borrower, in which case the Disposition Fee will be the lesser of: (i) one percent (1.0%) of the principal amount of the Real Estate Related Loan prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a Real Property as a result of a workout or foreclosure of a Real Estate Related Loan, the Company will pay a Disposition Fee upon the sale of such Real Property.

d. Asset Management Fee. The Company shall pay the Advisor or its Affiliates as compensation for services rendered in connection with the management of the Company’s Investments an annual Asset Management Fee equal to three-quarters percent (0.75%) of the Cost of Investments. Commencing on the NAV Pricing Date, the Asset Management Fee will be based on the lower of three-quarters percent (0.75%) of the Cost of Investments (as calculated in the preceding sentence) and three-quarters percent (0.75%) of the quarterly NAV. The Asset Management Fee will be payable monthly in arrears, based on Investments held by the Company during the measurement period, adjusted for appropriate closing dates for individual Investments. The Asset Management Fee will be reduced to the extent that NAREIT FFO, as adjusted, during the six (6) months ending on the last day of the calendar quarter immediately preceding the date that such Asset Management Fee is payable, is less than the Distributions declared with respect to such six (6) month period. For purposes of this determination, NAREIT FFO, as adjusted, is NAREIT FFO adjusted to (i) include Acquisition Fees and Acquisition Expenses; (ii) include non-cash restricted stock grant amortization, if any; and (iii) impairments of Investments, if any.

e. Annual Subordinated Performance Fee. The Company may pay an Annual Subordinated Performance Fee to the Advisor calculated on the basis of the total return to Stockholders for any year in which the Company’s total return on Stockholders’ capital contributions exceeds six percent (6%) per annum. With respect to such year, the Advisor will be paid fifteen percent (15%) of the excess total return, not to exceed ten percent (10%) of the aggregate total return for such year. This fee will only be payable upon the Sale of Investments, Distributions or other event which results in the Company’s total return on Stockholders’ capital contributions exceeding six percent (6%) per annum. This fee will be calculated annually and will be payable monthly over 12 months following the year for which the fee is being paid.

f. Payment of Fees. In connection with the Acquisition Fee, Disposition Fee and Annual Subordinated Performance Fee, the Company shall pay such fees to the Advisor or its Affiliates in cash or in Shares, or a combination of both, the form of payment to be determined in the sole discretion of the Advisor. The Asset Management Fee shall be payable, at the discretion of the Board of Directors, in cash, Shares or grants of restricted Shares, or any combination thereof. For the purposes of the payment of any fees in Shares, prior to the NAV Pricing Date, each Share shall be valued at the per share Offering price of the Shares in such Offering minus the maximum Selling Commissions and Dealer Manager Fee allowed in the initial Offering. Commencing with the NAV Pricing Date, each Share shall be valued using per share NAV; provided, however, that in the case of Asset Management Fees payable in grants of restricted shares, each Share shall be valued in a manner consistent with the provisions of the equity incentive plan of the Company.

g. Exclusion of Certain Transactions.

i. If the Company or the Operating Partnership shall propose to enter into any transaction in which the Advisor, any Affiliate of the Advisor or any of the Advisor’s directors or officers has a direct or indirect interest, then such transaction shall be approved by a majority of the Board not otherwise interested in such transaction, including a majority of the Independent Directors.

ii. If the Board elects to internalize any management services provided by the Advisor, neither the Company nor the Operating Partnership shall pay any compensation or other remuneration to the Advisor or its Affiliates in connection with such internalization of management services.

11. EXPENSES.

a. In addition to the compensation paid to the Advisor pursuant to Section 11, the Company or the Operating Partnership shall pay directly or reimburse the Advisor for all the expenses paid or actually incurred by the Advisor or its Affiliates in connection with the services it provides to the Company and the Operating Partnership pursuant to this Agreement, including, the following:

i. Organization and Offering Expenses, including third-party due diligence fees related to the Primary Offering, as set forth in detailed and itemized invoices; provided, however, that the Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount of Organization and Offering Expenses paid by the Company and the Operating Partnership to exceed one and three-quarters percent (1.75%) of the Gross Proceeds raised in all Primary Offerings;

ii. Acquisition Expenses, subject to the limitations set forth in Section 10(b);

iii. the actual cost of goods and services used by the Company and obtained from Persons not Affiliated with the Advisor;

iv. interest and other costs for Financings, including discounts, points and other similar fees; taxes and assessments on income of the Company or Investments;

v. costs associated with insurance required in connection with the business of the Company or by the Board;

vi. expenses of managing and operating Investments owned by the Company, whether payable to an Affiliate of the Company or a non-affiliated Person;

vii. all expenses in connection with payments to the Directors for attending meetings of the Board and Stockholders;

viii. expenses associated with a Listing, if applicable, or with the issuance and distribution of Shares, such as selling commissions and fees, advertising expenses, taxes, legal and accounting fees, listing and registration fees;

ix. expenses connected with payments of Distributions;

x. expenses of organizing, revising, amending, converting, modifying or terminating the Company, the Operating Partnership or any subsidiary thereof or the Articles of Incorporation, Bylaws or governing documents of the Operating Partnership or any subsidiary of the Company or the Operating Partnership;

xi. expenses of maintaining communications with Stockholders, including the cost of preparation, printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities;

xii. administrative service expenses, including all costs and expenses incurred by Advisor or its Affiliates in fulfilling its duties hereunder, including reasonable salaries and wages, benefits and overhead of all employees directly involved in the performance of such services; provided, however, that no reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the extent that such employees perform services for which the Advisor receives an Acquisition Fee or a Disposition Fee; and

xiii. audit, accounting and legal fees.

b. Commencing six (6) months after the initial release of Offering proceeds from escrow in the Company’s initial Offering, expenses incurred by the Advisor on behalf of the Company and the Operating Partnership or in connection with the services provided by the Advisor hereunder and payable pursuant to this Section 11 shall be reimbursed, no less than monthly, to the Advisor.

12. OTHER SERVICES. Should the Board request that the Advisor or any director, officer or employee thereof render services for the Company and the Operating Partnership other than set forth in Section 3 , such services shall be separately compensated at such customary rates and in such customary amounts as are agreed upon by the Advisor and the Board, including a majority of the Independent Directors, subject to the limitations contained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement.

13. REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor at the end of any fiscal quarter in which Total Operating Expenses incurred by the Advisor for the four (4) consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of two percent (2%) of Average Invested Assets or twenty-five percent (25%) of Net Income (the “2%/25% Guidelines”) for such Expense Year. Any Excess Amount paid to the Advisor during a fiscal quarter shall be repaid to the Company or, at the option of the Company, subtracted from the Total Operating Expenses reimbursed during the subsequent fiscal quarter. If there is an Excess Amount in any Expense Year and the Independent Directors determine that such excess was justified based on unusual and nonrecurring factors which they deem sufficient, then the Excess Amount may be carried over and included in Total Operating Expenses in subsequent Expense Years and reimbursed to the Advisor in one or more of such years, provided that there shall be sent to the Stockholders a written disclosure of such fact within sixty (60) days of the end of the fiscal quarter, together with an explanation of the factors the Independent Directors considered in determining that such excess expenses were justified. Such determination shall be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

14. OTHER ACTIVITIES OF THE ADVISOR. Except as set forth in this Section 14, nothing herein contained shall prevent the Advisor or any of its Affiliates from engaging in or earning fees from other activities, including the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Sponsor or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, member, partner, employee or stockholder of the Advisor or any of its Affiliates to engage in or earn fees from any other business or to render services of any kind to any other Person and earn fees for rendering such services; provided, however, that the Advisor must devote sufficient resources to the Company’s business to discharge its obligations to the Company under this Agreement. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein, and earn fees for rendering such advice and service. Specifically, it is contemplated that the Company may enter into Joint Ventures or other similar co-investment arrangements with certain Persons, and pursuant to the agreements governing such Joint Ventures or arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which case the Advisor will earn fees for rendering such advice and service.

The Advisor shall report to the Board the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other Person. If the Advisor, Director or Affiliates thereof have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as the Company, the Advisor shall inform the Board of the method to be applied by the Advisor in allocating investment opportunities among the Company and competing investment entities and shall provide regular updates to the Board of the investment opportunities provided by the Advisor to competing programs in order for the Board (including the Independent Directors) to fulfill its duty to ensure that the Advisor and its Affiliates use their reasonable best efforts to apply such method fairly to the Company.

15. THE AMERICAN REALTY CAPITAL NAME. The Advisor and its Affiliates have or may have a proprietary interest in the names “American Realty Capital,” “ARC” and “AR Capital.” The Advisor hereby grants to the Company, to the extent of any proprietary interest the Advisor may have in any of the names “American Realty Capital,” “ARC” and “AR Capital,” a non-transferable, non-assignable, non-exclusive, royalty-free right and license to use the names “American Realty Capital,” “ARC” and “AR Capital” during the term of this Agreement. The Company agrees that the Advisor and its Affiliates will have the right to approve of any use by the Company of the names “American Realty Capital,” “ARC” and “AR Capital,” such approval not to be unreasonably withheld or delayed. Accordingly, and in recognition of this right, if at any time the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business under or use the names “American Realty Capital,” “ARC” and “AR Capital” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the names “American Realty Capital,” “ARC” and “AR Capital” or any other word or words that might, in the reasonable discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks or other marks necessary to remove any references to the words “American Realty Capital,” “ARC” and “AR Capital.” Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in the future organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having any of the names “American Realty Capital,” “ARC” and “AR Capital” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company. Neither the Advisor nor any of its Affiliates makes any representation or warranty, express or implied, with respect to the names “American Realty Capital,” “ARC” and “AR Capital” licensed hereunder or the use thereof (including without limitation as to whether the use of the names “American Realty Capital,” “ARC” and “AR Capital” will be free from infringement of the intellectual property rights of third parties. Notwithstanding the preceding, the Advisor represents and warrants that it is not aware of any pending claims or litigation or of any claims threatened in writing regarding the use or ownership of the names “American Realty Capital,” “ARC” and “AR Capital.”

16. TERM OF AGREEMENT. This Agreement shall continue in force for a period of one (1)-year from the date hereof. Thereafter, the term may be renewed for an unlimited number of successive one-(1) year terms upon mutual consent of the parties.

17. TERMINATION BY THE PARTIES. This Agreement may be terminated upon sixty (60) days’ written notice (a) by the Independent Directors or the Advisor, without Cause and without penalty, (b) by the Advisor for Good Reason, or (c) by the Advisor upon a Change of Control. The provisions of Sections 15 and 19 through 32 (inclusive) of this Agreement shall survive any expiration or earlier termination of this Agreement.

18. ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate with the approval of a majority of the Directors (including a majority of the Independent Directors). The Advisor may assign any rights to receive fees or other payments under this Agreement to any Person without obtaining the approval of the Directors. This Agreement shall not be assigned by the Company or the Operating Partnership without the consent of the Advisor, except in the case of an assignment by the Company or the Operating Partnership to a Person which is a successor to all the assets, rights and obligations of the Company or the Operating Partnership, in which case such successor Person shall be bound hereunder and by the terms of said assignment in the same manner as the Company or the Operating Partnership, as applicable, is bound by this Agreement.

19. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.

a. Amounts Owed. After the Termination Date, the Advisor shall be entitled to receive from the Company or the Operating Partnership within thirty (30) days after the effective date of such termination all amounts then accrued and owing to the Advisor, including all its interest in the Company’s and the Operating Partnership’s income, losses, distributions and capital by payment of an amount equal to the then-present fair market value of the Advisor’s interest (as provided by the Operating Partnership Agreement), subject to the 2%/25% Guidelines to the extent applicable.

b. Advisor’s Duties. The Advisor shall promptly upon termination of this Agreement:

i. pay over to the Company and the Operating Partnership all money collected and held for the account of the Company and the Operating Partnership pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

ii. deliver to the Board a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board;

iii. deliver to the Board all assets, including all Investments, and documents of the Company and the Operating Partnership then in the custody of the Advisor; and

iv. cooperate with the Company and the Operating Partnership to provide an orderly management transition.

20. NON-SOLICITATION. The Company agrees not to solicit any current and/or future employees of Advisor for employment or in any consulting or similar capacity during the term of the this Agreement and for two (2) years following the termination of this Agreement without the consent of the Advisor.

21. INCORPORATION OF THE ARTICLES OF INCORPORATION AND THE OPERATING PARTNERSHIP AGREEMENT. To the extent that the Articles of Incorporation or the Operating Partnership Agreement impose obligations or restrictions on the Advisor or grant the Advisor certain rights which are not set forth in this Agreement, the Advisor shall abide by such obligations or restrictions and such rights shall inure to the benefit of the Advisor with the same force and effect as if they were set forth herein.

22. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP.

a. The Company and the Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (collectively, the “Indemnitees ,” and each, an “Indemnitee”), from all liability, claims, damages or losses arising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, and to the extent that such indemnification would not be inconsistent with the laws of the State of New York, the Articles of Incorporation or the provisions of Section II.G of the NASAA REIT Guidelines. Notwithstanding the foregoing, the Company and the Operating Partnership shall not provide for indemnification of an Indemnitee for any loss or liability suffered by such Indemnitee, nor shall they provide that an Indemnitee be held harmless for any loss or liability suffered by the Company and the Operating Partnership, unless all the following conditions are met:

i. the Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interest of the Company and the Operating Partnership;

ii. the Indemnitee was acting on behalf of, or performing services for, the Company or the Operating Partnership;

iii. such liability or loss was not the result of negligence or misconduct by the Indemnitee; and

iv. such indemnification or agreement to hold harmless is recoverable only out of the Company’s net assets and not from the Stockholders.

b. Notwithstanding the foregoing, an Indemnitee shall not be indemnified by the Company and the Operating Partnership for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws by such Indemnitee unless one or more of the following conditions are met:

i. there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the Indemnitee;

ii. such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or

iii. a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority of a jurisdiction in which securities of the Company or the Operating Partnership were offered or sold as to indemnification for violation of securities laws.

c. In addition, the advancement of the Company’s or the Operating Partnership’s funds to an Indemnitee for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought is permissible only if all the following conditions are satisfied:

i. the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of the Company or the Operating Partnership;

ii. the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in such Stockholder’s capacity as such and a court of competent jurisdiction specifically approves such advancement;

iii. the Indemnitee provides the Company or the Operating Partnership with a written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and

iv. the Indemnitee undertakes to repay the advanced funds to the Company or the Operating Partnership, together with the applicable legal rate of interest thereon, in cases in which such Indemnitee is found not to be entitled to indemnification.

23. INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and the Operating Partnership from contract or other liability, claims, damages, taxes or losses and related expenses, including reasonable attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misfeasance, intentional misconduct, gross negligence or reckless disregard of its duties; provided, however, that the Advisor shall not be held responsible for any action of the Board in following or declining to follow any advice or recommendation given by the Advisor.

24. NOTICES. Any notice, report or other communication (each a “Notice”) required or permitted to be given hereunder shall be in writing unless some other method of giving such Notice is required by the Articles of Incorporation or the Bylaws, and shall be given by being delivered by hand, by courier or overnight carrier or by registered or certified mail to the addresses set forth below:

To the Company:	ARC Realty Finance Trust, Inc.
	405 Park Avenue
	New York, New York 10022
	Attention: Peter M. Budko, President and Secretary

	with a copy to:
	Alston & Bird LLP
	1201 West Peachtree Street
	Atlanta, Georgia 30309
	Attention: Rosemarie A. Thurston

	and

	Company Lead Director
	Leslie D. Michelson
	c/o 405 Park Avenue
	New York, New York 10022

To the Operating Partnership:	ARC Realty Finance Operating Partnership, L.P.
	405 Park Avenue
	New York, New York 10022
	Attention: Peter M. Budko, President and Secretary

	with a copy to:

	Alston & Bird LLP
	1201 West Peachtree Street
	Atlanta, Georgia 30309
	Attention: Rosemarie A. Thurston

To the Advisor:	ARC Realty Finance Advisors, LLC
	405 Park Avenue
	New York, New York 10022
	Attention: Peter M. Budko, President and Secretary

	with a copy to:

	Alston & Bird LLP
	1201 West Peachtree Street
	Atlanta, Georgia 30309
	Attention: Rosemarie A. Thurston

Any party may at any time give Notice in writing to the other parties of a change in its address for the purposes of this Section 24.

25. MODIFICATION. This Agreement shall not be amended, supplemented, terminated or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.

26. SEVERABILITY. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

27. GOVERNING LAW. The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New York as at the time in effect, without regard to the principles of conflicts of laws thereof.

28. ENTIRE AGREEMENT. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage of the trade inconsistent with any of the terms hereof.

29. NO WAIVER. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

30. PRONOUNS AND PLURALS. Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.

31. HEADINGS. The titles of sections and subsections contained in this Agreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof.

32. EXECUTION IN COUNTERPARTS. This Agreement may be executed (including by facsimile transmission) with counterpart signature pages or in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

	ARC REALTY FINANCE TRUST, INC.

	By:	/s/ Peter M. Budko
		Name: Peter M. Budko
		Title: President and Secretary

	ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P.

	By:	ARC Realty Finance Trust, Inc.
		its General Partner

	By:	/s/ Peter M. Budko
		Name: Peter M. Budko
		Title: President and Secretary

	ARC REALTY FINANCE ADVISORS, LLC

	By:	ARC Realty Finance Special Limited Partnership, LLC
		its Member

	By:	AR Capital, LLC
		its Managing Member

	By:	/s/ Nicholas S. Schorsch
		Name: Nicholas S. Schorsch
		Title: Authorized Signatory

EX-10.3 7 v344410_ex10-3.htm EXHIBIT 10.3

EMPLOYEE AND DIRECTOR

INCENTIVE RESTRICTED SHARE PLAN

OF

ARC REALTY FINANCE TRUST, INC.

SECTION 1. PURPOSES OF THE PLAN AND DEFINITIONS

1.1 Purposes. The purposes of the Employee and Director Incentive Restricted Share Plan (this “Plan”) of ARC Realty Finance Trust, Inc. (the “Company”) are to:

(1) provide incentives to individuals chosen to receive share-based awards because of their ability to improve operations and increase profits;

(2) encourage the Advisor and selected persons to accept positions with or continue to provide services to the Company, the Advisor and Affiliates of the Company, as applicable; and

(3) increase the interest of Directors in the Company’s welfare through their participation in the growth in value of the Company’s Shares.

To accomplish these purposes, this Plan provides a means whereby employees of the Advisor and Affiliates of the Company, officers of the Company, the Advisor and Affiliates of the Company, Directors, the Advisor and other enumerated persons may receive Awards.

1.2 Definitions. For purposes of this Plan, the following terms have the following meanings:

“Advisor” means the Person or Persons, if any, appointed, employed or contracted with by the Company to be responsible for directing or performing the day-to-day business affairs of the Company, including any Person to whom the Advisor subcontracts substantially all such functions. The initial Advisor is ARC Realty Finance Advisors, LLC.

“Advisory Agreement” shall mean that agreement dated February 12, 2013, by and among, the Company, the Advisor and ARC Realty Finance Operating Partnership, L.P.

“Affiliate” means any Person (other than an Advisor), whose employees, directors or officers are eligible to receive Awards under this Plan. The determination of whether a Person is an Affiliate shall be made by the Board acting in its sole and absolute discretion.

“Applicable Laws” means the requirements relating to the administration of Awards under state corporation laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under this Plan.

“Articles of Incorporation” means the articles of incorporation of the Company, as the same may be amended from time to time.

“Award” means any award of Restricted Shares under this Plan.

“Award Agreement” means, with respect to each Award, the written agreement executed by the Company and the Participant or other written document approved by the Board setting forth the terms and conditions of the Award.

“Board” means the Board of Directors of the Company.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” means the Board or a duly appointed committee of the Board to which the Board has delegated its powers and functions hereunder.

“Company” means ARC Realty Finance Trust, Inc.

“Director” means a person elected or appointed and serving as a member of the Board in accordance with the Articles of Incorporation and the Maryland General Corporation Law.

“Director Shares” means Shares issued under Section 6.

“Effective Date” has the meaning given it in Section 15.

“Employment Termination” means that a Participant has ceased, for any reason and with or without cause, to be an employee or Director of, or a consultant to, the Company, the Advisor or any Affiliate of the Company. However, the term “Employment Termination” shall not include a transfer of a Participant from the Company to the Advisor or any Affiliate of the Company or the Advisor or vice versa, or from any such Affiliate to another, or a leave of absence duly authorized by the Company unless the Board has provided otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” means with respect to Shares:

(i) If the Shares are listed on any established stock exchange or a national market system, their Fair Market Value shall be the closing sales price for the Shares, or the mean between the high bid and low asked prices if no sales were reported, as quoted on such system or exchange (or, if the Shares are listed on more than one exchange, then on the largest such exchange) for the date the value is to be determined (or if there are no sales or bids for such date, then for the last preceding business day on which there were sales or bids), as reported in The Wall Street Journal .

(ii) If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, or if there is no secondary trading market for the Shares, their Fair Market Value shall be determined in good faith by the Board.

“Grant Date” has the meaning set forth in Section 5.1(c).

“Non-Employee Director” means a person who is a Director of the Company, but who is not also an employee or officer of the Company or the Advisor.

“Participant” means an eligible person who is granted an Award.

“Person” means an individual, a corporation, partnership, trust, association, or any other entity.

“Plan” means this Employee and Director Incentive Restricted Share Plan.

“Restricted Shares” means an Award granted under Section 5.2.

“Retainer” has the meaning given it in Section 6.3.

“Rule 16b-3” means Rule 16b-3 adopted under Section 16(b) or any successor rule, as it may be amended from time to time, and references to paragraphs or clauses of Rule 16b-3 refer to the corresponding paragraphs or clauses of Rule 16b-3 as it exists at the Effective Date or the comparable paragraph or clause of Rule 16b-3 or successor rule, as that paragraph or clause may thereafter be amended.

“Section 16(b)” means Section 16(b) of the Exchange Act.

“Section 409A of the Code” means the nonqualified deferred compensation rules under Section 409A of the Code and any applicable Treasury regulation or other official guidance promulgated thereunder.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Shares” means common shares of capital stock of the Company, $0.01 par value per share.

SECTION 2. ELIGIBLE PERSONS

Every person who, at or as of the Grant Date, is:

(a) a full-time employee of the Advisor, the Company or any Affiliate of the Company;

(b) an officer of the Company, the Advisor or any Affiliate of the Company, including the Advisor;

(d) a director of the Advisor or any Affiliate of the Company; or

(e) someone whom the Board designates as eligible for an Award because the person:

(i) performs bona fide consulting or advisory services for the Company, the Advisor or any Affiliate of the Company pursuant to a written agreement (other than services in connection with the offer or sale of securities in a capital-raising transaction), and

(ii) has a direct and significant effect on the financial development of the Company or any Affiliate of the Company,

shall be eligible to receive Awards hereunder.

Directors of the Company who are not full-time employees are only eligible to receive Director Shares under Section 6.

SECTION 3. SHARES SUBJECT TO THIS PLAN

The total number of Shares that may be issued under Awards shall not exceed 5.0% of the Company’s outstanding Shares on a fully diluted basis at any time and in any event will not, exceed 4,000,000 Shares. The number of Shares reserved for issuance under this Plan is subject to adjustment in accordance with the provisions for adjustment in Section 5.1. If any Shares awarded under this Plan are forfeited for any reason, the number of forfeited Shares shall again be available for purposes of granting Awards under this Plan.

SECTION 4. ADMINISTRATION

4.1 Administration. This Plan shall be administered by the Committee.

4.2 Committee’s Powers. Subject to the express provisions of this Plan, the Committee shall have the authority, in its sole discretion:

(a) to adopt, amend and rescind administrative and interpretive rules and regulations relating to this Plan;

(b) to determine the eligible persons to whom, and the time or times at which, Awards shall be granted;

(d) to determine the terms and provisions of each Award (which need not be identical) and any amendments thereto, including provisions defining or otherwise relating to:

(i) the extent to which the transferability of Shares issued or transferred pursuant to any Award is restricted;

(ii) the effect of Employment Termination on an Award;

(iii) the effect of approved leaves of absence; and

(iv) to construe the respective Award Agreements and this Plan.

(e) to make determinations of the Fair Market Value of Shares;

(f) to waive any provision, condition or limitation set forth in an Award Agreement;

(g) to delegate its duties under this Plan to such agents as it may appoint from time to time; and

(h) to make all other determinations, perform all other acts and exercise all other powers and authority necessary or advisable for administering this Plan, including the delegation of those ministerial acts and responsibilities as the Committee deems appropriate.

The Committee may correct any defect, supply any omission or reconcile any inconsistency in this Plan, in any Award or in any Award Agreement in the manner and to the extent it deems necessary or desirable to implement this Plan, and the Committee shall be the sole and final judge of that necessity or desirability. The determinations of the Committee on the matters referred to in this Section 4.2 shall be final and conclusive. Notwithstanding any provision in this Plan to the contrary, Awards will be made to Non-Employee Directors only under Section 6 of this Plan. In addition, except as provided in Section 5.1(b) herein, the Committee may not in any manner exercise discretion under this Plan with respect to any Awards made to Non-Employee Directors.

4.3 Term of Plan. No Awards shall be granted under this Plan after 10 years from the Effective Date of this Plan.

SECTION 5. CERTAIN TERMS AND CONDITIONS OF AWARDS

5.1 All Awards. All Awards shall be subject to the following terms and conditions:

(a) Changes in Capital Structure. If the number of outstanding Shares is increased by means of a share dividend payable in Shares, a share split or other subdivision or by a reclassification of Shares, then, from and after the record date for such dividend, subdivision or reclassification, the number and class of Shares subject to this Plan shall be increased in proportion to such increase in outstanding Shares. If the number of outstanding Shares is decreased by means of a reverse share split or other combination or by a reclassification of Shares, then, from and after the record date for such combination or reclassification, the number and class of Shares subject to this Plan shall be decreased in proportion to such decrease in outstanding Shares.

(b) Certain Corporate Transactions In the event of any change in the capital structure or business of the Company by reason of any recapitalization, reorganization, merger, consolidation, split-up, subdivision, combination, exchange of Shares or any similar change affecting the Company’s capital structure or business, then the aggregate number and kind of Shares which thereafter may be issued under this Plan shall be appropriately adjusted consistent with such change in such manner as the Committee or the Board may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under this Plan, and any such adjustment determined by the Committee or the Board in good faith shall be binding and conclusive on the Company and all Participants and employees and their respective heirs, executors, administrators, successors and assigns.

(d) Vesting. Each Award shall vest, and any restrictions thereunder shall lapse, as the case may be, at such times and in such amounts as may be specified by the Committee in the applicable Award Agreement.

(e) Nonassignability of Rights. Awards shall not be transferable other than with the consent of the Committee or the Board or by will or the laws of descent and distribution.

(f) Termination of Employment from the Company, the Advisor or any Affiliate of the Company or Termination of the Advisory Agreement. The Committee shall establish, in respect of each Award when granted, the effect of an Employment Termination or Termination of the Advisory Agreement on the rights and benefits thereunder and in so doing may, but need not, make distinctions based upon the cause of termination (such as retirement, death, disability or other factors) or which party effected the termination (the employer, the employee or the Advisor).

(g) Minimum Purchase Price. Notwithstanding any provision of this Plan to the contrary, if authorized but previously unissued Shares are issued under this Plan, such Shares shall not be issued for a consideration which is less than as permitted under Applicable Law, and in no event, shall such consideration be less than the par value per Share multiplied by the number of Shares to be issued.

(h) Other Provisions. Each Award Agreement may contain such other terms, provisions and conditions not inconsistent with this Plan, as may be determined by the Committee.

5.2 Restricted Shares. Restricted Shares shall be subject to the following terms and conditions:

(a) Grant. The Committee may grant one or more Awards of Restricted Shares to any Participant other than Non-Employee Directors. Each Award of Restricted Shares shall specify the number of Shares to be issued to the Participant, the date of issuance and the restrictions imposed on the Shares including the conditions of release or lapse of such restrictions. Upon the issuance of Restricted Shares, the Participant may be required to furnish such additional documentation or other assurances as the Committee may require to enforce restrictions applicable thereto.

(b) Restrictions. Except as specifically provided elsewhere in this Plan or the Award Agreement regarding Restricted Shares, Restricted Shares may not be sold, assigned, transferred, pledged or otherwise disposed of or encumbered, either voluntarily or involuntarily, until the restrictions have lapsed and the rights to the Shares have vested. The Committee may in its sole discretion provide for the lapse of such restrictions in installments and may accelerate or waive such restrictions, in whole or in part, based on service, performance or such other factors or criteria as the Committee may determine.

(c) Dividends. Unless otherwise determined by the Committee, cash dividends with respect to Restricted Shares shall be paid to the recipient of the Award of Restricted Shares on the normal dividend payment dates, and dividends payable in Shares shall be paid in the form of Restricted Shares having the same terms as the Restricted Shares upon which such dividend is paid. Each Award Agreement for Awards of Restricted Shares shall specify whether and, if so, the extent to which the Participant shall be obligated to return to the Company any cash dividends paid with respect to any Restricted Shares which are subsequently forfeited.

(d) Forfeiture of Restricted Shares. Except to the extent otherwise provided in the applicable Award Agreement, when a Participant’s Employment Termination occurs, the Participant shall automatically forfeit all Restricted Shares still subject to restriction.

SECTION 6. DIRECTOR SHARES

6.1 Automatic Grant. Non-Employee Directors shall receive 1,333 Restricted Shares on the date of such Non-Employee Director’s initial election to the Board and on the date of each annual stockholders’ meeting.

6.2 Vesting. Notwithstanding the provisions of Section 5.1(d), Awards of Restricted Shares made to Non-Employee Directors shall vest over a five-year period following the first anniversary of the Grant Date in increments of 20% per annum.

6.3 Election. The Company shall pay to each individual who is a Non-Employee Director an annual fee in the amount set from time to time by the Board (the “Retainer”). Each Non-Employee Director shall be entitled to receive his or her Retainer exclusively in cash, exclusively in unrestricted Shares (“Director Shares”) or any portion in cash and Director Shares. Following the approval of this Plan by the stockholders of the Company, each Non-Employee Director shall be given the opportunity, during the month in which the Non-Employee Director first becomes a Non-Employee Director, and during each December thereafter, to elect among these choices for the balance of the calendar year (in the case of the election made during the month the Non-Employee Director first becomes a Non-Employee Director) and for the ensuing calendar year (in the case of a subsequent election made during any December). If the Non-Employee Director chooses to receive at least some of his or her Retainer in Director Shares, the election shall also indicate the percentage of the Retainer to be paid in Director Shares. If a Non-Employee Director makes no election during his or her first opportunity to make an election, the Non-Employee Director shall be assumed to have elected to receive his or her entire Retainer in cash.

6.4 Issuance. The Company shall make the first issuance of Director Shares to electing Directors on the first business day following the last day of the full calendar quarter following the approval of this Plan by the Company’s stockholders. Subsequent issuances of Director Shares shall be made on the first business day of each subsequent calendar quarter and shall be made to all persons who are Non-Employee Directors on that day except any Non-Employee Director whose Retainer is to be paid entirely in cash. The number of Shares issuable to those Non-Employee Directors on the relevant date indicated above shall equal:

(% x R/4)/P, where:

% = the percentage of the Non-Employee Director’s Retainer that the Non-Employee Director elected or is deemed to have elected to receive in the form of Director Shares, expressed as a decimal;

R = the Non-Employee Director’s Retainer for the year during which the issuance occurs; and

P = the Fair Market Value.

Director Shares shall not include any fractional Shares. Fractions shall be rounded to the nearest whole Share (with one-half being rounded upward).

SECTION 7. SECURITIES LAWS

Nothing in this Plan or in any Award or Award Agreement shall require the Company to issue any Shares with respect to any Award if, in the opinion of counsel for the Company, that issuance could constitute a violation of any Applicable Laws. As a condition to the grant of any Award, the Company may require the Participant (or, in the event of the Participant’s death, the Participant’s legal representatives, heirs, legatees or distributees) to provide written representations concerning the Participant’s (or such other person’s) intentions with regard to the retention or disposition of the Shares covered by the Award and written covenants as to the manner of disposal of such Shares as may be necessary or useful to ensure that the grant or disposition thereof will not violate the Securities Act, any other law or any rule of any applicable securities exchange or securities association then in effect. The Company shall not be required to register any Shares under the Securities Act or register or qualify any Shares under any state or other securities laws.

SECTION 8. EMPLOYMENT OR OTHER RELATIONSHIP

Nothing in this Plan or any Award shall in any way interfere with or limit the right of the Company, the Advisor or any Affiliate of the Company to terminate any Participant’s employment or status as a consultant or Director at any time, nor confer upon any Participant any right to continue in the employ of, or as a Director or consultant of, the Company, the Advisor or any Affiliate of the Company. Nothing in this Plan shall interfere with the Company’s ability to terminate the Advisory Agreement.

SECTION 9. AMENDMENT, SUSPENSION AND TERMINATION OF THIS PLAN

The Board may at any time amend, suspend or discontinue this Plan, provided that such amendment, suspension or discontinuance meets the requirements of Applicable Laws, including without limitation, any applicable requirements for stockholder approval. Notwithstanding the above, an amendment, suspension or discontinuation shall not be made if it would impair the rights of any Participant under any Award previously granted, without the Participant’s consent, except to conform this Plan and Awards granted to the requirements of Applicable Laws. The provisions of this Plan relating to Awards for Non-Employee Directors may not be amended more than once each six months. Notwithstanding any provision of the Plan to the contrary, if the Board determines that any Award may be subject to Section 409A of the Code, the Board may adopt such amendment to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions that the Board determines are necessary or appropriate, without the consent of the Participant, to (a) exempt the Award from Section 409A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code.

SECTION 10. LIABILITY AND INDEMNIFICATION OF THE BOARD

No person constituting, or member of the group constituting, the Board shall be liable for any act or omission on such person’s part, including but not limited to the exercise of any power or discretion given to such member under this Plan, except for those acts or omissions resulting from such member’s gross negligence or willful misconduct. The Company shall indemnify each present and future person constituting, or member of the group constituting, the Board against, and each person or member of the group constituting the Board shall be entitled without further act on his or her part to indemnity from the Company for, all expenses (including the amount of judgments and the amount of approved settlements made with a view to the curtailment of costs of litigation) reasonably incurred by such person in connection with or arising out of any action, suit or proceeding to the fullest extent permitted by law and by the Articles of Incorporation and Bylaws of the Company.

SECTION 11. SEVERABILITY

If any provision of this Plan is held to be illegal or invalid for any reason, that illegality or invalidity shall not affect the remaining portions of this Plan, but such provision shall be fully severable and this Plan shall be construed and enforced as if the illegal or invalid provision had never been included in this Plan. Such an illegal or invalid provision shall be replaced by a revised provision that most nearly comports to the substance of the illegal or invalid provision. If any of the terms or provisions of this Plan or any Award Agreement conflict with the requirements of Applicable Laws, those conflicting terms or provisions shall be deemed inoperative to the extent they conflict with Applicable Law.

SECTION 12. SECTION 409A OF THE CODE

Awards granted under the Plan are intended to be exempt from Section 409A of the Code. To the extent that the Plan is not exempt from the requirements of Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, in no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

SECTION 13. WITHHOLDING

The Company shall have the right to deduct from any payment to be made to a Participant, or to otherwise require, prior to the issuance or delivery of any Shares or the payment of any cash hereunder, payment by the Participant of, any federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Shares, or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. The Board may permit any such statutory withholding obligation with regard to any Participant to be satisfied by reducing the number of Shares otherwise deliverable or by delivering Shares already owned.

SECTION 14. GOVERNING LAW

This Plan shall be governed and construed in accordance with the laws of the State of Maryland (regardless of the law that might otherwise govern under applicable principles of conflict of laws).

SECTION 15. EFFECTIVE DATE AND PROCEDURAL HISTORY

This Plan was originally approved by the Company’s Board on February 7, 2013 (the “Effective Date”). It was approved in that form by the holders of the Company’s voting Shares on February 7, 2013.

EX-10.5 8 v344410_ex10-5.htm EXHIBIT 10.5

FIRST AMENDMENT TO

ADVISORY AGREEMENT

This FIRST AMENDMENT to ADVISORY AGREEMENT is entered into as of March 11, 2013, by and among, ARC Realty Finance Trust, Inc. (the “Company”), ARC Realty Finance Operating Partnership, L.P. (the “OP”) and ARC Realty Finance Advisors, LLC (the “Advisor”).

RECITALS

WHEREAS, the Company, the OP and the Advisor entered into that certain Advisory Agreement (the “Advisory Agreement”), dated as of February 12, 2013; and

WHEREAS, pursuant to Section 25 of the Advisory Agreement, the Company, the OP and the Advisor desire to make a certain amendment to the Advisory Agreement.

NOW, THEREFORE, in consideration of the premises made hereunder, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Amendment to Section 11(a)(i) of the Advisory Agreement. Section 11(a)(i) of the Advisory Agreement is hereby replaced in its entirety with the following:

“i. Organization and Offering Expenses, including third-party due diligence fees related to the Primary Offering, as set forth in detailed and itemized invoices; provided, however, that the Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount of Organization and Offering Expenses paid by the Company and the Operating Partnership to exceed two percent (2.0%) of the Gross Proceeds raised in all Primary Offerings;”

[Signature page follows.]

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, have duly executed this agreement as of the date first set forth above.

ARC REALTY FINANCE TRUST, INC.

By:	/s/ Nicholas S. Schorsch
	Name:	Nicholas S. Schorsch
	Title:	Chief Executive Officer

ARC REALTY FINANCE OPERATING PARTNERSHIP, L.P.

By: ARC Realty Finance Trust, Inc., its general partner

By:	/s/ Nicholas S. Schorsch
	Name:	Nicholas S. Schorsch
	Title:	Chief Executive Officer

	ARC REALTY FINANCE ADVISORS, LLC

	By:	ARC Realty Finance Special Limited Partnership, LLC, its sole member

	By:	American Realty Capital VIII, LLC, its sole member

	By:	AR Capital, LLC, its sole member

By:	/s/ Nicholas S. Schorsch
	Name:	Nicholas S. Schorsch
	Title:	Manager

EX-10.6 9 v344410_ex10-6.htm EXHIBIT 10.6

FORM OF RESTRICTED SHARE AWARD AGREEMENT

PURSUANT TO THE

EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN
OF
ARC REALTY FINANCE TRUST, INC.

THIS RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”), made as __________, 201___, is by and between ARC Realty Finance Trust, Inc., a Maryland corporation (the “Company”), and ___________ (the “Participant”).

WHEREAS, the Board of Directors of the Company (the “Board”) adopted, and the stockholders of the Company approved, the Employee and Director Incentive Restricted Share Plan of ARC Realty Finance Trust, Inc. (as such plan may be amended from time to time, the “Plan”);

WHEREAS, as a non-employee director of the Company, pursuant to Section 6.1 of the Plan, upon the date of your initial election to the Board you were automatically granted shares of the Company’s common stock, par value $.01 per share (“Common Stock”) as set forth below and will be automatically granted additional shares of Common Stock on the date of each annual meeting of the Company’s stockholders after the date thereof that you remain a non-employee director of the Company as set forth below; and

WHEREAS, such shares of Common Stock are subject to certain restrictions prior to the vesting thereof as set forth herein.

NOW, THEREFORE, the Company and the Participant agree as follows:

1. Grant of Shares. Subject to the terms, conditions and restrictions of the Plan and this Agreement, as of each of (i) __________, 201____, the date of your initial election to the Board (the “Initial Grant Date”), and (ii) the date of each annual meeting of the Company’s stockholders thereafter (each an “Annual Grant Date”, and together with the Initial Grant Date, each a “Grant Date”), pursuant to Section 6.1 of the Plan, you were or will be, as applicable, automatically granted 1,333 shares of duly authorized, validly issued, fully paid and non-assessable Common Stock (the “Shares”). To the extent required by applicable law, the Participant will pay the Company the par value ($.01) for each Share awarded to the Participant simultaneously with the execution of this Agreement in cash or cash equivalents payable to the order of the Company. Pursuant to the Plan and Sections 2 and 3 of this Agreement, the Shares are subject to certain restrictions, which restrictions and possible risk of forfeiture will expire in accordance with the provisions of the Plan and Sections 2 and 3 hereof. While such restrictions are in effect, the Shares subject to such restrictions will be referred to herein as “Restricted Shares” and the period during which the Shares are subject to such restrictions will be referred to herein as the “Restriction Period.”

2. Restrictions on Transfer. The Participant will not sell, assign, transfer, pledge, exchange, encumber, hypothecate or otherwise dispose of the Restricted Shares, except as set forth in the Plan or this Agreement. Any attempted sale, assignment, transfer, pledge, exchange, encumbrance, hypothecation or other disposition of the Restricted Shares in violation of the Plan or this Agreement will be void and of no effect and the Company will have the right to disregard the same on its books and records and to issue “stop transfer” instructions to its transfer agent.

3. Vesting. Subject to the terms of the Plan and this Agreement, the Restricted Shares will vest and cease to be Restricted Shares, and accordingly, the restrictions contained in Sections 2 and 5 will no longer apply (but the Shares will remain subject to Section 9) as follows:

(a) Twenty percent (20%) upon each of the first, second, third, fourth and fifth anniversaries of the applicable Grant Date (i.e., upon the anniversaries of the Initial Grant Date with respect to the Restricted Shares granted upon the Participant’s initial election to the Board and upon the anniversaries of each applicable Annual Grant Date for any Restricted Shares granted to the Participant on the date of an annual meeting of the Company’s stockholders), subject in each case to the Participant not incurring a Termination prior to such vesting date.

(b) Notwithstanding Section 3(a), the Restricted Shares will become fully vested and cease to be Restricted Shares on the effective date of the consummation of a Change in Control (as defined on Appendix A), subject to the Participant not incurring a Termination prior to such vesting date.

(c) There will be no proportionate or partial vesting in the periods prior to the applicable vesting dates and all vesting will occur only on the appropriate vesting date.

4. Forfeiture. If a Participant incurs a Termination for any reason, the Participant will automatically forfeit any unvested Restricted Shares and the Company will acquire such unvested Restricted Shares for the amount paid by the Participant for such Restricted Shares (or, if no amount was paid by the Participant for such Restricted Shares, then the Company will acquire such Restricted Shares for no consideration).

5. Rights as a Holder of Restricted Shares. From and after the Grant Date, the Participant will have, with respect to the Restricted Shares, all of the rights of a holder of shares of Common Stock, including, without limitation, the right to vote the Shares, to receive and retain all regular cash distributions payable to holders of Shares of record on and after the Grant Date (although such distributions will be treated, to the extent required by applicable law, as additional compensation for tax purposes), and to exercise all other rights, powers and privileges of a holder of Shares with respect to the Restricted Shares, with the exception that: (i) to the extent the Company issues a distribution in the form other than a cash distribution, including in the form of Shares or other property, such distribution will be subject to the same restrictions that are then applicable to the Restricted Shares under the Plan and this Agreement and such restrictions will expire at the same time as the restrictions on the Restricted Shares expire; and (ii) the Participant may not sell, assign, transfer, pledge, exchange, encumber, hypothecate or otherwise dispose of the Restricted Shares during the Restriction Period.

6. Taxes; Section 83(b) Election. The Participant will be solely responsible for all applicable foreign, Federal, state, local or other taxes with respect to the Restricted Shares; provided, however, that at any time the Company is required to withhold any such taxes, the Participant acknowledges that (i) no later than the date on which any Restricted Shares will have become vested, the Participant will pay to the Company, or make arrangements satisfactory to the Company regarding payment of, any Federal, state, local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which will have become so vested; (ii) the Company will, to the extent permitted by law, have the right to deduct from any payment of any kind otherwise due to the Participant any Federal, state or local or other taxes of any kind required by law to be withheld with respect to any Restricted Shares which will have become so vested, including that the Company may, but will not be required to, sell a number of Restricted Shares sufficient to cover applicable withholding taxes; and (iii) in the event that the Participant does not satisfy (i) above on a timely basis, the Company may, but will not be required to, pay such required withholding and, to the extent permitted by Applicable Law, treat such amount as a demand loan to the Participant at the maximum rate permitted by law, with such loan, at the Company’s sole discretion and provided the Company so notifies the Participant within thirty (30) days of the making of the loan, secured by the Restricted Shares and any failure by the Participant to pay the loan upon demand will entitle the Company to all of the rights at law of a creditor secured by the Restricted Shares. The Company may hold as security any certificates representing any Restricted Shares and, upon demand of the Company, the Participant will deliver to the Company any certificates in his or her possession representing the Restricted Shares together with a stock power duly endorsed in blank. The Participant also acknowledges that it is his or her sole responsibility, and not the Company’s, to file timely and properly any election under Section 83(b) of the Code, and any corresponding provisions of state tax laws, if the Participant wishes to utilize such election. Although the Company makes no guarantee with respect to the tax treatment of the Restricted Shares, the award of Restricted Shares pursuant to this Agreement is intended to be exempt from Section 409A of the Code and will be limited, construed and interpreted in accordance with such intent. With respect to any distributions and other property issued in respect of the Shares, however, this Agreement is intended to comply with, or to be exempt from, the applicable requirements of Section 409A of the Code and will be limited, construed and interpreted in accordance with such intent. In no event whatsoever will the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.

7. No Obligation to Continue Employment or Service. This Agreement is not an agreement of employment or service. Neither the execution of this Agreement nor the issuance of the Restricted Shares hereunder constitute an agreement by the Company or any of its Affiliates to employ or retain, or to continue to employ or retain, the Participant during the entire, or any portion of, the term of this Agreement, including, but not limited to, any period during which any Restricted Shares are outstanding, nor does it modify in any respect the Company or its Affiliate’s right to terminate or modify the Participant’s service or compensation.

8. Legend. In the event that a certificate evidencing the Restricted Shares is issued, the certificate representing the Restricted Shares will have endorsed thereon the following legends:

(a) “THE ANTICIPATION, ALIENATION, ATTACHMENT, SALE, TRANSFER, ASSIGNMENT, PLEDGE, ENCUMBRANCE OR CHARGE OF THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE) OF THE EMPLOYEE AND DIRECTOR INCENTIVE RESTRICTED SHARE PLAN OF ARC REALTY FINANCE TRUST, INC. (THE “COMPANY”) (AS SUCH PLAN MAY BE AMENDED FROM TIME TO TIME, THE “PLAN”) AND AN AGREEMENT ENTERED INTO BETWEEN THE REGISTERED OWNER AND THE COMPANY DATED AS OF ______________, 201__. COPIES OF SUCH PLAN AND AGREEMENT ARE ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.”

(b) Any legend required to be placed thereon by applicable blue sky laws of any state.

Notwithstanding the foregoing, in no event will the Company be obligated to issue a certificate representing the Restricted Shares prior to vesting as set forth in Section 3 hereof.

9. Securities Representations. The Shares are being issued to the Participant and this Agreement is being made by the Company in reliance upon the following express representations and warranties of the Participant.

The Participant acknowledges, represents and warrants that:

(a) the Participant has been advised that the Participant may be an “affiliate” within the meaning of Rule 144 under the Securities Act of 1933, as amended (the “Act”), currently or at the time the Participant desires to sell the Shares following the vesting of the Restricted Shares, and in this connection the Company is relying in part on the Participant’s representations set forth in this section.

(b) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Shares must be held indefinitely unless an exemption from any applicable resale restrictions is available or the Company files an additional registration statement (or a “re-offer prospectus”) with regard to such Shares.

(d) If the Participant is deemed an affiliate within the meaning of Rule 144 of the Act, the Participant understands that the exemption from registration under Rule 144 will not be available unless (i) a public trading market then exists for the Common Stock, (ii) adequate information concerning the Company is then available to the public, and (iii) other terms and conditions of Rule 144 or any exemption therefrom are complied with; and that any sale of the Shares may be made only in limited amounts in accordance with such terms and conditions.

10. Power of Attorney. The Company, its successors and assigns, is hereby appointed the attorney-in-fact, with full power of substitution, of the Participant for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instruments which such attorney-in-fact may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest. The Company, as attorney-in-fact for the Participant, may in the name and stead of the Participant, make and execute all conveyances, assignments and transfers of the Restricted Shares provided for herein, and the Participant hereby ratifies and confirms that which the Company, as said attorney-in-fact, will do by virtue hereof. Nevertheless, the Participant will, if so requested by the Company, execute and deliver to the Company all such instruments as may, in the judgment of the Company, be advisable for this purpose.

11. Miscellaneous.

(a) This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, personal legal representatives, successors, trustees, administrators, distributees, devisees and legatees. The Company may assign to, and require, any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree in writing to perform this Agreement. Notwithstanding the foregoing, the Participant may not assign this Agreement or any of the Participant’s rights, interests or obligations hereunder.

(b) This award of Restricted Shares will not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Restricted Shares, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding.

(c) The Participant agrees that the award of the Restricted Shares hereunder is special incentive compensation and that it, any dividends paid thereon (even if treated as compensation for tax purposes) will not be taken into account as “salary” or “compensation” or “bonus” in determining the amount of any payment under any pension, retirement or profit-sharing plan of the Company or any life insurance, disability or other benefit plan of the Company.

(d) No modification or waiver of any of the provisions of this Agreement will be effective unless in writing and signed by the party against whom it is sought to be enforced.

(e) This Agreement may be executed in one or more counterparts (including by facsimile transmission), each of which will be deemed an original, but all of which together will constitute one and the same instrument.

(f) The failure of any party hereto at any time to require performance by another party of any provision of this Agreement will not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement will not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(g) The headings of the sections of this Agreement have been inserted for convenience of reference only and will in no way restrict or modify any of the terms or provisions hereof.

(h) All notices, consents, requests, approvals, instructions and other communications provided for herein will be in writing and validly given or made when delivered, or on the second succeeding business day after being mailed by registered or certified mail, whichever is earlier, to the persons entitled or required to receive the same, addressed, in the case of the Company to the President of the Company at the principal office of the Company and, in the case of the Participant, at the address most recently on file with the Company.

(i) This Agreement will be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Maryland without reference to rules relating to conflicts of law.

(j) If any provision of this Agreement will be held invalid or unenforceable, such invalidity or unenforceability will not affect any other provisions hereof, and this Agreement will be construed and enforced as if such provisions had not been included.

12. Provisions of Plan Control. This Agreement is subject to all the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted thereunder and as may be in effect from time to time. The Plan is incorporated herein by reference. A copy of the Plan has been delivered to the Participant. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan will control, and this Agreement will be deemed to be modified accordingly. Unless otherwise indicated, any capitalized term used but not defined herein will have the meaning ascribed to such term in the Plan. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof (other than any other documents expressly contemplated herein or in the Plan) and supersedes any prior agreements between the Company and the Participant.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

	ARC Realty Finance Trust, Inc.

	By:
		Name:
		Title:

Participant


[Name]

APPENDIX A

“Change in Control” means and includes any of the following events:

(i) any Person is or becomes Beneficial Owner (as defined under Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then outstanding securities of the Company, excluding (A) any Person who becomes such a Beneficial Owner in connection with a transaction described in clause (x) of subsection (ii) below and (B) any Person who becomes such a Beneficial Owner through the issuance of such securities with respect to purchases made directly from the Company; or

(ii) the consummation of a merger or consolidation of the Company with any other Person or the issuance of voting securities of the Company in connection with a merger or consolidation of the Company (or any direct or indirect subsidiary of the Company) pursuant to applicable stock exchange requirements, other than (x) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) thirty percent (30%) or more of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation, or (y) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the then outstanding securities of the Company; or

(iii) the consummation of a sale or disposition by the Company of all or substantially all of the assets of the Company; or

(iv) persons who, as of the Grant Date, constitute the Board (the “Incumbent Directors”) cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of the Board, provided that any person becoming a director of the Company subsequent to such date shall be considered an Incumbent Director if such person’s election was approved by or such person was nominated for election a vote of at least a majority of the Incumbent Directors.

EX-14 10 v344410_ex14.htm EXHIBIT 14

ARC REALTY FINANCE TRUST, INC.

CODE OF ETHICS

Adopted by the Board of Directors on February 7, 2013

Statement of Purpose

The purpose of this Code of Ethics (this “Code”) is to reaffirm the strong commitment of ARC Realty Finance Trust, Inc. (together with its subsidiaries and affiliates, the “Company”) to the highest standards of legal and ethical conduct in its business practices, to provide general direction regarding acceptable standards of operation, and to encourage directors, officers and employees (individually and/or collectively, an “employee” or “employees”) to seek further clarification when questions about ethical conduct arise.

The Company’s Board of Directors (the “Board”) believes this Code should be an evolving set of conduct guidelines and ethics, subject to modification from time to time as circumstances warrant. Any waiver of this Code must be in accordance with the provisions of this Code set forth under “Waiver of the Code of Ethics.”

General Ethical Requirements

Employees should read this Code with the following in mind:

The Company requires that every employee comply with these standards.

This policy does not identify every type of activity which might give rise to a question about ethical conduct. The Company encourages employees who have questions to discuss them with his or her manager or, as appropriate and applicable, the Company’s Human Resources Director, General Counsel, Chief Executive Officer (the “CEO”) or Chief Operating Officer (the “COO”).

An employee who knows or has reason to know of any activity that violates or could violate these standards must promptly report the matter to his or her manager or the Company’s Human Resources Director, the General Counsel, the CEO or the COO. Each person who receives notification of a possible violation of this Code pursuant to this Code is required to act in accordance with this Code with respect to such situation.

Each employee of the Company is expected and required to:

Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.

Provide information that is accurate, complete, objective, relevant, timely and understandable.

Comply, both in letter and in spirit, with rules and regulations of federal, state and local governments, and other appropriate private and public regulatory agencies. Although not all employees are expected to know the details of all applicable laws, it is important to be aware when to seek advice from appropriate Company personnel.

Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be subordinated.

Respect the confidentiality of information acquired in the course of work except when authorized or otherwise legally obligated to disclose such information. Confidential information acquired in the course of work should not be used improperly for personal advantage.

Work collaboratively and maintain skills that are important and relevant to the Company’s needs.

Proactively promote ethical behavior as a responsible colleague among peers in his or her work environment and community.

Achieve responsible use of and control over all Company assets and resources employed or entrusted to him or her.

Responsible Behavior

As an employee of the Company, you are expected to exhibit a high degree of personal integrity at all times. This not only involves sincere respect for the rights and feelings of others, but also demands that you refrain from any behavior that might be harmful to you, your co-workers, or the Company, or that might be viewed unfavorably by current or potential tenants or clients, or by the public at large. Because your conduct reflects on the Company, you are encouraged to observe the highest standards of professionalism at all times.

Consequences of Failure to Comply

All employees must conform to ethical and legal standards in order to abide by the law and to preserve the Company’s integrity and reputation. Failure to adhere to this Code may result in disciplinary action, up to and including termination of employment.

Gifts of All Kinds

The Company’s employees must avoid any implication that unfair or preferential treatment will be granted or received by them in their course of dealing on behalf of the Company. Accordingly, with regard to entertainment, gifts, favors, and gratuities, employees should ask themselves whether the public disclosure of the receipt of such gifts would embarrass the Company or the recipient.

Employees may not give or receive any gifts or favors to or from any customer, supplier or competitor (other than gifts of nominal value) without prior consent of a senior officer of the Company. In no event shall an employee give or receive a gift in the form of cash, stocks, bonds, options or similar types of items.

It is impermissible and may be unlawful to engage in bribery for the purpose of influencing someone in connection with the Company’s business or a Company transaction. Similarly, it is impermissible and may be unlawful to solicit, demand or accept anything of material value with the intent of being influenced or rewarded in connection with any Company business or transaction. Therefore, no employee may give or receive any gift if it could reasonably be viewed as an improper act taken to gain a business advantage.

Employees are not prevented from incurring normal business-related expenses for entertainment or from accepting personal mementos of minimal value. It is acceptable to occasionally allow a supplier, tenant or client to pay for a business meal.

Governmental Activities

Prohibition Against Bribery of Government Officials. Regardless of where they are located or where they act, Company employees must comply with the U.S. Foreign Corrupt Practices Act, which prohibits the making or offering of any payment or anything of value to any foreign official to improperly influence any governmental act or decision or to assist the Company in obtaining or retaining business. No Company employee anywhere in the world may make a bribe, payment or gift to any government official, whether or not there is an attempt to influence. The Company may make a payment to a governmental official or employee outside the United States only if:

it is made for a legitimate business purpose and not to obtain benefits not permitted by local law or to escape obligations imposed by local laws;

it is modest in amount and made in accordance with prevailing local law and customs;

its public disclosure would not embarrass or otherwise harm the Company; and

the payment is authorized by the Board or by the board of directors of the subsidiary or affiliate making the payment.

Relationships with Governmental Employees. United States laws forbid the giving of anything of value to or for the benefit of any government official because of any official act performed or to be performed or to influence any official act. The law may even bar providing governmental employees amenities such as complimentary tickets or a meal, even one of nominal value (the equivalent of $10 or less). No Company employee, or anyone acting either directly or indirectly for or on behalf of the Company, shall give any money or provide any gift or meal which has more than a nominal value, to or for the benefit of any governmental official or employee, whether at the national or local level.

If it is appropriate under the circumstances with respect to business activities with governmental officials or employees, you are permitted to give advertising or promotional items of a nominal value such as pens with the Company logo or provide modest refreshments on an occasional basis.

Payments and Commissions

The Company will pay only those brokers and agents with whom it has a formal written agreement and from whom it has an invoice detailing the amount to be paid. Employees must ensure that vouchers properly identify commissions.

An employee may make payment to an agent for only the amount that constitutes the proper remuneration for the service rendered by the agent. An employee may not make a commission or any other payment if that employee knows or has reason to know the payment will be used as a bribe.

Contacts with the Press

All inquiries from the press which you receive relating to the Company should be promptly referred to the General Counsel, CEO or COO of the Company or other person designated by any of the foregoing officers with respect to any matters. It is very important that no employee of the Company other than authorized persons provide information or comment on matters relating to the Company to the press.

Regulation FD and Selective Disclosure

Regulation FD prohibits the Company from selectively disclosing material nonpublic information to securities market professionals or security holders that might buy or sell the Company’s securities on the basis of such information. Regulation FD provides that:

(1)

whenever a reporting company (or a person acting on its behalf),

(a)

discloses material nonpublic information,

(b)

to securities market professionals (including broker-dealers, investment advisors, investment companies, hedge funds and others) or to holders of the company’s securities who may well trade on the basis of such information,

(2)

then the reporting company must make public disclosure of that same information:

(a)

simultaneously (for intentional disclosures) or

(b)

promptly (for non-intentional disclosures).

One of the exceptions to the requirement of nonselective public disclosure of material nonpublic information is disclosure made “to a person who expressly agrees to maintain the disclosed information in confidence.” The Company and other publicly registered companies routinely rely on this exception by utilizing confidentiality agreements. Although Regulation FD does not require that such agreements of confidentiality be in writing, in order to protect the Company and its stockholders from even the appearance of Regulation FD violations, the Company’s policy is that, other than as approved by the General Counsel, CEO or COO, no disclosure of material nonpublic information concerning the Company made on a selective basis should be made other than pursuant to a written confidentiality agreement.

The United States Securities and Exchange Commission (the “SEC”) has made several “observations” that should prove very instructive to employees when navigating the limitations imposed by Regulation FD, including the following:

Senior officials of issuers should be particularly cautious during private conversations with analysts, broker-dealers, and due diligence professionals.

When communicating with securities industry professionals, issuers may not use “code” words to selectively disclose information that they could not selectively disclose expressly.

The Company obviously cannot allow activity by any of its officers or employees that violates Regulation FD. The Company’s policies are designed to ensure that (1) the Company does not violate Regulation FD and (2) the risk that there is any appearance of Regulation FD violations by the Company is minimized.

No employee of the Company should disclose in any manner any material nonpublic information concerning the Company during any discussions with stockholders, broker-dealer representatives or other third parties. The following exceptions are obviously applicable:

(1)

the appropriate officers of the Company (such as the Chairman, General Counsel, CEO, COO, and Chief Financial Officer) may have discussions with, and disclose confidential information to, lenders, potential lenders, internal and external auditors, and their representatives who are not stockholders in accordance with standard industry practices and who need such information in connection with their existing or proposed financings or professional services; and

(2)

subject to any parameters set from time to time by the Company’s General Counsel, CEO or COO, disclosures may be made by the appropriate officers to persons or institutions that are party to an effective, written confidentiality agreement negotiated by the Company’s General Counsel, COO or other legal counsel approved by the General Counsel or COO.

Insider Trading of Securities

It is each employee’s responsibility to make sure that any trading in the Company’s securities by him or her is handled in a manner which complies with the Company’s policies and all applicable laws. No employee of the Company or member of his or her immediate family living in his or her household should trade, buy or sell or enter into any other transaction relating to securities of the Company (including any transfer in the form of a gift, loan, pledge, hedge, contribution to a trust or other transfer) without first confirming in writing with the COO of the Company or the General Counsel or members of the legal department if the General Counsel is unavailable, that such transaction would be in compliance with the requirements detailed below and in order to provide advance notice so that the appropriate SEC report is timely filed, if applicable. Even after advance notice is given and approval received, as soon as possible on the same day as the trade, you must inform the Company’s COO or General Counsel in writing of the number of shares purchased, sold or otherwise affected, the date of the transactions, and the price per share, as well as provide any other information relating to the transaction which he may request. If the COO or General Counsel is out of the office or otherwise unavailable, copies of the foregoing material should be sent simultaneously to the Company’s outside corporate legal counsel.

Any employee who is aware of “material, non-public information” relating to the Company is prohibited from trading shares in the Company’s shares. This prohibition continues until the information has been made available to the public for at least three trading days. “Material, non-public information” includes information that is not available to the general public which could affect the market price of the Company’s shares and to which a reasonable investor would attach importance in deciding whether to buy, sell or hold Company securities. Common examples of “material, non-public information” are: (1) estimates or projections of earnings or results of operations for current or future earnings or results of operations for current or future periods; (2) news of a pending or proposed merger, acquisition, sale, or tender offer or other significant transaction, lease, default or bankruptcy of a significant borrower, lease termination or bankruptcy of a significant tenant; or (3) changes in dividend distributions or policies. Such information is material whether it is negative or positive information. Information is considered to be available to the general public only when it has been released to the public through a press release or other authorized channels. It is assumed that it will take the investment market up to three trading days to absorb and evaluate the information. If you have any questions as to whether information is “material, non-public information,” please do not hesitate to call the COO or General Counsel of the Company.

No employee of the Company or any member of his or her immediate family living in his or her household may buy or sell Company shares during the period beginning on the last day of each fiscal quarter or fiscal year (i.e. March 31, June 30, September 30, and December 31 of each year) and ending three full trading days after the public release by the Company of its financial results for such fiscal quarter or year. This means that, prior to buying or selling Company shares, you must first determine whether financial results have been released to the public for the immediately preceding quarter or year, as applicable. This information can be obtained from the Company’s Vice President of Corporate Accounting, COO or General Counsel.

Every employee is required to strictly comply with the foregoing requirements. You should be aware that trading securities in the Company with the knowledge of “material, non-public information” is not only a violation of the foregoing requirements, which may result in disciplinary action up to and including termination of employment, but is also a violation of law that carries strict penalties.

Conflicts of Interest

It is very important for all employees to avoid any actual or apparent conflict of interest. Any time such conflict appears, or an employee is concerned that such a conflict might develop, the employee is required to discuss the matter with his or her manager, department head or the General Counsel, CEO or COO.

Each employee is expected to avoid any action or involvement which would in any way compromise his or her actions on behalf of the Company. Some examples of clear conflict of interest situations which should always be avoided include the following:

any ownership interest (other than nominal amounts of stock holdings in publicly traded companies) in any supplier, tenant, client or competitor;

any consulting or employment relationship with any tenant, client, supplier or competitor;

any outside business activity which is competitive with any of the Company’s business;

any outside activity of any type which is so substantial as to call into question the employee’s ability to devote appropriate time and attention to his or her job responsibilities with the Company;

the service on any board of directors of any borrower, tenant, client, supplier or competitor unless such board service has been disclosed to the Company and approved by the General Counsel, CEO or the COO;

being in the position of being solely responsible for supervising, reviewing or having any influence on the job evaluation, pay or benefits of any close relative also employed by the Company; and

selling anything to the Company or buying anything from the Company (except pursuant to (i) any normal program of disposal of surplus Company property which is offered to all employees in general or (ii) other programs approved by the General Counsel, CEO or the COO.)

Transactions with outside firms must be conducted within a framework established and controlled by the executive level of the Company. Business dealings with outside firms should not result in unusual gains for those firms. “Unusual gain” refers to bribes, product bonuses, special fringe benefits, unusual price breaks and other windfalls designed to ultimately benefit either the employer, the employee or both. Promotional plans that could be interpreted to involve unusual gain require specific executive level approval.

No “presumption of guilt” is created by the mere existence of a relationship with outside firms. However, if an employee has any influence on transactions involving purchases, contracts or leases, it is imperative that he or she disclose to the Company as soon as possible the existence of any actual or potential conflict of interest so that safeguards can be established to protect all parties.

Every employee is prohibited from partaking in any activity or association that creates or appears to create a conflict between the employee’s personal interests and the Company’s business interests. In addition, an employee must not allow any situation or personal interest to interfere with the exercise of independent judgment or with that employee’s ability to act in the best interests of the Company.

A conflict involving any executive officer or member of the Board will be reviewed directly by the Board or the Conflicts Committee of the Board, as appropriate. Conflicts involving any other employee of the Company will be reviewed by the employee’s supervisor or local human resources representative, General Counsel or outside counsel after full disclosure by the employee.

In certain limited cases, activities giving rise to potential conflicts of interest may be waived and permitted if they are determined not to be harmful to the Company. That determination will be made by the Board or the Conflicts Committee of the Board, as appropriate, in the case of any executive officer or Director, and by the applicable supervisor or the local human resources representative and the Company’s General Counsel or outside counsel.

Conflicts of interest may not always be apparent, so if an employee has a question, the employee should consult with his or her supervisor or local human resources representative or the Company’s General Counsel or outside counsel, who will assist in determining if there is a conflict and, if so, how to resolve it without compromising the Company’s interests. Prompt and full disclosure is always the appropriate first step towards identifying and resolving any potential conflict of interest or problem. Any employee who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, local human resources representative or the Company’s General Counsel, CEO or COO. Please consult the procedures described in this Code under “Compliance Procedures” when confronted with a conflict or potential conflict.

Confidentiality

It is critical to the conduct of the Company’s business and our relationships with its borrowers, tenants and clients and that the Company’s activities be kept confidential. Whatever your position in the organization, you must maintain the confidential nature of the Company’s business. Confidential transactions, correspondence, conversations and negotiations involving tenants or clients or the Company’s internal activities should not be discussed with other borrowers, tenants or clients or in any way made public by you. Caution should be used when discussing any business activities in a social as well as business context and in public places, building elevators and public transportation facilities. Documents, letters and similar items should be put in folders or envelopes when they are left on desks or carried in building elevators to prevent unauthorized persons from seeing the information they contain.

The Company possesses and will continue to possess information that has been created, discovered and developed by the Company; has been disclosed to the Company under the obligation of confidentiality; or has otherwise become known to the Company and has commercial value to its business. All such information, except such information as is known or becomes known to the public without violation of the terms of this policy, is hereafter called “Confidential and Proprietary Information”.

Some examples of Confidential and Proprietary Information include the identity of current and prospective borrowers and tenants, marketing strategies, pending projects and proposals, pricing policies, financial statements, projections, plans for new investments, acquisitions or developments, trade secrets, operation methods, software and computer programs, and other materials, products, designs, plan, ideas, and data.

During an employee’s employment with the Company and after termination (whether voluntary or involuntary) of such employee’s employment with the Company or any of its affiliates, the employee shall keep secret and retain in strictest confidence all such Confidential and Proprietary Information. Any employee who discloses Confidential and Proprietary Information may be subject to disciplinary action, up to and including possible termination of employment and legal action, even if he or she does not actually benefit from disclosure of such information. Nothing contained in this paragraph shall be deemed to prevent the employee from utilizing his or her general knowledge, intellect, experience, and skills for gainful employment after termination of employment with the Company; provided, that this sentence shall not relieve any current or former Company employee from any obligations he or she may have pursuant to an effective non-compete agreement with the Company.

Company Property

All memoranda, notes, lists, records and other documents (and all copies thereof) made or compiled by the employee or made available to the employee concerning the business of the Company or any or its affiliates is and shall be the Company’s property and shall be delivered to the Company promptly upon the termination of the employee’s employment with the Company or any of its affiliates or at any other time on request.

Environmental Compliance

The Company is committed to full compliance with all environmental statutes and regulations applicable to its business. All people functioning in a capacity involved with air emissions, water discharges, solid waste or hazardous or toxic materials must be familiar with and comply with all applicable laws and regulations and must promptly report to management any unpermitted spills, discharges or releases, or conditions likely to lead to them, so that remedial action may be taken.

Compliance with Antitrust Laws

It is the Company’s policy to compete fairly and legitimately and to comply with the applicable antitrust and trade regulation laws. These laws may prohibit agreements and practices in restraint of trade such as price fixing, boycotting suppliers or customers, predatory pricing intended to run a competitor out of business, unfair competition, and attempts to monopolize. The purpose of these laws is to promote vigorous, free, and open competition in the marketplace and violations may result in severe penalties for the Company and individual employees, including substantial fines and even prison sentences. In order to comply with the U.S. antitrust laws, Company employees may not (1) discuss pricing or related matters with competitors, (2) agree with competitors to divide or allocate customers, markets or territories, (3) agree with anyone not to deal with another company or (4) force a customer to buy one product in order to get another product. Employees should consult with the General Counsel or members of the legal department if the General Counsel is unavailable, prior to having any contacts with competitors not previously approved by the General Counsel or members of the legal department if the General Counsel is unavailable, and before engaging in any activities like those described above.

Outside Employment

Officers of the Company may not engage in any material outside employment other than work as a volunteer without prior written approval of the General Counsel, CEO or COO.

Any employee who does perform outside work has a special responsibility to avoid any conflict with the Company’s business interests. Outside work should not be performed on the Company’s time.

Political Activities

Employees may enjoy membership in and contribute to political parties, trade associations and similar organizations. However, any political activity is strictly on the employee’s own time and at the employee’s own expense except as otherwise approved by the General Counsel or CEO.

Corporate Funds

Employees are forbidden to use, directly or indirectly, corporate funds and assets for any unlawful or improper purpose or to accomplish any unlawful or improper goal. The Company also prohibits the establishment or maintenance of undisclosed or unrecorded funds and assets and the willful improper accounting of funds and assets. The Company requires all employees who handle funds and assets of the Company to so in compliance with all (a) of the Company’s policies in effect from time to time, (b) all governmental laws, rules, regulations and orders and (c) generally accepted accounting principles.

SEC Filings

Each employee of the Company shall endeavor to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the SEC and in other public communications made by the Company. Each employee of the Company involved in preparing or reviewing SEC filings and other public communications made by the Company shall be responsible for ensuring that to such employee’s knowledge, such filings or other communications do not contain any inaccuracy, material misstatement or omission of any information necessary to make the statements made not misleading.

Record-Keeping

The Company’s books, records, accounts and financial statements must be timely maintained in reasonable detail and must completely and accurately reflect the Company’s assets, liabilities and transactions, conforming to applicable legal requirements and financial policies and procedures of the Company’s internal controls systems. No transaction shall be carried out in a manner such that the substance of the transaction is obscured or recorded improperly.

If an employee has any concerns with accounting or auditing matters, the employee should report them to the appropriate Company personnel.

Employment Policies

Equal Opportunity. The Company seeks to maintain its reputation as an outstanding employer and to ensure high levels of employee motivation and commitment. It is the Company’s policy to treat applicants and employees without regard to race, color, religion, sex, age, national origin, sexual orientation, disability or veteran status. Each manager has direct responsibility for implementing this policy and communicating it to employees and others acting under his or her direction or control. All employees must follow and support this policy.

Discrimination or Harassment. The Company’s policy is to provide a work environment that is free from discrimination based on the racial, ethnic, religious, physical or sexual characteristics or sexual orientation of another and verbal or physical harassment for any reason. This policy prohibits any discriminatory or harassing conduct which is made a condition of employment, is used as a basis for employment decisions, or has the purpose or effect of unreasonably interfering with an individual’s work performance or creating an intimidating, hostile or offensive working environment. The Company may be held responsible for conduct that might be considered harassment or discrimination toward employees by managers, supervisors, or other employees, and sometimes even non-employees, when the Company knows or should have known of the conduct and fails to take appropriate corrective action. Employees who engage in acts of harassment or discrimination are subject to discipline, which may include termination of employment. Managers are responsible for ensuring that their people follow this policy.

Illegal Drugs and Alcohol. Substance abuse poses serious health and safety risks not only to the abuser, but to all those who work with him or her. It also affects job performance. The Company is dedicated to pursuing an environment free of substance abuse to protect the health and well being of employees and to better the Company’s business. The Company has guidelines that are compassionate but firm. While they are designed primarily to end the substance abuse and not punish the abuser, the use of illegal drugs and alcohol on Company premises is prohibited. The Company reserves the right to test employees for substance abuse where such testing is permitted.

Waivers of the Code of Ethics

A waiver of this Code for the CEO may be made only by the Board or the appropriate Board committee acting on behalf of the Board and will be promptly disclosed to the extent required by law. A waiver of this Code for all other employees may be made only by the Company’s General Counsel, CEO or COO, and shall be discussed with the Board or a Committee of the Board as appropriate.

EX-31.1 11 v344410_ex31-1.htm EXHIBIT 31.1

Exhibit 31.1

I, Nicholas S. Schorsch, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 of ARC Realty Finance Trust, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2013	/s/ Nicholas S. Schorsch
	Nicholas S. Schorsch
	Chief Executive Officer and
	Chairman of the Board of Directors
	(Principal Executive Officer)

EX-31.2 12 v344410_ex31-2.htm EXHIBIT 31.2

Exhibit 31.2

I, Nicholas Radesca, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013 of ARC Realty Finance Trust, Inc.;

(a)

(b)

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 15, 2013	/s/ Nicholas Radesca
	Nicholas Radesca
	Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)

EX-32 13 v344410_ex32.htm EXHIBIT 32

Exhibit 32

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended.

The undersigned, who are the Chief Executive Officer and Chief Financial Officer of ARC Realty Finance Trust Inc. (the “Company”), each hereby certify as follows:

The quarterly report on Form 10-Q of the Company, which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this quarterly report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 15^th day of May, 2013



	/s/ Nicholas S. Schorsch
	Nicholas S. Schorsch
	Chief Executive Officer, Chairman of the Board of Directors
	(Principal Executive Officer)

	/s/ Nicholas Radesca
	Nicholas Radesca
	Chief Financial Officer and Treasurer
	(Principal Financial and Accounting Officer)

EX-101.INS 14 cik1562528-20130331.xml XBRL INSTANCE DOCUMENT <div> <div> Development Stage Company   The Company complies with the reporting requirements of development stage enterprises. Pursuant to the terms of the Offering, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of March 31, 2013, the Company had not reached such threshold, acquired or originated any commercial real estate debt, commercial real estate securities, or commercial real estate properties or earned any income. </div> </div> 0.00565068493 <div> <div> Distribution Reinvestment Plan   Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded to equity in the balance sheet in the period distributions are declared. There have been no shares issued under the DRIP as of March 31, 2013. </div> </div> 0.02 2000000000 400000000 0.05 0.12 0.0125 0.05 4000000 2000000 <div> <div> Offering and Related Costs   Offering and related costs include all expenses incurred in connection with the Company's Offering. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. Offering costs will be reclassified from deferred costs to stockholder's equity when the Company commences its Offering, and will include all expenses incurred by the Company in connection with its Offering as of such date. These costs include but are not limited to (i) legal, accounting, printing, mailing and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Company, not withstanding that the Advisor is obligated to reimburse the Company to the extent organizational and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2.00% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other offering costs do not exceed 12.00% of the gross proceeds determined at the end of offering (See Note 4 - Related Party Transactions and Arrangements). </div> </div> 0.2 0.02 0.25 0.0075 2300000 0.02 0.01 0.005 0.015 0.045 0.01 0.03 0.07 0.075 0.025 0.025 0.01 0.15 0.06 0.15 0.06 0.15 0.1 0.06 0.15 0.06 0.02 0.925 0.975 0.95 1 false --12-31 Q1 2013 2013-03-31 10-Q 0001562528 97778 Smaller Reporting Company ARC Realty Finance Trust, Inc.

1200207

635216

-2070251

199911

-2270162

6000

941191

6000

573

5427

6000

0.01

300000000

8888

2000000

-5019

-20544

940618

20544

15525

896500

121500

900000

5019

20544

2096707

756716

6000

941191

5427

6000

-5019

-20544

-15525

-5019

-15525

5020

20545

413061

733989

0.01

50000000

418488

539989

200000

5020

20545

200000

2020

22.50

P5Y

1333

22.5

8888

<div> <div> Note 2 - Summary of Significant Accounting Policies   Basis of Accounting   The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with GAAP.   Development Stage Company   The Company complies with the reporting requirements of development stage enterprises. Pursuant to the terms of the Offering, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of March 31, 2013, the Company had not reached such threshold, acquired or originated any commercial real estate debt, commercial real estate securities, or commercial real estate properties or earned any income.   Principles of Consolidation and Basis of Presentation   The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary.   Use of Estimates   The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding classification of investments, fair value measurements, credit losses and impairments of investments, and derivative financial instruments and hedging activities, as applicable.   Organizational Costs   Organizational costs may include accounting, legal and regulatory fees incurred related to the formation of the Company. Organizational costs are expensed as incurred.   Real Estate Debt Investments   Commercial real estate debt investments are intended to be held until maturity and, accordingly, will be carried at cost, net of unamortized origination fees, acquisition fees, discounts and unfunded commitments unless such loan or investment is deemed to be impaired. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a loan loss reserve. Interest income is recorded on the accrual basis and related discounts, premiums, origination costs and fees on investments are amortized over the life of the investment using the effective interest method. The amortization will be reflected as an adjustment to interest income in the Company's consolidated statements of operations.   Real Estate Securities   On the acquisition date, all of the Company's commercial real estate securities will be classified as available for sale, and will be carried at fair value, with any unrealized gains (losses) reported as a component of accumulated other comprehensive income (loss) in the Company's consolidated statement of stockholder's equity. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains (losses) on such securities will be recorded in unrealized gains (losses) on investments in the Company's consolidated statement of operations. Interest income on commercial real estate securities will be recognized using the effective interest method with any purchased premium or discount recorded as an adjustment to interest income.   Credit Losses and Impairment on Investments   Real Estate Debt Investments   The Company will maintain a loan loss reserve on its commercial real estate debt investments, if appropriate. A provision will be established when the Company believes a loan is impaired, which is when it is deemed probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company will assess the credit quality of the portfolio and adequacy of reserves on at least a quarterly basis. To determine if a commercial real estate debt investment is impaired, the Company will consider the estimated net recoverable value of the loan as well as other factors, including but not limited to fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the economic situation of the region where the borrower does business. Because this determination is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date.   Income recognition will be suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Company, a full recovery of income and principal becomes doubtful. Income recognition will be resumed when the suspended loan becomes contractually current and performance is demonstrated to be resumed. A loan will be written off when it is no longer realizable and legally discharged.   Real Estate Securities   Commercial real estate securities for which the fair value option is not elected will be periodically evaluated for other-than-temporary impairment. A security where the fair value is less than amortized cost will be considered impaired. Impairment of a security will be considered to be other-than-temporary when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. If it is determined that an other-than-temporary impairment exists, the portion related to credit losses, where the Company does not expect to recover its entire amortized cost basis, will be recognized as an "Impairment of assets" on the Company's consolidated statement of operations. If the Company does not intend to sell the security and it is more likely than not that the entity will not be required to sell the security, but the security has suffered a credit loss, the impairment charge will be separated. The credit loss component of the impairment will be recorded as an "Impairment of assets" on the Company's consolidated statement of operations, and the remainder will be recorded in "accumulated other comprehensive income (loss)" on the Company's consolidated balance sheet.   Commercial real estate securities for which the fair value option was elected will not be evaluated for other-than-temporary impairment as changes in fair value are recorded in the Company's consolidated statement of operations.   Cash   Cash includes cash in bank accounts. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit.   Restricted Cash   Restricted cash may primarily consist of escrow deposits for future debt service payments, taxes, insurance, property maintenance or other amounts collected with mortgage loan originations.   Deferred Costs   Deferred costs may consist primarily of deferred financing costs or deferred offering costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs will be amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs will be expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close will be expensed in the period in which it is determined that the financing will not close.   Deferred offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of shares of the Company's common stock. As of December 31, 2012, such costs totaled $0.9 million. On the day the Company commenced its Offering, deferred offering costs were reclassified to stockholder's equity (deficit).   Share Repurchase Program   The Company will have a Share Repurchase Program ("SRP") that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company's capital or operations.   Prior to the time that the Company's shares are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date - the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date - the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date - the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date - the lower of $25.00 or 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations).   Once the Company begins to calculate its NAV, the price per share that the Company will pay to repurchase shares of the Company's common stock on any business day will be the Company's per share NAV for the quarter, calculated after the close of business on the first business day of each quarter, plus applicable selling commissions and dealer manager fees. Subject to limited exceptions, stockholders who redeem their shares of the Company's common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate per share NAV of the shares of common stock received. Because the Company's per share NAV will be calculated quarterly, the redemption price may fluctuate between the redemption request day and the date on which the Company pays redemption proceeds.   Until the Company begins to calculate its NAV, the Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption, at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding during the prior year.   After the Company begins to calculate its NAV, purchases under the SRP will be limited in any calendar year to 1.25% of Company's NAV as of the last day of the previous calendar quarter, or approximately 5% of the Company's NAV in any 12 month period. If the Company reaches the 1.25% limit on redemptions during any quarter, the Company will not accept any additional redemption requests for the remainder of such quarter. The SRP will automatically resume on the first day of the next calendar quarter, unless our board of directors determines to suspend the share repurchase plan.   When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares. At March 31, 2013, no shares were eligible to be redeemed.   Distribution Reinvestment Plan   Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded to equity in the balance sheet in the period distributions are declared. There have been no shares issued under the DRIP as of March 31, 2013.   Derivative Instruments   The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions.   The Company will record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.   The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments will be recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.   Offering and Related Costs   Offering and related costs include all expenses incurred in connection with the Company's Offering. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. Offering costs will be reclassified from deferred costs to stockholder's equity when the Company commences its Offering, and will include all expenses incurred by the Company in connection with its Offering as of such date. These costs include but are not limited to (i) legal, accounting, printing, mailing and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Company, not withstanding that the Advisor is obligated to reimburse the Company to the extent organizational and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2.00% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other offering costs do not exceed 12.00% of the gross proceeds determined at the end of offering (See Note 4 - Related Party Transactions and Arrangements).   Share-Based Compensation   The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and will be recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 6 - Share-Based Compensation).   Income Taxes   The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2013. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax as long as it distributes at least 90% of its REIT taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.   Per Share Data   The Company will calculate basic income per share by dividing net income for the period by weighted-average shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and unvested restricted stock and other securities which are convertible to common stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. For the three months ended March 31, 2013, the calculation of net income per share is not presented because it is not a meaningful measure of the Company's performance as the Company has not commenced operations.   Reportable Segments   The Company will conduct its business through the following segments:   <table style="WIDTH: 100%; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="PADDING-BOTTOM: 3pt; WIDTH: 21px; PADDING-TOP: 3pt">  </td> <td style="FONT: 10pt Times New Roman, Times, Serif; FONT-SIZE: 10pt; PADDING-TOP: 3pt; WIDTH: 24px"> •</td> <td style="FONT-SIZE: 10pt; PADDING-TOP: 3pt">The real estate debt business will be focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans. </td> </tr> </table>   <table style="WIDTH: 100%; FONT: 10pt Times New Roman, Times, Serif" cellspacing="0" cellpadding="0"> <tr style="VERTICAL-ALIGN: top"> <td style="PADDING-BOTTOM: 3pt; WIDTH: 21px; PADDING-TOP: 3pt">  </td> <td style="FONT: 10pt Times New Roman, Times, Serif; FONT-SIZE: 10pt; PADDING-TOP: 3pt; WIDTH: 24px"> •</td> <td style="FONT-SIZE: 10pt; PADDING-TOP: 3pt">The real estate securities business will be focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities. </td> </tr> </table>   Once operations of the Company commence, revenues and expenses will be allocated to the two segments as required for financial disclosure purposes.   </div> </div>

-2090706

184475

-2070251

199911

-20544

-15525

8888

199911

200000

1000000

8888

23.13

24.38

23.75

xbrli:pure iso4217:USD xbrli:shares iso4217:USD xbrli:shares 0001562528 2013-05-01 2013-05-14 0001562528 cik1562528:AfterFourYearsMember 2013-01-01 2013-03-31 0001562528 cik1562528:DistributionReinvestmentPlanMember 2013-01-01 2013-03-31 0001562528 cik1562528:AmericanRealtyCapitalViiiLlcMember 2013-01-01 2013-03-31 0001562528 cik1562528:AfterThreeYearsMember 2013-01-01 2013-03-31 0001562528 cik1562528:AfterTwoYearsMember 2013-01-01 2013-03-31 0001562528 cik1562528:AfterOneYearMember 2013-01-01 2013-03-31 0001562528 cik1562528:ArcRealtyFinanceSpecialLimitedPartnershipLlcMember 2013-01-01 2013-03-31 0001562528 cik1562528:NetAssetValueMember 2013-01-01 2013-03-31 0001562528 us-gaap:AdditionalPaidInCapitalMember 2013-01-01 2013-03-31 0001562528 us-gaap:AccumulatedDeficitDuringDevelopmentStageMember 2013-01-01 2013-03-31 0001562528 us-gaap:CommonStockMember 2013-01-01 2013-03-31 0001562528 2013-01-01 2013-03-31 0001562528 2012-11-15 2013-03-31 0001562528 us-gaap:AdditionalPaidInCapitalMember 2012-11-15 2012-12-31 0001562528 us-gaap:AccumulatedDeficitDuringDevelopmentStageMember 2012-11-15 2012-12-31 0001562528 us-gaap:CommonStockMember 2012-11-15 2012-12-31 0001562528 2012-11-15 2012-12-31 0001562528 2013-05-14 0001562528 us-gaap:ManagementMember 2013-05-13 0001562528 cik1562528:ParticipatingBrokerDealersMember 2013-03-31 0001562528 cik1562528:ArcRealtyFinanceAdvisorsLlcMember 2013-03-31 0001562528 cik1562528:RealtyCapitalSecuritiesLlcMember 2013-03-31 0001562528 cik1562528:AmericanRealtyCapitalViiiLlcMember 2013-03-31 0001562528 cik1562528:AmericanRealtyCapitalViiiLlcMember 2013-03-31 0001562528 cik1562528:ArcRealtyFinanceSpecialLimitedPartnershipLlcMember 2013-03-31 0001562528 us-gaap:AffiliatedEntityMember 2013-03-31 0001562528 us-gaap:AdditionalPaidInCapitalMember 2013-03-31 0001562528 us-gaap:AccumulatedDeficitDuringDevelopmentStageMember 2013-03-31 0001562528 us-gaap:CommonStockMember 2013-03-31 0001562528 2013-03-31 0001562528 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0001562528 us-gaap:AccumulatedDeficitDuringDevelopmentStageMember 2012-12-31 0001562528 us-gaap:CommonStockMember 2012-12-31 0001562528 2012-12-31 0001562528 us-gaap:AdditionalPaidInCapitalMember 2012-11-14 0001562528 us-gaap:AccumulatedDeficitDuringDevelopmentStageMember 2012-11-14 0001562528 us-gaap:CommonStockMember 2012-11-14 0001562528 2012-11-14

EX-101.SCH 15 cik1562528-20130331.xsd XBRL TAXONOMY EXTENSION SCHEMA 103 - Disclosure - Commitments and Contingencies link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 002 - Statement - CONSOLIDATED BALANCE SHEETS link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 003 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 006 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 005 - Statement - CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 001 - Document - Document and Entity Information link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 105 - Disclosure - Economic Dependency link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 101 - Disclosure - Organization and Business Operations link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 40101 - Disclosure - Organization and Business Operations (Details) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 104 - Disclosure - Related Party Transactions and Arrangements link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 40401 - Disclosure - Related Party Transactions and Arrangements (Details) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 106 - Disclosure - Share-Based Compensation link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 40601 - Disclosure - Share-Based Compensation (Details) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 107 - Disclosure - Subsequent Events link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 40701 - Disclosure - Subsequent Events (Details) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 102 - Disclosure - Summary of Significant Accounting Policies link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 40201 - Disclosure - Summary of Significant Accounting Policies (Details) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink 202 - Disclosure - Summary of Significant Accounting Policies (Policies) link:calculationLink link:definitionLink link:presentationLink link:labelLink link:referenceLink EX-101.CAL 16 cik1562528-20130331_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE EX-101.DEF 17 cik1562528-20130331_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE EX-101.LAB 18 cik1562528-20130331_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE Accounts Payable and Accrued Liabilities Accounts payable and accrued expenses Additional Paid in Capital Additional paid-in capital Assets Total assets Assets [Abstract] ASSETS Cash Cash Common Stock, Value, Issued Common stock, $0.01 par value, 300,000,000 shares authorized, 8,888 shares issued and outstanding as of March 31, 2013 and December 31, 2012 Deferred Finance Costs, Net Deferred financing costs Development Stage Enterprise, Deficit Accumulated During Development Stage Accumulated deficit during the development stage Due to Affiliate Due to affiliates Liabilities Total liabilities Liabilities and Equity Total liabilities and stockholder's equity (deficit) Liabilities and Equity [Abstract] LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT) Preferred Stock, Value, Issued Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding CONSOLIDATED BALANCE SHEETS [Abstract] Stockholders' Equity Attributable to Parent Total stockholder's equity (deficit) Common Stock, Par or Stated Value Per Share Common stock, par value per share Common Stock, Shares Authorized Common stock, shares authorized Common Stock, Shares, Issued Common stock, shares issued Common Stock, Shares, Outstanding Common stock, shares outstanding Preferred Stock, Par or Stated Value Per Share Preferred stock, par value per share Preferred Stock, Shares Authorized Preferred stock, shares authorized Preferred Stock, Shares Issued Preferred stock, shares issued Preferred Stock, Shares Outstanding Preferred stock, shares outstanding Comprehensive Income (Loss), Net of Tax, Attributable to Parent Comprehensive loss CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME [Abstract] Interest Income, Operating Other income Net Loss Operating Expenses Total expenses Operating Expenses [Abstract] Operating expenses: Other Revenue, Net Other income Professional Fees Professional fees Revenues Revenues Revenues [Abstract] Revenues Accumulated Deficit during Development Stage [Member] Accumulated Deficit During the Development Stage [Member] Additional Paid-in Capital [Member] Additional Paid-in Capital [Member] Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs Offering costs Common Stock [Member] Common Stock [Member] Equity Component [Domain] Shares, Outstanding Balance, shares Balance, shares Equity Components [Axis] Statement [Line Items] CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY [Abstract] Statement [Table] Balance Balance Stock Issued During Period, Shares, New Issues Issuance of common stock, shares Stock Issued During Period, Value, New Issues Issuance of common stock Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Adjustments to reconcile net loss to net cash used in operating activities Cash, beginning of period Cash, end of period Cash and Cash Equivalents, Period Increase (Decrease) Net change in cash CONSOLIDATED STATEMENTS OF CASH FLOWS [ABSTRACT] Increase (Decrease) in Accounts Payable and Accrued Liabilities Change in accounts payable and accrued expenses Net Cash Provided by (Used in) Financing Activities Net cash provided by financing activities Net Cash Provided by (Used in) Financing Activities [Abstract] Cash flows from financing activities: Net Cash Provided by (Used in) Operating Activities Net cash used in operating activities Net Cash Provided by (Used in) Operating Activities [Abstract] Cash flows from operation activities: Net Income (Loss) Attributable to Parent Net loss Payments of Stock Issuance Costs Payments of offering costs Proceeds from Contributions from Affiliates Advance from affiliate Proceeds from Issuance of Common Stock Proceeds from issuance of common stock Organization and Business Operations [Abstract] Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] Organization and Business Operations Summary of Significant Accounting Policies [Abstract] Significant Accounting Policies [Text Block] Summary of Significant Accounting Policies Commitments and Contingencies [Abstract] Commitments and Contingencies Disclosure [Text Block] Commitments and Contingencies Related Party Transactions and Arrangements [Abstract] Related Party Transactions Disclosure [Text Block] Related Party Transactions and Arrangements Concentration Risk Disclosure [Text Block] Economic Dependency Economic Dependency [Abstract] Share-Based Compensation [Abstract] Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Share-Based Compensation Subsequent Events [Abstract] Subsequent Events [Text Block] Subsequent Events Basis of Accounting, Policy [Policy Text Block] Basis of Accounting Cash and Cash Equivalents, Policy [Policy Text Block] Cash Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] Restricted Cash Consolidation, Policy [Policy Text Block] Principles of Consolidation and Basis of Presentation Deferred Charges, Policy [Policy Text Block] Deferred Costs Derivatives, Policy [Policy Text Block] Derivative Instruments Development Stage Enterprise [Policy Text Block] Development Stage Company The accounting policy regarding the entity's status as a development stage enterprise. Distribution Reinvestment Plan [Policy Text Block] Distribution Reinvestment Plan The accounting policy regarding the distribution reinvestment plan (DRIP). Earnings Per Share, Policy [Policy Text Block] Per Share Data Equity and Cost Method Investments, Policy [Policy Text Block] Credit Losses and Impairment on Investments Finance, Loans and Leases Receivable, Policy [Policy Text Block] Reral Estate Debt Investments Income Tax, Policy [Policy Text Block] Income Taxes Marketable Securities, Policy [Policy Text Block] Real Estate Securities Offering And Related Costs [Policy Text Block] Offering and Related Costs The accounting policy for offering and related costs. Repurchase and Resale Agreements Policy [Policy Text Block] Share Repurchase Program Segment Reporting, Policy [Policy Text Block] Reportable Segments Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] Share-Based Compensation Start-up Activities, Cost Policy [Policy Text Block] Organizational Costs Use of Estimates, Policy [Policy Text Block] Use of Estimates After Four Years [Member] After Four Years [Member] After One Year [Member] After One Year [Member] After Three Years [Member] After Three Years [Member] Class of Treasury Stock [Table] Equity, Class of Treasury Stock [Line Items] Gross Offering Proceeds Minimum Percentage To Start Reimbursement Gross Offering Proceeds Minimum Percentage To Start Reimbursement Minimum percentage of gross proceeds to start reimbursement Maximum Percentage Offering Costs To Gross Proceeds Maximum Percentage Offering Costs To Gross Proceeds Maximum percentage offering costs consider liability Maximum Percentage Of Shares Authorized To Repurchase During Year Maximum Percentage Of Shares Authorized To Repurchase During Year EX-101.PRE 19 cik1562528-20130331_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE XML 20 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; word-wrap: break-word; } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 21 R9.htm IDEA: XBRL DOCUMENT

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2013
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 3 - Commitments and Contingencies *Litigation* In the ordinary course of business, the Company may become subject to litigation or claims. There are no material legal proceedings pending or known to be contemplated against the Company.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 460

-SubTopic 10

-Section 50

-Paragraph 8

-URI http://asc.fasb.org/extlink&oid=6398077&loc=d3e12565-110249

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 450

-SubTopic 20

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6952336&loc=d3e14435-108349

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 14

-Paragraph 3

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 440

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6394976&loc=d3e25287-109308

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.25)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 20

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6449706&loc=d3e16207-108621

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 5

-Paragraph 9, 10, 11, 12

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

EXCEL 22 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`-"E@M1&]C=6UE;G0M5'EP93H@5V]R:V)O M;VL-"D-O;G1E;G0M5'EP93H@;75L=&EP87)T+W)E;&%T960[(&)O=6YD87)Y M/2(M+2TM/5].97AT4&%R=%]B8C9C-&%F95]E86$X7S1C93-?86(V-%\U-V8W M-&9E-C'!L;W)E&UL;G,Z=CTS1")U&UL;G,Z;STS1")U&UL/@T*(#QX.D5X8V5L5V]R:V)O;VL^#0H@(#QX M.D5X8V5L5V]R:W-H965T5]);F9O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=OF%T:6]N7V%N9%]"=7-I;F5S#I%>&-E;%=O5]O9E]3:6=N:69I8V%N=%]!8V-O=6YT/"]X.DYA;64^#0H@("`@/'@Z5V]R M:W-H965T4V]U#I%>&-E;%=O#I7 M;W)K#I%>&-E;%=O#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U;6UA#I7;W)K#I%>&-E;%=O5]O9E]3:6=N:69I8V%N=%]! M8V-O=6YT,CPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/E)E;&%T961?4&%R='E?5')A;G-A8W1I;VYS7V%N9#$\+W@Z3F%M93X-"B`@ M("`\>#I7;W)K#I7;W)K#I%>&-E;%=O#I!8W1I=F53:&5E=#XP/"]X.D%C=&EV M95-H965T/@T*("`\>#I0#I%>&-E;%=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!; M06)S=')A8W1=/"]S=')O;F<^/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#X\'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^05)#(%)E86QT>2!&:6YA;F-E(%1R=7-T+"!);F,N/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$"!+97D\+W1D/@T*("`@("`@("`\=&0@8VQA2!&:6QE3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^4VUA;&QE3QS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$2`H9&5F M:6-I="D\+W1D/@T*("`@("`@("`\=&0@8VQA7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T M<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@ M8VAA'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\+W1R M/@T*("`@("`@/'1R(&-L87-S/3-$'!E M;G-E'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'0^)FYB'0^)FYB'0^)FYB'0^)FYB'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^)FYB'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)FYB'0^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`\ M+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6%B;&4@86YD(&%C8W)U960@97AP96YS97,\+W1D/@T*("`@("`@("`\=&0@ M8VQA'0^/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)FYB6UE;G1S(&]F(&]F9F5R:6YG(&-O3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]B8C9C-&%F95]E86$X M7S1C93-?86(V-%\U-V8W-&9E-C'0O M:'1M;#L@8VAA'0^/"$M+41/0U194$4@ M:'1M;"!054),24,@(BTO+U&AT;6PQ+T141"]X:'1M M;#$M=')A;G-I=&EO;F%L+F1T9"(@+2T^/&1I=CX@/&1I=CX\(2TM4W1A6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ M(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2(I('=A2!I;F-L=61E(&9IGIA M;FEN92!L;V%N2!I;F-L=61E M(&-O;6UE2!T6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ M(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q M-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O M;6%N+"!4:6UE2!W87,@:6YC;W)P;W)A M=&5D(&]N($YO=F5M8F5R(#$U+"`R,#$R+"!A&%B;&4@>65A2!E;&5C="!T;R!H879E('1H96ER(&1I28C,SD[2!A;F0@=VEL;"!B92!E<75A;"!T;R!T:&4@;F5T(&%S2!T:&4@;G5M8F5R(&]F('-H87)E M2!S:&%R92!P=7)C:&%S97,@;W(@2!O9F9E6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!- M05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE6QE/3-$)U1%6%0M24Y$ M14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2!H87,@2!#87!I=&%L(%9)24DL($Q,0R`H M=&AE(")3<&]N2!&:6YA;F-E($]P97)A=&EN9R!087)T;F5R2!I2P@=&AE(%-P96-I86P@3&EM:71E9"!087)T;F5R M+"!T:')O=6=H('1H92!!9'9I'!E8W1S('1O(&-O;G1R:6)U=&4@ M)#(L,#(P('1O('1H92!/4"!I;B!E>&-H86YG92!F;W(@.3`@=6YI=',@;V8@ M;&EM:71E9"!P87)T;F5R(&EN=&5R97-T(&EN('1H92!A9V=R96=A=&4@3U`@ M;W=N97)S:&EP+"!W:&EC:"!W:6QL(')E<')E65E2UT;RUD87D@8F%S:7,N(%)E86QT>2!#87!I=&%L(%-E8W5R:71I M97,L($Q,0R`H=&AE(")$96%L97(@36%N86=E28C,SD[6QE M/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($U!4D=)3BU43U`Z(#!P=#L@1D].5#H@ M,3!P="!4:6UE2!F;W(@ M82!F86ER('-T871E;65N="!O9B!T:&4@2!N;W0@ M8F4@:6YD:6-A=&EV92!O9B!F=6QL('EE87(@;W(@9G5T=7)E(')E3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]B8C9C-&%F95]E86$X7S1C93-? M86(V-%\U-V8W-&9E-C'0O:'1M;#L@ M8VAA'0^ M/"$M+41/0U194$4@:'1M;"!054),24,@(BTO+U&AT M;6PQ+T141"]X:'1M;#$M=')A;G-I=&EO;F%L+F1T9"(@+2T^/&1I=CX@/&1I M=CX\(2TM4W1A6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!- M05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE6QE/3-$)U1%6%0M24Y$ M14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2!A6QE/3-$ M)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q M-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O M;6%N+"!4:6UE6QE/3-$)U1% M6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@ M5&EM97,@3F5W(%)O;6%N+"!4:6UE2!C M;VUP;&EE2!M=7-T(')E8V5I M=F4@<')O8V5E9',@;V8@)#(N,"!M:6QL:6]N(&EN(&-O;FYE8W1I;VX@=VET M:"!T:&4@2!C;VUM97)C:6%L M(')E86P@97-T871E(&1E8G0L(&-O;6UE6QE/3-$)TU!4D=)3CH@,'!T(#!P M>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/ M3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ M(#!P="`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`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z M(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P M="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6UE;G1S(&)E8V]M92`Y,"UD87ES('!AF%B;&4@86YD(&QE9V%L;'D@9&ES8VAA6QE M/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z M(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4 M:6UE6QE/3-$)U1%6%0M24Y$14Y4 M.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE6QE/3-$ M)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!E=F%L=6%T960@9F]R(&]T:&5R+71H86XM=&5M<&]R87)Y(&EM<&%I2!W:&5N.B`H:2D@=&AE(&AO M;&1E3L@*&EI*2!I="!I2!T:&%N(&YO="!T:&4@:&]L M9&5R('=I;&P@8F4@2!I;7!A:7)M96YT(&5X:7-T2!D;V5S(&YO="!E>'!E M8W0@=&\@28C,SD[2!A;F0@:70@:7,@;6]R92!L:6ME M;'D@=&AA;B!N;W0@=&AA="!T:&4@96YT:71Y('=I;&P@;F]T(&)E(')E<75I M28C,SD[6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($U!4D=)3BU43U`Z(#!P=#L@1D]. M5#H@,3!P="!4:6UE2!I;7!A:7)M96YT(&%S(&-H86YG97,@:6X@9F%I M6QE/3-$)TU! M4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/ M3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$ M)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!C;VYS:7-T(&]F(&5S8W)O=R!D97!O6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P M="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@ M1D].5#H@,3!P="!4:6UE6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UEF5D(&]V97(@=&AE('1E#L@1D].5#H@ M,3!P="!4:6UE#L@1D].5#H@,3!P="!4:6UE2!R97!R97-E;G0@<')O M9F5S2!T:&4@0V]M<&%N>2!C;VUM96YC960@:71S($]F M9F5R:6YG+"!D969E6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)U1%6%0M24Y$ M14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2!W:6QL(&AA M=F4@82!3:&%R92!297!U2!R961E96T@86QL(&]R(&%N>2!P;W)T M:6]N+"!S=6)J96-T('1O(&-E28C,SD[28C,SD[2!A M8W1U86QL>2!P86ED(&9O65A2!A8W1U86QL>2!P86ED(&9O2!A8W1U86QL>2!P86ED(&9O6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P M<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!- M05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE2P@=&AE(')E9&5M<'1I;VX@<')I8V4@;6%Y(&9L=6-T=6%T92!B M971W965N('1H92!R961E;7!T:6]N(')E<75E2!P87ES(')E9&5M<'1I;VX@<')O8V5E M9',N/"]P/B`\<"!S='EL93TS1"=415A4+4E.1$5.5#H@,35P=#L@34%21TE. M.B`P<'0@,'!X.R!&3TY4.B`Q,'!T(%1I;65S($YE=R!2;VUA;BP@5&EM97,L M(%-E2!R96IE8W0@82!R97%U97-T(&9O2!C M86YN;W0@9W5A2!T:&4@0V]M<&%N>2!W:6QL(&)E(&QI;6ET960@:6X@ M86YY(&-A;&5N9&%R('EE87(@=&\@-24@;V8@=&AE('=E:6=H=&5D(&%V97)A M9V4@;G5M8F5R(&]F('-H87)E#L@1D].5#H@,3!P="!4:6UE2!C86QE;F1A2!O9B!T:&4@<')E=FEO=7,@8V%L96YD M87(@<75A2`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`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`Q-7!T.R!-05)' M24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M6QE/3-$)TU!4D=)3CH@,'!T M(#!P>#L@1D].5#H@,3!P="!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ M(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!H87,@82!S=&]C:RUB87-E9"!I;F-E;G1I M=F4@87=A6UE;G1S+B!4:&4@97AP M96YS92!F;W(@F5D(&]V97(@=&AE('9E6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE M#L@1D].5#H@,3!P="!4:6UE2!Q=6%L:69I97,@ M9F]R('1A>&%T:6]N(&%S(&$@4D5)5"P@:70@9V5N97)A;&QY('=I;&P@;F]T M(&)E('-U8FIE8W0@=&\@9F5D97)A;"!C;W)P;W)A=&4@:6YC;VUE('1A>"!A M6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4 M:6UE6QE/3-$)TU! M4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE2!D:79I9&EN9R!N970@ M:6YC;VUE(&9O#L@1D].5#H@,3!P="!4:6UE#L@1D].5#H@,3!P="!4:6UE#L@1D].5#H@ M,3!P="!4:6UE6QE/3-$)U=)1%1(.B`Q,#`E.R!&3TY4.B`Q,'!T(%1I M;65S($YE=R!2;VUA;BP@5&EM97,L(%-E#L@4$%$1$E.1RU43U`Z(#-P="<^("9N8G-P.SPO=&0^(#QT9"!S M='EL93TS1"=&3TY4.B`Q,'!T(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E M6QE/3-$)T9/3E0M4TE:13H@ M,3!P=#L@4$%$1$E.1RU43U`Z(#-P="<^/&9O;G0@GIA;FEN92!L;V%N6QE/3-$)U1% M6%0M04Q)1TXZ(&-E;G1E6QE/3-$)U!!1$1)3D6QE M/3-$)T9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/ M3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE'!E;G-E6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!- M05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@ M,3!P="!4:6UE6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P M="!4:6UE6QE/3-$)TU!4D=)3CH@,'!T M(#!P>#L@1D].5#H@,3!P="!4:6UE#L@1D].5#H@,3!P="!4:6UE2!C;W5R2!B96-O;64@7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E M;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!4#L@1D].5#H@,3!P="!4:6UE28C,SD[2!C;W-T2!H860@82!P87EA8FQE M(&]F("0P+CD@;6EL;&EO;B!P87EA8FQE('1O(&%F9FEL:6%T960@96YT:71I M97,@9F]R('-E#L@1D].5#H@,3!P M="!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P M<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE28C,SD[2!R96%L;&]W(&ET2!S=6-H('!A M2!O9B!T:&4@8VQO6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[ M($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)' M24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2!T:&4@0V]M<&%N>2!O2!C:&%R9V5D('1O(&1E9F5R&EM=6T@;V8@,BXP,"4@;V8@9W)OF%T:6]N86P@86YD(&]F9F5R:6YG(&-O2!E>'!E;G-E6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4 M:6UE2!T:&4@0V]M M<&%N>2!T;R!A8W%U:7)E(&]R(&]R:6=I;F%T92!C;VUM97)C:6%L(')E86P@ M97-T871E(&1E8G0@;W(@=&AE(&%M;W5N="!I;G9E'!E;G-E28C,SD[&EM871E;'D@,"XU)2!O9B!T:&4@<')I;F-I<&%L(&%M M;W5N="!F=6YD960@8GD@=&AE($-O;7!A;GD@=&\@86-Q=6ER92!O6%B;&4@=VET:"!R97-P96-T('1O(&$@<&%R=&EC=6QA M2!T:&4@0V]M<&%N>2!T;R!A8W%U:7)E(&]R(&]R:6=I M;F%T92!C;VUM97)C:6%L(')E86P@97-T871E(&1E8G0@;W(@=&AE(&%M;W5N M="!I;G9E2!T:&4@0V]M<&%N>2!T;R!A8W%U:7)E(&]R(&]R:6=I;F%T92!C;VUM97)C M:6%L(')E86P@97-T871E(&1E8G0@;W(@=&AE(&%M;W5N="!I;G9E#L@1D].5#H@,3!P="!4:6UE'1E;G0@=&AA="!T:&4@86UO=6YT(&]F(&1I=FED96YD"!M;VYT:"!P97)I;V0@96YD:6YG(&]N('1H92!L M87-T(&1A>2!O9B!T:&4@8V%L96YD87(@<75A2!P M&-E961S('1H92!F=6YDF%T:6]N+"!I9B!A;GD[(&%N M9"`H:6EI*2!I;7!A:7)M96YT#L@1D].5#H@,3!P="!4:6UE#L@1D].5#H@,3!P="!4:6UE28C,SD[&-E961S('1H92!G2!A9&1I=&EO;G,@=&\@2!G86EN(&9R;VT@ M=&AE('-A;&4@;V8@87-S971S(&9O2!W:6QL(')E:6UB=7)S92!T:&4@061V:7-O6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/ M3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ M(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!T;R!P87D@9&ES=')I8G5T:6]N2!W86EV92!C97)T86EN(&9E97,L(&-A2!D:7-T2!A;'-O(&-O;G1R:6)U=&4@8V%P:71A;"!T;R!E;FAA M;F-E('1H92!#;VUP86YY)B,S.3MS(&-A#L@1D].5#H@,3!P="!4:6UE2!!9W)E96UE;G0\+V5M/CPO2!A(&1I2P@<')E<&%Y;65N="P@=V]R:V]U="P@;6]D:69I8V%T:6]N(&]R M(&5X=&5N2!T:&4@ M8F]R2!T86ME2!A#L@1D].5#H@,3!P="!4:6UE2!P87D@=&AE($%D=FES M;W(@86X@86YN=6%L('-U8F]R9&EN871E9"!P97)F;W)M86YC92!F964@;V8@ M,34E(&]F('1H92!E>&-E65A&-E960@,3`N,"4@;V8@=&AE(&%G9W)E M9V%T92!T;W1A;"!R971U65A#L@1D].5#H@,3!P="!4:6UE#L@1D].5#H@ M,3!P="!4:6UE"!N;VXM8V]M<&]U;F1E9"!R M971U#L@1D].5#H@,3!P="!4:6UE#L@1D].5#H@,3!P="!4:6UE&-H86YG92P@=&AE($-O;7!A;GD@=VEL;"!P87D@82!S=6)O"P@;F]N+6-O;7!O=6YD960@86YN=6%L(')E='5R M;B!T;R!I;G9E2!O M9B!I=',@869F:6QI871E28C,SD[&-E M961S('1H92!S=6T@;V8@=&AE(&%G9W)E9V%T92!C87!I=&%L(&-O;G1R:6)U M=&5D(&)Y(&EN=F5S=&]R"!N;VXM8V]M<&]U;F1E9"!R M971U6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!- M05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4 M:6UE6QE/3-$)U1%6%0M24Y$ M14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@ M3F5W(%)O;6%N+"!4:6UE2!P97)I;V0@:6X@8V]N;F5C M=&EO;B!W:71H('1H92!L:7%U:61A=&EO;B!O9B!A2!A9W)E96UE;G0N/"]P/B`\<"!S='EL93TS M1"=415A4+4E.1$5.5#H@,35P=#L@34%21TE..B`P<'0@,'!X.R!&3TY4.B`Q M,'!T(%1I;65S($YE=R!2;VUA;BP@5&EM97,L(%-E2!A9W)E96UE;G0@=6YL97-S(&EN=F5S=&]R6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P M="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T M.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N M+"!4:6UE2!W:6QL(&%L65E6QE/3-$)TU!4D=)3CH@,'!T(#!P M>#L@1D].5#H@,3!P="!4:6UE3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%]B8C9C-&%F M95]E86$X7S1C93-?86(V-%\U-V8W-&9E-C'0O:'1M;#L@8VAA3PO=&0^#0H@("`@("`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`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W M(%)O;6%N+"!4:6UE7!I8V%L;'D@ M8F4@9F]R9F5I=&5D('=I=&@@2X@4F5S=')I8W1E9"!S:&%R97,@;6%Y(&YO="P@:6X@9V5N97)A M;"P@8F4@2!R96-E:79E M(&-A65A65A6QE/3-$)U1%6%0M M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/ M3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA6QE/3-$)TU!4D=)3CH@,'!T(#!P>#L@1D]. M5#H@,3!P="!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[ M($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)' M24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE M2!H87,@979A;'5A=&5D('-U8G-E<75E M;G0@979E;G1S('1H6QE/3-$)U1%6%0M M24Y$14Y4.B`Q-7!T.R!-05)'24XZ(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM M97,@3F5W(%)O;6%N+"!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ(&QE9G0[($U!4D=)3BU43U`Z(#!P=#L@1D]. M5#H@,3!P="!4:6UE6QE/3-$)U1%6%0M04Q)1TXZ M(&QE9G0[($U!4D=)3BU43U`Z(#!P=#L@1D].5#H@,3!P="!4:6UE6QE/3-$)U1%6%0M24Y$14Y4.B`Q-7!T.R!-05)'24XZ M(#!P="`P<'@[($9/3E0Z(#$P<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2!H860@.36QE/3-$)U1%6%0M24Y$14Y4.B`P+C(U:6X[($U!4D=) M3CH@,'!T(#!P>#L@1D].5#H@,3!P="!4:6UE#L@1D].5#H@,3!P="!4:6UE6QE/3-$)T9/3E0Z(#$P M<'0@5&EM97,@3F5W(%)O;6%N+"!4:6UE2`Q,RP@ M,C`Q,RP@=&AE($-O;7!A;GDF(S,Y.W,@8F]A2!D96-L87)E9"P@82!D:7-T2!D=7)I;F<@=&AE('!R:6]R(&UO;G1H+B!$ M:7-T6UE;G1S(&%R92!D97!E;F1E;G0@;VX@=&AE(&%V M86EL86)I;&ET>2!O9B!F=6YD6UE;G1S(&%T(&%N>2!T:6UE(&%N M9"!T:&5R969O3X-"CPO:'1M;#X-"@T*+2TM M+2TM/5].97AT4&%R=%]B8C9C-&%F95]E86$X7S1C93-?86(V-%\U-V8W-&9E M-C'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R M ZIP 23 0001144204-13-029616-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001144204-13-029616-xbrl.zip M4$L#!!0````(`"V&KT)>^S$%M&```#&A`@`7`!P`8VEK,34V,C4R."TR,#$S M,#,S,2YX;6Q55`D``]7TDU'5])-1=7@+``$$)0X```0Y`0``[#UKWY521%!^B9-EQ=AE)SJK.MK02D]O]M`7.@"2BX0P#S$CB_OKK;F#> M0VI(D902.W%BD@`:_0"Z@0;0_?U?'F<>NQ=*R\#_<-!IM0^8\)W`E?[DP\'/ MM\W![=GEY0'3(?==[@6^^'#@!P=_^>$__^/[_VHVSY3@H7#9:,%^D7[()X)] ME!ZTU>S-P2\?#[YK-FW-N0KXW.WWV5]9]UVFSZ\^FXN-( M>0PP\O4[1]YU^L?=?O?MAX-I&,[?'1X^/#RT^$PHZ7`?.O;"A8'2+$ M=J_7.;"-`86[7#,$W`K4!&JV>X=8/.):Q-6Q5*ZH+WVDWTGK3\.9EZO_T*/: MG=/3TT,J3:J64,E5Q=*XJBM2'*A_+9S6)+@_A`*DL-ML=YHIC9%N3CB?)TW& M7($LBVH:")U<-3MG*RBU-2P#>JP!,3&V/=(QSOM3,6,WX@Q([K>A8LY#!_3948?SA(A=N,1==ZU.X!.S3@TO)WY^)>>,%$OSP%@?8A1\*-5=2 MB^O`D\YB*![#'[W`N6/2_7!0NW:K<]P[>MMJI_\>,">`VH_A#6(X5L&L:09J M!_^$@?W6`WZ6&T/S'_[LA>]AI)]?G0W_>7W!/'E@%4,E.&-&5$=;&P_-L-,RY8; M`N>:S3]/PO>(@ROO\2/+?+:H`4M4^%'Q"?+'-*!:L M/0_AO\?W[./5E^$[UL'O0SD3FGT1#^PFF'&_87YHL%N8D..#!)8.5>!/XD[% M##]EI,)(+.PLF,VYO\`JAZ8.?_&/8O/QR?D%X]>=0_ERD^6S^ MWA_I^1[['$X3%L"H@_DAH<6##*X3$<. M8J"$G@:>VV#<(3Z!=5'P1TZD3V;)LA=,AB.YAZT]0":$,N#D*&PL*P3%&RF8 M72@U@+BD%G`+B,!:6$EPY=LN)1C0F6@5AA/,OPO?S<\^JI*=K_&7[P\W48%E MY2EA1LE1A(R^`9ROA3KG"Z,I*XM:G9-^][C5ZYR^;77@_]7*D>MF,&XF9KQG M6[6KVD6^-(WFD0(KX`I'SK@'IJ73.?@!:K3[Q_WV\=NCTUZ>YDKT5A,HI'\/ MLD$^77OM_LQ#[M!`9N;"L8!A*9GTS\3PT7\(D%'7W^9,N4;[H:=<"5VEHL'B1/B[4?U8U^%Z MVF)?`IBBH-85].:#KE%L+(R"T\+SJ!Y`DEI3;P"=S;ETC4F`KN86.]NQ107T MXKR"/#!8,-JD(T''A[H"[ZI&8`O`4AGK,P-;*2=3:(NV!9$)[88$*$RJ`"$^ MT,$UDV-C.2SX!P$M@)2H`K_86K;(5H\"KEPRP&!EG#"PPG"%EA,T-="$A\P! M:\#15`(GR1(!(%64#YCL1\>+7.@3-4B&&<.P MD+=`.1IV%YOBNB1<0_W`L!7(<+X1["-,G`+Y",<,`$>_.T2Q?"=!#H2 M@*B?#)PE6%0L%+9H9NO;AI(=^DD%6L=CYMHNHSY+7\ZB&9@N1]#F>!B0?@7@ MLQ&,-UK7D5G:O/GVK=1RB]TE@]W-,6USS$L\O`2L?6.P/O-'!'`+BNAJ?!O& MUGMEC5URXN?;\RPCP)3#)MC^DV/'2@QW1/'I4;O3:1T=]_K/(;P*R@KZC[9` MOJTR\+S@0;CI:+D:#X.0>T8A_03K&-#H/Z,FN!$X0QWX2F4X,8E+VP"T_XG4 MS[%N&S0LXW`6FIFI9X$.]3"@V1O/VBPKZ[78.\\ZW2J>U4.V#G,,EP=1.(5= MY+^%.PQN1+R&.8\0\C]AG[>,4?5:Q[.VUS_IMX[>]GO/FK454):R\(B&7:=; M.?#6)^25,?2E9^[V&&A;&TVPAOY;I]TNF6;6<-4&HXISZ^!=YIE=:]A9?F-< M6<#Q']'W=&%<3\2D&A5?9`V19TD-+$L\B-7>P'=OA(<;(%*`50Z0>E6_^3[V MZ/N(14*;6"L41E+9M]_C17SA.?*5)=]!\M&1BCMEQCT/=LUSX6M!/T9*F3U^ ME5,Z/EJ(-[PZLY=/^C+PWY@=.FS>_6KW!F"$(,L>D>_B_7?B1^<+W-N3,V2T MH**!>R]UH(PG^]R`^&Q!!+2KE8KQ\5AZ$FC6>#(Z$E/NC0NP2V@_2.#'B#;D M'@=4QS)V)K@"*JJ$?^B(21U(&8[8[?O#5/@Y*F+W/'`YU)D3`V0$];I:(I;P M&%J%@+)@[7:>/#(N<(#\`5H49`_[^C\=X+( M#PG1.0`VGV:<#J()];'YB)ZL]]`2FMHC"2W4/3I#XF&7U(`J*K=+C]TM>3&. M08Y\AKTCQV@0S.$_XYXSK8V#!#018`'DN(#*A$Y`$O8!Z)$*[H1JFG$&&"#2 M;^1]$0GKF[(#R_3.Z*P(^&LQ--R#+\AJ,9M[P0(=>`C1C/:8O279S)6879$A,"?Q#; M="XT<&QP0$(Z?.2)!I$*ZI[[\M_2`HJF7<+Y9*+$Q)R;E:AJ M+"$I.R(+;'(#DI`EI9/0@H`,/]?J>:Y=DSTX3+Q\;Q5FJXE@MVM^3M7&!?!`Z/ M8"9V(JL$^O[%5/"S[(RRVA+R_8A[)%6S?D'8'X7X!-MN=35&G70U-D*_4@"= M/O["O6BU9#:&NE>)&-]7^Z2>3#:FJ:XLKG*+!3`,.<_E@):4E_X%F$`\7;%^ MDE5BV`C@3B50\'?05%<> M-[`\O*!+50.\R&5<-S#?5O%Z69L7X&.G#A^7X?M<'F6^H43*9\M;A+=7WO;L M];#G,'<5,;MD_"#9$FU9`@G@%Q!%9V>B2*C:I4QJ&-%G@'T!>1SM3!YKFM.T MBW.IY\&:ZCO?YO6K[SR^=7E$-R!BTXG`O.`![TR=):Z25=QZNG6&;R>;\JW8 M\`F^]>KP[6G,-^(@7BO1&_"NT.X%N':R-M<*.+\.?O6[&_*KU/`)+5=OQ[9K MAGV42H?7?/'4JJHNC!=@9#UW1%T"ML'4&^%&3MZM\3%0/])9B#EHN9J'SQBM M=>'O50ML2QAUB=N&H&ZCD1:_1;BW>]X4*`':ZSQ8P]RO141M%D>C0+GF;=*E MCT*3]^*3U'A@F;U\_,32:0TP^U]-U=LDK$'"#I@[C!^.;8G+";P76+P>;YG= M"2V;\#UYSH$%ESZY17'RK#&@5X#X/0SF%>AOF:%K#^(ZL'X/`[@.'1OQ6JAQ MH&:X.5EGO.9:_2Z&:`[CYW.JAE_ER<9[Y1L=6-=;!3R%]_.Y1Y?[;T08*7_] M&?TDI-_%?'Z2BKI<'MHW<'1J\27PE?#%`_>NQO9:SV(P42(^RUO%Y+4`O=8Y MOQ81.V%QK0&]&<37.K`WHZ;$_=MIH$*$!:#QOAA4+IQ`KJSQTH\"5R)7(G:H M!->16M">:V`C.90>59@CWX$31MSS%M=0K8_+Q5IAE?2Y#&NE:AG)2M@.$L;P*Y:3/,L*&FNS(J"S9$;*F/(]RKM\RPL/%/(\G M_K`#]#KMYM_SB&%'*3X7?BC#Q1G\KKAWZ;OB\7^%B0Y56;(##-OMME5D!L_* M?DL(4RP;4GCFZ>A5%"9O.3+8KZB&V/2[RTDI1+@Z*M=_^L7KZO,?OB% MVTO=504[P'UP<\9N*"XH^PB;,'QD-521#AOLTG=:60+RJ!@*;-C,=P/SG$Q? M\P6^/1KX+ORB(N%^LL]AI-#6`D`9[/$<\\58S`T;)QO3&N,QMY&M'H_EM\:= M;KO=QV;9%Q_7?IG?"[Q@1VQ MHKILY\,"VIZTN_U.AM9J3+9#RBZ%A@%U.^L3\FMDHCSI8;"D!2GL2PI(A?\W MMY>T?5OT'`!6BW7:O5[KZ+1_DI+YJ.4[7WH?#D(899OHQ0J8>=;9Z,1:5L4F M!EW1.?S'YT^W%-"WF88_/GQ]W#LZ[A0(79];91@KITSWI-TY[F9'VN94O$*& M]MO;'HUED'_0P;C%U/N;-`Q/0G*]U\'IUT:D].C3N>TLQJK M'[F6^FH\2,(/F`>]55%7ZE7]%G5ECU%72"3X5#P5RM<RH]I*X7!K^GZ>Q*+/!L0@.+`4O@(D^$A-!!5!*U&,:/3.!T8M@"_*9K\K#+I[#9I;+KG_360J;?KH=, M)W:"'>C5(U,:ZT MB1@.1G'$_;O83A8B*;F"7IW9NF0RIW(R9;^!C<40/:F9QAV2#$W`[3BF5M(: M+?4DXA1D,0TG]%&X0D'3+I"$I5X%L4F&(EO06M_Z6F MH'C7VVF&R]A&J4*\[B< MZ3BSB8E;FL3.-`%+X^B%E"5S+LRM!6AZYPMMWY_P+[-F_Z-)'Y?O2-6C8 M+=%;]1KM@>ABW/PBL<7R+4NV\AI/+\UT4@/C[9*V/?GMGC1SLE1-EBG;A[3> MPC\KJ#&(;(>2'0MG&Y04+\8]=27NA:53N@^W/<)>5E@[)(P>0;5/-WP$56JX M)S(QAH*C)$6HT-6$YJIL^;[FBEP<]5!>2EX:+[7XX\X/E=Z>5F*?B4NZ/KZ[ M/'9:"]^Y$E,!N\A[88+>?A'AU7C('V/4EY7O^6)&O]W)4[4,K^T2N+`4HZQ>ZYDD&D8=]MG^KJ8C)RS82/ODG*-TYY4D#A7K/6?:I.#`O=W0FL,T,*].,U"DK?"'!>9S"E:A#:=@DD&;\$T;!%/ MHSL2(FX:M)`F="8W0YS$/%=:'((4[96RMGQ((`9F-?% MN'9SLFA&64@J?(&_\'NYF3R=%C1 M:)$2/Y7SPN"4F!3#3-2017-[%V?YF&S%;C!QCRWB3"@:,VF$1DHX*".?A)T9 MP-E.D]Q+-@,T"CL=D?F:<>HB\U`1(8XE9C;V0J%\,TYL%TJG%,?0MN7[KV%D M2O;+7HG"D&M55PE65/AFK_9XFG>M0(W(N6=T64XL-/Z3BW_7,%KQ=>QF#N\_ MAGH94L:HIV[[Q;FX[+4^IL(F<\M;:DXS304F,U'V ME@2T!5M"=Q'9KP%\9Z@"\60SSL1DM52<>RO#J`I6@.(DE;EH9`TS':62+AMS MDSB>\IVAB7SPX6?0X`DJ8$&-LRVD%$LS?B=28TU($2F<7G'3=V0R;+B-UDSC M8@&AE#@^$9(QQUC#)[6JV$S,1O@Q8[.S'#24H#7AM!XB[9^PS):B^7Z82F=: MM$"4_IU.D_'$Q!=CP`L^;T]Y+]6T>:5];M/AG<'29B(J;X"MKO)-<>]1<<>B M>)GI%>QH`IG*1UM.HK294&$S`IRV=1:Z7`BXV4F!O+ M9_*TT?D7)!(QCA!B9)]V:/S.E^2-QA/J-CO/;C M>+6#CD"">ZMN4(TGRBJSB$Q13S=C#`]G)T9+`=.3LW9D.&S*.UR"BC)6TN`TIZNO^,TH71F:U7Z2`B])8YC22;`2T'_PO=)Y M]52@>94.>MA=C`4%\DV&.N4C)'F"V8VW_TI,(MAFX?-[;@^MRY/BJ62TRCXT M3U:?F^RV*5LCU#P7#EEMUNLT&+KT&F8Q$2=[#0&VR_[4;IVR& M(0\9_I+O9NQ%N"*0L:@1R'=9B?\ MQ%4NV%*'X0:>-NXB[PGY@R_7AD6_,*PO`N72T$XG@H[?DXZX1Q?']53@`0>, M""Z5&3*MY`FK/3/`78@SQ5S.R1!+:YL=50K?^,N3?NB*N@NBB,QE4)._.J[> M6.IH$O;V.LC7%5I.T&\%\S,SI;$?PTBF#)2FL=M$3@^]W*OO`O6*6'19YE_JF]T7CA3EULO@G M?,FJA)7\YKZ9TXTTJ7B#T591S;+;4!Z:9`3Q:0.W;BU8B2N:GXW$?U;6=`TZ MJH@];KC?2W$@M/5V*#4.,9,9':C%?1I)WKZ+H`<58R]XT(WTE4.XF)OE/NX7 MH49QKI=P3Z!4HIY5LEDRM*T=HXV]02$S`8F<14H'"@4&1VB/U$Q6%QR@<1.K MU'`3\;?BH+1ZV%O$9S7I61YLA9TI76FVY@1=N/1M0D9&,0]3N.-`5XZW&![Q!`]$L=]$:,E9:W&X99J1Z30,*8PB9BD57/ET MB=NX(0K=+I&S`5D0;JNT&!`XN'&(!UD%$KM_,Z?%B;:"FL(>U9-@#*I.:MO1 M[)M9@D=]`"&()M.ROG$#X"EZ#(RN*)S0DI(SY`.Z(,K?!@A+:&R*/^X%J6QH"CIB]51N!ZV;FJ+FYT^A4C+2":,G MXS&%R6K:QO\FF3+D%Q)_D4)*@=$\DAP_&]%\Y@;IHW!DW//.CC;P1'B(YS' M4]G]VLC0+B3;=]5;61F]''J5$JO69F_CHR\G?S=[:!0-[8[:OC@]PUVU^(ZR MKWX\O;@X_8IOS]G9=W;O3+OO5]T&/Z)1.H&VSX$X^3,H8G.E`*X!]&<=]?OE MN,3,G.,2/&35-]B]<-]F5@X7K2#Y[M_CISR1*R4>[/6`O7]E$VFA*:=#T.9& M@Q!LA2I0H/<+$;L7;=;\V-BZQ]>`M]X/M`)=A&]$%28HC/]$5"@+0" MN$;@E4*,,K1GUAI^Y`!O]!.2BH->N_._IT<50Y=^Z+<^*3-@A"RD[Q(19-!M MP`N'5W+_@WM&-7.T41I[$S+*B<="B=-!B!R5=#5F&'$^,2)H5I3^9?2OF6US M'6I![RZ%[X'BIK'Y2)A1)_+I0<7'-4[7P]A!NYZW*TKL*!(O23R)&:UF_A&1 MTT`O-+K1M72R/"$`PQ-Z6"7P#*'W!O9L*!YKTP7&(H"@F9["1D"L<5C`9I"; MF;GO;)L&PLM1G%_32U+IS?GFC?"?HT>/AG.3EJ,!>,O8C7&)'1E&L77!,SQ$ M)+5$]Y735!;S7+A27`Y9PO.CP]6H3*C+XJSS?*M5OW^[MA3DCC-[HH4W6_*- MM:#K.10_DV9OC`E(OB".L<.-"(UQ>>QWK[V)-1.,FA)W`OK;1/+.D$ MB="R1\KJTJ-/H`R$<>738&4W<5$`7L$(&\%"@4 M,;B-S<&*'C#X`$M=0W.([O'?QK&$25)B.*$[S*.(@JB:+6`4Q%3'CF&2QMF M@0039%#T*TC?-DB?2.0P'8TP3,NPKBR'*4O,8QF&=,3WQ)VEQ8J!I*V?.:;6 MG0X8!1/XA!G(^.5+ME&B#D2>I`U2RTO#*M8\?Q."[_.9^TTKQ`3EPV$0P3]U$D.P3#;;-F9>!X]R99D@8J\VS5/&+#!%` MIN#VU&0[.(Y')25=5;I4A-\Q'@@A1`J9*1P^V5+FS4H(ST$VN`L3=ZVWM[>L M:CPYI'4>]0%<#UX9\FLQ4L(,MH@Y<*_':&Y>QK(L9,"EY]^;0YC/Y4, M?G%N&&M+@07(WC")OA-;6SC@`#R\6%L,UY(LBV)P"7Y;U'R@!#L1&K[4*K%P MBQ13F)?Q[D#R&_5#`#-13!%C^\9J#6&LPW($_RF(D&;#6]_;0]^;>!U2@PY/ MKL*Q#V/PS%';E7,`P>=(-I<77S$7Y,3B6S0Y[R(/;DZ$=1)_9]'`".@7!`3@ M[C\Q(A9GY)E)`K4Z3^^X>(`YD3B(T3*?$=\0'`.T=<:P7_(-SC\JD3&)T:HZA&`XF\Q#F])BE:YOP8P&QQAYM%#:$8R,N<''"GF]ZP`?QV5?#'? M3%UV&D[[@HODSVAMH@0D68'DP%D(2!8X=F$./:\@+E2-GX13LC6S"I@.L!)( M;L_\%!4DZRVN#7"Z@I<730Q<#.>P-8,J%BW.C$[1XG*^`T+C M1YEM09!\@='?9<6%?1436"R+_'<1N"?,M>W@(Q_ZQ;5*$J2FS!\N,;Z,OG+3 MG?^.Q.4[%!"K[0$%7%K*](H3^'A2F(5F1R[BHMU$Y$$YHE5!<)&1*@@X@5=Z M$$-FFF0QN@\W'?X.IZX0XLHM'R(*^BE_(RGY!Q.$0@ M;0AF="%H5*.6,L\E:'[B2#"[@82_^+"S/0AOP54/R1@E!G!`8;4$Z99.C"GL MI,Z&3T,C'XS4-_OLENUC:!)$U^DJ^HX1O+2\+,PK[5FC@@R/L=:T;IBX;Z4Q MI=:`I)Z=&?AA9:&BN!M#&M,N:0>[;X"ZQS;EVS?F9E%$,-"A5ME):AY+KC`6 M!/*+&@6^A!G2(PQY]#%3SW58:!'+%MS]*&8]I]IOX6;:?&OL+^^1"\B=\2#AX#)7A# MM&DU&/++X0S&/W$'[/?^8EXV;],6'$-B_2C^#H<(C@BQRZ[A)BHIV[1KT4RL M:=3OD\6X4^H&1\MM6!!"ZEE4G4%6A=(R@HV;4_##9-Y:F@_'N?#*"9)7A1G8 M(B-T=$NMMAA",T8`QG#S"-`L:S6!LPEXM%61`TS"VY*(6%..^A*8[%K/*7.A M<=48(C-#"N30(R(:;3_/%`=R#7F?PM2I$LP2F`<]\RTEI&/&]AN%[PYCJ'<8 M8CC^PEG1>#>!,%*:\&146M'3CQ#QU4U^2S$9P1W*WS8.H;X5.DCJ?+CZHIWR M#+?7!]BY_Q%RH[(*M8@O=6R`>*E$#O45PIHX*;C')G\>%`^+^/Q\=R(S#'P! M0]N\]P5J#>;?$%H#%J'R)R[TY,:AN-:J7HN[TEX+W=\4G51UDM4R"R\AK7$D MB#5A.X+3I>6\3Z-;9UO`;1YP@F&!ID<+O3-&9Y2*EDG5]!+**<5:2W^!:Y:C M"2R388E=THQ398)&+\:8N%98Q9?$_C<:A[-ZO\V:`1OB:7RY:9P58PL[U>"O MA)NP91[$4U6GBS763H:ABW%H)P3*JD7CN!QCEK&;2>8M`!Z"B%QTU85MX-\: MQ4/K*E-SMQ#3UL6U;3*L7.N'?'B1A1/:&O4>@X3,PG('4/XL3Z"%3@G_""*_ MR47XLPG2,.W'S4&SQH.&/5L74/?PZ86F5AN>H4,BMW2ED+ZB<):7$9:#)`T0 M?/M\H;-,^ M.N<0-LG5U*I$:;NU6ZB?!`QM$$.;=+,%UT_''G+97*.\P>XN[$7) M-`AM@0L1J2H*!Y&.6UQZ/5?28IGT(0\'ND%B= MYS*FVJ`M/K)H0M4#T<\^XN;U^T:&['0*2N6!T`;3-&I-*7OUQT^2(^8"/B/P MNU'N1W"&1X,OS#H!,\DJ^PZOKKDVO5?%Y&X]?@H3MK:R*)58L>HT5,>V MVM3PP_V#SH$;T)U[N4J@[$%O_Z"[OUPGS<2?*W5*'H%JSQL?6OFD[WL`V'G= M6=4(5\OCV.T>=N\ZQJ](\@:[Q\6CE`-F^L\;8_B1O"[3XX:OQ=]R*M=YY]>` M>VR+Z!MG"^ZL53HX"YNYEDLPY`(>0,)Y?5*S7@-F>)8'ZK$;;:_ZW.GYINF,72E M>%ISY@N@R."/:E@R[7&?V8!VV]S/.U_S.*7)$C*FPH0+^(.<-$W*K'^-,"-V M5"%;/;NOJM&OF;ZA!S+MIY\0_D'S>U1\"O/K,TJ*''R\_<,,XB3Y34C5CV#@ MSN19_/$U&_%[.\J"6[R7ZYR,M1GHOG'UP)-Q*O2OBTU&P^--DS&#'?S><_,@ M5.%F>'1;!LRV#-C]Y5$K;WH]6;[;CU9/\W[]=MEVB_9;F?+^R_/Z72&]NN=\ MOV]W.[N[[;W#WH'[_`(;8+;L-+3Y.-O`3.W=QC=[L9[,^,QL[^UW'WKYZDT^ MVNK=:72S%^^IC`[6KM>I=.4.BU5K8UW*&I9GH0',68^E!K"X^K.G_6=B$Z!1 MU/ZZ;@?OCC*':IVY^PC6ZG'M+3X$%0WQRL<=)0-=!O)T^)N0]Y_;2/.T2M4/ MW>C&3[4>EL5NL!WHM:.JH)PX$YS:>_.+#>`>??N$X)?B-F!`@EGV$E`Z1HFU MF4F0?0U;;Q&&"-D54LI#"M.A5RN+'/R$`G94_!)(B9&FAOG";#(9\P5-0R&A M`R+"M'8.#<)M"F*(""E-BVOT,,2T:I!*+<6(_T@P80NW6%YG5$>B(_*I"#/5 M3/]'BPMN-C[FNM9>&%,%G9!"JL3D`Z`9+!N.B3R0)G^)2"H<:O7'HJ"F=TRY>'27U$CET]N78?^[@^?#&V^V/GW]>`X4DYS6 M5B:R8CA@8'TK+T=Q'^#:63C`S'[W;84M*D#BH$$,:!LQGYK&I8):4TJ]2V4?4&Y\GP'D\,?:BEJ..+6T3RH# M:,7IN"%%[QGO@("UW],?A+;H]J0L';I*S63?CFB5Z'$$A2"YN4.-<-$-!1`! M_^L?[?-V%0P`F(I):5H""^0R,AHGN0L09`IZ!>O=.=]O:/;&SW@,3LMA\,N. M.1@OF>.RPG?6@GI[G2YL1?8Q6R(&9"(+@RT(`:=4/_T2J^<.S6<`V\_Y&)I[ M,_0K!BJ/;@)4$>/@W%A/K*&%H]/LG6$\BE2%(IP^Y^3$K?+Y)_/!@UJ(L?XA MMW/^^9-IPO&*JA>/B-6C>[B[2XLZ1D@HS:+C"`75BLDGE.I#YV.8@N-DVD<ZICYU&'/LNZZC'27,RX/^G+>#OY) MIDP>_Q3JEW`(7VF821+SWX_^Q,G#2BWF(UMOZ_GQJ!M=`4\9:V6R`;$\?6E0 M31,_(73#I?;K>"(P`HR$DO@.A=9S%AJ.2OB$SS/RG MI+/+*I#=!,5,A9IQ:.Y1IA/<09Z^*_--TQS3$H$2@3Q\;YPY%_&U_Z2'72:, M+I`Q`395[*%\Y\V6FSH:IY3PBONHZ2'US-9&5C(X,`8%9L"#D9P11ML61M8\ M0FII+&61OY0-1#U<<]VNO;`9"-$`R/<+UTL7USX[$5+POF^]?_]^!F-IPXWH M'+B.C61]82*(,[/PB3E"KN-)*_CRY9,]X^K^ MGI>7L*T*8EF8"3>PFTQE^PY*JF7'R-R&^;$>E\K,M,_D!GF*5/2A,<)&0.X< M64Z-B7NAW=0T$Z7G>BKX;]!BG$\9B"54![H2?+QB[M&+1B(B6TF2^X)[$XR$ M'(LY-*-0>BKCL.%JIV3/C((P_X-OX.W#FA"0)(-&5K/;$"Y,P\M4(1*NST[&4[6=4C([-/)"8P\[\3DN?PRMSQ%W!/<#V`)P^4VHGM8S(,OP%SY:4$ZOI1H^+X8H\F-4;A7WZJJ4;1KOV810(PBO_P#IDJ@BXR+ M0(1Q1E1*8-B`5Q?L&Z90JAP0Y\H]Y73C,=D47\FF\(\>LFU99.UN=%=%/F): M`5,Z,5M#Q4R1]6:[@D:JZUGX7>#48@*%H9.*+Z%2YE4*$SBN99NPAG:.U-M0 ME`B^\HNZ%R/>ILU'!(DIO-&X/44.S;`6DWN@FO^X64LMKP$"\Q\B,V/ M`WN3AR*>KRX+'ID1-$A-5T>VN7PZPW&8IH518Q%INC()S95/:O$ M#X!3S"M,I[EC!654H/DW M5O-7O')6P2#C!#F(",*;?EAOE%JE"C1UYK[C6%NL>JEQ"&/_Z1`3 M(DYR\(3V(^3UQ_',>F"]Z[/7W>WLJ\'-ZME##W)MBW>PNWOX_O!.@S06,Q;Z MP0?-!>\TPWTY^!/N+D)G3,-=Z-&'3T'ZE]']_\*;C1[USM:O$--08UZH>^L8 M_8.F)ZUM]/A`?N2*K]5'77WD@=>:;J\U%%"G4G9A=I]6,<2'6]`U#?&$8@;3 MAD<_-ZW>#,3@'1?S02""]QOCP?)C7&XU5S;&4Q5WF#90]L@AI5`M-/_-V&:?Q(,-03'X@ZWSP[;?8L^N MV]9]O_?^O3Y&%NKD>F9A;<9P;_?0-X;O.PMB/F,MLW&:G!>"KIW[5-/ZWSOG M8)W[X+YC7R/6NFI"S>E>;BWR(FW]\?'Q+]7^W+7[C\6^'UV_[DP M(`08;Q'=374VI\+:EWA^@UA?#V)]+]@.>%DP4'P;Z(5!9^E1ED'8U[%;ODC@ M>B.(=SK.0@6X^(]5($ASC$ACDGS`5C5JY-=Q%T!UF3$\^[:!CO$RN@Y'P\K' M%P4HA[:Z,B$^#BV:4OX.<5R'@XBDGKT75N-ZOP.N[/(#%'@NT2ZJ>5)RA(TK M1U#9ERO@>4@A\A`CN`F'Y'#;%G:$@WX*'O=5LYW@>7`6QAB=,`90PM1W-KPJ M$M#N+3D]P1L7ND2$[>)8S[>P MZO.&Q90\.]`Q4*P19-6`DN$E+^(Q]08I9D*N3-.M/`P%K+EX>;5>.-AQ#.-Q M;9"P4)$QC;,>QL-BX5:8:--(JBN#PA3VTT6X/D^*?&90]NE(VN%UJJS1/=:B M'?S.,H:JR8$+8BHR/'`"4!%?A059NN[W"T1$S;&(I@)^LB@>7Y993LB%.O)' ME;1ST*,C1&1J2\.M%]M\8C&EF=\=90]-,\28^CQF^*>D$Q10RHZ<;_Q-Q]1- M+^(NUA4O%/<60$J-OJ&::2I)`?:;2RZ!7;L-QR&#O=*$T7JG;K149=7HO>,E M)+!J1DK]%9XTG"D]H?ZZY+($T]%2-9@M(2CS6/BTFMAH_26T.\V812EI%<%8 M13]E\AO?D:KE6&7.F@B^CIW/' M2U!=3&V@EZF/9NWK61`:=]J[<2EI87([E)TVV:7*3L%#UAGT+*L\9W!<"N["1IDA(!VZ@!A*>;&R< M>"_+UGAQY=CN=NVP2>Q5R_65W$-$5_GW@*1:80*3&[7][XJM4DE/KC=1.5>P M_#G"TC`?V*:_STIL9QP>MZOS"QG3'CGR[BGMZ)1C;Y1,PXUYF&@TL?JF-#B[ M@ZS&5[#:G.C:4<]262'\;UM1@L&V-%R,'JJ4]JEUH.AH5=5PG=%'%=,!:?Y3 M2H1VE`7^C%;@)$'X]P];U`L/8TG'0=AFI9Z)FTK^HUT:\=[@#@9%;HG=Z9Y0 MCD*OJ@GIZ&#O><[?I MZC['Z:*+M@TSYP M\J%K/D[/(K"2+!W`Y%M*U`I'?>3%A031EENJZN<;TXU'6-+9?+[6IQEN:Y$$ MHV2\UUSVKNF)+=A3.K#XS'ZI*SC:I#^ICJ=W?\$&J1RJJQ"8DW/?*1_YHJ>$J`6=A.](<%K,29/92D94NH.XY^FFYK/A MO&TW3XW4>,6)#G&JGI1!OP;M9:VW*=<\JP0HBH,6VL!('+.&_(BL$Z6E"[,4 MDE2H>%B*ZK=A^AN_3X<.N$=HNU_>JLJ5#5YQFQQL+9P*>T/35GW;<*<>IF6F M]KN?[I][&UI1-+P)W\+M%36@L2,RS+:37YKD>/P@,!D*0C6U;7A*X"M``5YW M.7-O20.9^1'M4T\IGB]%V(II((>O@!65N0O0,,QG_$--H/T;] ML*R(`+Q4?[;E/E([R8G")"U'7MH@.$TJ_DRY/=L*`(V#@[NR5X@+%#=*#_NJ ML!$C>5L0CAI?G3)5PVN13Y5!-3$L<).."=.D\OZ+_B8$=!I=:EW)TE M&50,#>+*-W,<)==AY;*@#W408V-)QK8^167UR(K23%AB>IJC(+E5'QVX5\9< M.I5E492K"+F2!V..E1EH?:IL(2WT-:83VQF'`_)2I&5!CWI\"3'#`97?/,7S MFV,G%$!]X5+2['A/4G78>/$5]&Q;YQRL?4CN=;:Y^,(T!2F13O/UU-H_E/_^B,O*)O@R,A!5FW5_YI7'3@C$5V/Z?WZAYY%-K0'%-@#^<.C8/0ABG.,ZD"727J M1"ZHE@(+S"`Z1?JXV>2BS!YW":.`"*^YBRETA-V$.;IPF0:./\#$PX5#<;;K M\\.F`7^2V7<;YZR0:VX@O@6MZE28'.D&A.=(EE^97\&#A[8#9&$.VZ*J=%S\37E#-5_`&]P'] M(3-#,_QW[)_YD9A5T`VDIO4O,$STE_B^JH*,M\9.-UXM*NW6"LH6X7>0&DNP M@LLMQ4UUZ2CZA9HKU9)'94[`**Q0^2X=X+;M5R=."XB2.H8\(3+G,<#I?D38"#+2ZONI%@UU^'J> M8_']&YT-M?DW^=7INWQM02G`C4(QO_FRY4K:I4L?9UNM]) MD%F!F-W'[OQ)^"J7#JL`2:`!!4`XU3;`[7:'G2K^.>_=IF5YX0+^!YY,^LY% MOO1E;4\YX64#"$@#I,2!(1V2-"["HP0V*6(:S*KE[SJR? M3121PO#8<@*I;)&FW9,3NG%*,+AQ:\W91*K%A]A/UNC:7T95^[O)2X*8O4:> M3Q,=K[C9+*.HR@?1V\336F55@(C:G+=T:/<4\C4F-A3B+HZ6@-5:/T0#"%YS MLH/2OGGXI9\TLWU@#LNYF(]KY/MCQ-PV42QP8`*V(&7 M9@VOR8GBHUV`6GQ`E4`$I7-I#OMAC)X62\X;O(E]VQ>"T)@+81]Y"_=7LVX% M4H^[-WVW;4.2"]1:B0+,U-X/M@-DT]G^B'"N3RKE9:I>61'$^HYTDTOD_U>) M!B1I\B@9?(M@:UH/-Q?:9H*!N<]MB`563BS@HB%$Q.=6)3C+TJLL'+_.J`1J M[S"8-BG!FZWS;V=8=L4LQ3EEE,\[F^[_ARNW],U<$VI% MBH#V%MCY:SBM+!J8K4(`8#:=*&COH;T$+P`1>DB"@I(.#&$:1'G?'"=@Q$>C M]`:1?>CY<]50@D$:<9(8H@2G!JTY42U30<@7;CV=2:0!I@03<:LKI":(UYX8 M^ZV?9?:U`8X7NG/H56^"%<,A9*'%:O$H1N92V5&L!]$$476,MHV2*\!Y#6D( M%=OE.AH-.*67!P"0*LC5SC^P)R]-N-":O>PZV8&^;?LH9BB9U-W%0DD[[=JE MUOPGD'(7):9^W= M]_CA@[N-%_`U^'$$0"[W;:R;91KL=I8?,^`T.;AJ/N`!=.U=C0POSXO0@JO6 M)1O+8(A/1K'E=6<]P5'/_.T+5Q$+Y01XF[>Z8YO!N1C32O5.7Z8<';EX;UVU M'P#;Z]AK0SDI7>+*6M>,O6VYP0SL/B%2`/3@-I?N\KXN87S;(CF2[E1$"RL> MR>DG[C5P;4U$(O4)>W.=RD'JG=*+S207H'6CPCW*"=AVD^+>!)BVK)9,MCJF MH3"<.;VWX::)U4XEF`Y)RPTA.W]%)#S37.=&;J`^GG+>*ML:4&YQ;?J(G#0# MD>&-I1,MH@#M,'RSYA,-T]4]" M)#P@5*PD\_#''1YCWH=CSEC`O!!NI<$W?)F",P!SD?@BS\8T;KC02N$007@B M7E@/"D$<9D6`6D'0D;E.F9K4-8ZHM!-1M1VA8%QR`#FRR%)IGYIC,Y;B+P?H.*YC2(F048%=*? M(#6(!GAU:)(C>YPMM`\G4Q9OT=7JMG=HP>K*&52RXX.H)LE-LNA'G)9Y+5NN MA7=#+\G:B43S5[ASW1TO2Z^&<\K@Q(XH6D3])E6`*EXVE$T9@3=LEVJ"3-6V MX8CVLFPPKEH].%PE&X(9#%B&2V<_$(3.3KS1A"E4D^FCJ0NPDW'46$>4(JH_ MBX999-\N'.\-JD5R_>AZGYS=R4;A2P^]_O,:TAZTG>763JVG'/[J M3W$NI><&C9E,?2/W.10)Q]5V$$PZ(SC+$*VI42P)*EXV;1X5Q8B\]19A`']W M3;7)X9.K-1LT[69;IA"@"25!4=R)"Y&/,F%<*$/=@Z.B*0S&RA<#89'I1B;W4_,7SW7G5OW$6/DF9V/1*@M)!Q;MXV-4#6KN(Y01XBHT M4!8J'K`+[AN;4&=1IOSW.)+E7N%I/=SK=`[;>_N[O?LL35,K2W!.+]?S1YJH MW=YA]_X3U=#*S(G:>?AI.H.+G5>C9]J/[>Y!;V>_O=L]?-_NFO]M'KDNI=#; M[N[R6YVF]^97Z(%1]QK'['7M049GEF%G^HZOC&NO_OS"-8>PN//2@XI05QL5 M##&`Y(K4+?VOS^J]T).;L-L:PVZT%'A+Y,7)7PL[EV??<;5QO$Y9]Z"N@DVA M!R+WI'GZ\`0L:5HY_NX_3XXO_O$!'>Y+?"#H1Z-1/@FAI#)H-?SW!*Y!]&_W MK4P^].?G;QKS^4=>GOWOBDS] M-PC];$<08*ZB;+/O-OON(?:=BI#/VGVT;XB><(D]IUJ?9,84R^(19M+G#E?Z MZ>O'WSR05NW5;PZ?B42Q:[B@CN`P^\RUZ4NQ4#IM/3 MV(7:M676CF_E1)XCQ+#B<#=F0E^7BP>X@)@,X$6UI:3!E>B*1P\LL,UQ*CR, M:V0AH[MBT8.1C]A!#1U4U5T^WKI'N!;M$4`@\7_^I%UPAK[;+AG^#]C@"NX' M9[W_5//U@'U]H&D])8?VWR'(DY\D9PQ3O\_$-C:Y2O]78V74[N[N[@/,?.-@ M%IE[>O$H&9P(3/ML9*P1A1.]PWN;"^RZ<:,-..=7AQN]QO1^#'QL4]S!I1XX M>+IB0X:0<)D(I,J%&:X@R06S'U+!9%![G`;+K%-\\KF<;?R(.PC93,&`XPS" M)GN`VJ@^!A_ZZ56"T8ST!W=+;"O.T4%R-8OPP".5CE@BFP8[*[DPL:<5_[B#FFK0C^CDBJ6P(EO)G`\Q7FS=T):7,M&ADS'P"2'Q)MI6F%3\ M]Z.CLW7;%ZN6L>/H1S1*)PAS.0=NWKL7?7DYDJ:<2)-1C-XBSBG/Q"OC&[&` M\%(3B23'`?JT)UF,=)MG%0@M@,"LC)[:LE5:8L'>.WYF"!.7/](:3%?BTWNMGR.,4+XS-T8 MZ5FV^W($23L(9]3%N-U5-P)DK%`1J'X2?6!BX:.@@LR%NKBN8([)K8#9_RGE MP;CA"5D,@>O_.XT!VFA&"TYLA["T:@V!RVZB&J8"DUD+I(Y4C.U]QA"9NWU( MF%>NLZ&8#AUO#2,A"8PY#K]'>*EQ:3O"Y5FR/P(FV1C]Z(SPRZ$B98M=)(JE M"%<.J(%Q!"!V=.K?0*HM_/_5#'(Y<"2J_&'6$$.&=LKX5Y\D7N51,/H=#5>B M$N@#L>=+TS1_D)/FL$^N;*G?Q#WQ@R<1&82107 M:*4BCE^""[,.L_@'N4ZU(C;[I'239^PFC#C#?H`K` M:U4EE;F@0B4:..`NI:U@9$1XQ!G25Y!1!+1"R([55*>1@'#9V$JYQR;1^&&X M)O,V!=UCFWUI$O@-;@N?Z;9P#"BJ$[=S7ZLD?EH,9,;5K@NJ&DWI)\C^0`P4 M0B<.4MIJ*%Z"><)9%E,U9)"Z%K)R&?$L$RY`AM=%QL:E4K6E6H$'F8.515TF M7(T1,[^YKYR,99%K6-[;D;MC\37(F^%QD#J'_.=OLV:`#F(LQ=;P-RG+>\F>1-;EZA MLA));6'5"D@H;Q0/K0&@YLYE`$=HDL`99^WEL3&LX3"_N(Z\JG(J9C@<4777 MD'@@D3#"\?969F%:T5CO)N=[_Q:@EWD!RNO<.D1>J]HZE5WAU`.(0TO7.VTF M9YB-[K.[F(U%%E5;\0DCZ2%4B-2Q<+7GG1G9(M,?[HIE`I_##0:UV_+@#5F3 M;Y7Y3%?X\21-(JE2RU2`T<"5@#4[_!HJ,>"VPUV"3;U==K-@2JQ+P%3/4Y9D M._A'4_DU19P*9H8SF=.)K4^4@8D-RR9U9AQ M,KL!K?WN,&W:55I5W*AM%Y4QA:!80*TZ:7)YIZSOX7R34\!-PP(J]DDE&J]( M;WZBZ]L7=WT[L=&0U9 M&$-*3I]DP/79#HZ(&3?7!I`E*`6#4:!1CCIB%$=8=I)Z8^P\L2X5)`Q?B[45 M:SYS21PB4TNU*I81*%8$"ER5R0&7AB@&<>,,RLC9\7*OU'Y9#&8U%","OQ)5 M`!+/";!\P]U`N"C,@39.9#Q M3Q4YB.+#S*@^/H<<')-"4BU->V,Y^QV5`)"K14F,A64O"R$'2X%S63%@V$)% MTH(91I*.XWY@;*;2\Q!DT14**A9N\MY%BD?)J=`<4=4BUC"]A$)$4F33G?^. M^A:H/RPQYF![@!3GN0@V72_AXTDQNA7F*R1!=A-A;G:C0FA*[`$_Q@J5F85]JS1D54+DK3NF'BOI7& ME%J#M![P??&NTT3C*.[C-$%8K+W_\S=`W6.;\NT;8^P5$0QTJ%5VDIK'DJLH M8_FU)=#1R3?"6K+&N,NN9GC?GJEQMLPU]HF,>FWN-G4[\*.-]2L65W:*V)%B MRVYA((4YC")X(Q38.)Y)VU"C?-O<8LSQ"_%*%\,`T>7OWRK]K[X,U7_H3*?: M'=JI9:_`?'A&`^5/TY:VJFIXV_06;:?&OL+^H3I_T#&F#(*@-SFG"K[<")>R M\\G)]_Y"E?UH"YK^@WOK.QPB."*83M6PTQX,8M%-NQ:I7*#?)\N&#-[TOI02 ML3XUB"=[WC:<02%GY):12$OL.S9RN+P;>#)GKZ7Y<)P73$`G-9I5<,"+9;74 M:HLA-&,$6,.X<01HEK6:[K5T!]VJR`%&'K?$LWGGN_>PN>?DI6Y<-49MS)`" M.?0H\J_MYYGBT+*U+.RG0#[S$LP2K.V@9KZEA)3`$ZCPW6%,(>:(/:GJ3=]! M5&FEY@=9W>2W5/A7.-::W#!;2_FP%NV49[B]/L[!^Q\A-V'NGQ]2;73\_)M`(1A2+U',KFDO5&#B[#Y+L% MD_F>@T&$16OY6?1T7L=7U]9UX,,HS-V5SX`+I%ZU;X/D69Y56Z[WMVB`F6W' M])BY,>1EAAI$/E].N`I9;'_">_I+D[]OKB;.:Q%%-624+:SY6Z5P0()Q0D5; M6<+4?_)9H!L)7%-(OLY77G.*AS\C]/&PS+1<&6=T+$8)2I(M[R9.#/;`1>S2 M]]A:=.#V:9%8KRP7P5A(&69TW@D/]/PDTH[8H7Y$#)U@8G(!/\?*#Q-@X`UT M^O%O*6<1T$]MUWCUI2R:$`Y<(24844'X(L9;),Y00]1`GJ?].+3"FEX67+I7 M`RX4349R)5J9&K"<&W6(@9<.`37B.?#ENJYJQ2T$//A#84FF3I_UQ0OBR;J' MU&#)#-`$'RQ]I3\3>FS3>FS3>FS)R(OF])GF])GBWQX4_IL4_IL4_IL M4_IL4_IL4_ILX6]N2I]M2I]M2I\]?AAR4_IL4_IL4_IL4_KL=94^6WDX3%T8 M@V^1PJX#*^AK"(]52;/`M&GP_7$6&MA2-$G^71N,`A92K`?3;/X;?3Z*HY)R M#\"FPHM4F%^W@]_3IAL4'!F-%RX@F@-'`<8`.):%"L]:E)*RU3`\8]H(J0V$ MNNK];GI);3.P]Y@(!WTB<#LV9U#AHDCXB!E(`F'HW'HS]0;C'5G]E$0)Z."8 M8CL.(B#?(+X@R.]FQRH&W&WXN[(^$.IB]F'/C&W7&)-1$\+P4'^-X?S`HY`F MF=443@FZ'"RPLW,M#E1LV^5',^'TV]DW&MLDWF5 M%2M/LY]2X$?P_.%3'KE1VAG#_,R_'2&4TWU3>M'`T/;B-*$C43EQU"FO+MX" MVZM$C-,<3ADCC$`I$]FHA\7_VBQ^CI8#MM1LJ/Q[+;J/E;4P[\?L>+,5/KE4 M7@K8]Z^3&,R5`.NIV$]&/R=$,:133/$SXO-`H8>QA*,<#W!IP)@T!=X[,4^W MP$V!UB+OGG&8?8^42<*T1:AG*&68U(?0EQO%EPSP;0SAT^N,-G-I)*FD%UG[ M6$$-8IQ,C`H9BX753_X=E>N[=!HRHOG6P#$?+O"DF90RF)@LTLEC=CY!LP%3 M40"<9\AU%OGD<2_<3*X%'$GEHFB[C6#=IK[:]9+PVY9%EBE>,4/=P5:K`-FA MUSX%A.QW+/])Z6CKW>.MJ=Q\@K4M4G52AGI+H_M'&*$0KP^K#*1Y>*!/)N9V MQKO;#04=3>J3C>\C#-W\,Z?X/>+)8\R2,_>YOKFX`:H7SM7&;P"@2$\'=WZ` MWT9PYA!SZS"#GU[F>=$J8>9\8_ZDV=,M=S'!F[FY?HXU5BDLZ/BT+B,^MDMS MAN+^;%G*P;JF:^&!J[)-5!^PV_G#C)0X!.EV!3$B3**`SQ&0$`VB(<0(6\XN M*FXG9)H"J,@\4=WKM;[;5AJ[KI6L'D;.3UM6-_,U\R.GN_5OW3@P52>)_,Q9 M$%!YQ0:RV\$_JD+)>A@"9Y#]/(B<4V(<%OUKKI;%D6'^UQ4>,IGD7[M,/MYX M(MGNO--@&_4X-3Q3WJ2]2&I_P7?MHEF2GZJXJ=?PZ*0)J4A1P",%\EDX01FK M5OGLE'6F)BN+VZX9`\@P#"*>:@4B*8R*IDBS-4G6+2X,=;5"TT&[!))R30M8 M4;.F;RS@@71%ZBLZ5'+T^W1U\O*/K=[9(TH>`X&@ MT/&2T*BC)/VCMGAX(:1TOXJW6"A$$V- ML&5*4_SQI;+%=%-3U/S\*51*1CKAZ`+JVL;_ILZ,F4_KPYHG^DE)CAP^B7.' M@FT'1\AQ[6"QRN[71H:.U-J^J][:HD!J.?0J)5:M/?5@QZH(+`4=";+RC9,J M'P6V_CB0#3U\R2FU@%ABK3029/E>YZ%DZYR0<#HV%@)2R*3`'7(>C M89U=LX*?=;K.06CQMCKPYZ](I6(:<,"Z6;9W836 M-=)D>`!_^1+X]<'LJ)"<0-8V)ABT/$Y3N(K3?XW#>.3NQR,&=^27Y99;M5^PS(B*HO3;^*"DH`$*<1OG*%99& ML-,'@)TL_1YEVR1G.4'0WL0_JIU@KC=8KZD0[.[+8/S#]'YW7M# MGFDJ)+^97#UL3];+`\D`3ANO$+M.]AKA&91 MUY>*LO,'[B!2#:-J31F2ELC*-''^"@^E:\<"#=%X+&)%Y:O8#'N,(]@F7:F_ MO6#;GJX0%[FE&EAR2X+NJ'*C3PPIN:F@N:F@N:F@^>C!(R:%NH`,W=<0-/>. M="UO:^MV_D*4,GT/O]CH@7],^NLT0NQ71T5U-8]NM^2'\VS>T05@8Z68++#?G M7M3$%0HM/.1D?W/)!LJ*PEZH38/0%K!OH8]8`0:BW-$-'M(9!HJ/@B.T\4$ZD#W8LD,1\O'98'B(AP+Q7&Y_MX//X(F+[S!#?,%IR',BGA`D M&TO[$"J#W2$TEQ[;&F6QMY@SG"94/6!.?%`[WOM&ANQT#EYJR2W8)7A4'(=% M^-KT"G%D6F0GD#[U12HSA3!\C#H,6=K@"Q0ZYL?P)L5[Z*+)G$7)L[\ M+#$N`I$`1RY!3SE;6?,]6X9+$<@LH M/CP!\:"5X^_^\^3XXA\?,(UQB0\8FV`TRBC+^+?+]*)>FP@CYT='1^?_/YWZ[;?A9G@3NYT81;D"8P)[$[QZA># MAK87CQW`D]OG)__UF1ZO?]3U:6_R4_7@LAR-YO1@9KM;LF6&*=:$7:K?^/(% M7O4J'-96.N7N.$S[)8.W+6,0.H"Q\JKX4RG`C=X<%M^1S]^]^@H"-A$`9CTI5KY!BW+<:KW&1L:@F$]?/YYCB[HN7)G@ MF^;;>#LE\O=/QZ=@SWB^6O>!!]YE+RJ)[=2O?5WUGXN!V)I2TM*F,8[@1JT* M\`$)@Y@,8'U:\EC%E&6$017GG)39),VC)V%__J_M[<_)X#=S$8`!;&];,]#< M[)RL\#_^^J[,MZ_"?+O[S['-P78Q'P=D?'[^M8.NZ*"8?WKV[N;EIW^RV MT^SJW<6W=S^AK2Z\S/^Y7:@WVX-BL!6XB=;SS/_-7*= M=]W4TS=@=2<[E^AGSHK!#5S],VZ]_>G[-LRWTV%UJ^Y7MBJD$-+C?YP?;V'Y M\'$XRL&&^M6\>]@YZ.SK050[<9^^'RS0]YUM\W_<]X,E^MY]O[=WT%M1SWN5 M?OS,XP])//K;5I&5T?2!=+>[>_77ZP/Y.1XE^0?3Z-\:=.!.I]-]]Q]?OYSW MKZ-QN`V>-G#-;`7O[B=&W<[N;GOOL'>PI#`UO#=C6=X?KDZ8%AU!5:2>R`AZ MC3VYBVC-'="C"-C>?OEQA`R&=PWLK%+'%QE`3L:7&T.WU=E9X/-8[WZK4HIHF M9JMR"BA5CR?S_RK+.K?#*Y^/@Q[0!"YPO^QY]\L>RD+UY4><@S\!W[_0%/A/ MKDLB%K!6YG5U'?,P^PQ=;!KN?Z`^B9E81DTN.#&/J#/O.1MS-<3LD2]Z-32# M-/_O:4G#ZC1DPV[H/,`$V'2\SUA^U'HE:=#3?MVX&E?N:D2,Z@%@5%W&)*W" MJ_(M5K'.KB27RB2ETKD>4@$=AY0]@U[#.`>0SMA\=_O_M9@/ME8R0CAG"$49 M$;F=;=P\@[^F??93XI]NTG(TD'B&JBZ/>%,7SVC.SM3\%YRG:89/#+06WN1` M%SH[^BD`+]8<#YN6"X!Y/L2$"/`Q5(-W],6O>`R/$](+OH:W07=/(]`<,R,S MIV*D%FD5X1\N,<9LLGX6,]8/*I./Q"TO50*0/=RH8RZV@8B&1G:QEI`W^=4- MSB>P(S+9'X[>]9>N:A6@>D&%K1Z_O-/N=11L#L:!26F4U,`9")PUYV4,"(K[ M[%0JBTR?INMP$!P>M`X.WC?!_Q9:RTY[IQ4U7'X^HPJ!0MB820X83R79IH*6V#(\>?Q[1W0&A#C(*`,6G(K55W.*, M-$5AS)BJ^Q=COG1Z^[W._ON]P]TZMN#.,P="#5VQ?0Z=W%<;_G3ZY?3;A^!R M%/:_X\M$Z._WQNV2RLZDU!Z?D(TG[RI.F(_8W&,:DQND'KIY"D]&TSC5)OX_ M91(9`:1UE]10\_=N#XGG]+G6*!(QD)B8S0O83/-LG"I,UHP>0\(2+A9G'/8* M6E'W.5QD(JR5PKC-TL"I>75Z^B8Q(>YC;!:PU[IGMBH\L=QAR?6D$#*7\$<8 MCU3"XK!,!OE,>D$C^"67"W#JIR#43/PH333--*RQZ925`TJ=$58C6E7'?^^="&%7\E+2LXGNG+AC6G&[^RD M/MSM'8+K9+?7?'6:ZMMN>G$9_]F,KE7&F"&4_!;MJ*,^`76."`>/P>XHHZ0/ M'/""#_.E[W#W_4&OO?>^MWN?BV-3*_JB_"^CZ?Z%4Z)G9&?K5ZPHHZ9DP:IS\_^@\Q/M95%Y4>#$9[@_.QU]AY@?S6T,G]^P"7W MI"?G`=U5ZYJ./_+H=/B9N93($^G_:>.)6R/H[P\R`^WDOU;`WP6:NT"Z8G%Y M39XLYFH!_!Z2]L"-X>]'1V=R#\^95T,H8C`[.[+"SN#Q4LI#4+X>)2E2_C_< M#,!=P40VC@T7LD1'+2#(ZRSQ@PGD/8)[L5!#+0@P@L.MQ$[36WF],%)'&-F9^YPQVHZ MP:.380Z+D"_U[>IYR2Z*`HV3"OF'OM%8<1$0$1T.B2H]6G^*UPSY6.>0-,-# M0F;IJ'@J+#KK3IN^XQ7"5\RDQW]>FLOQ!S@L4'=/S&1NX2_V-Y[B7^E?\,!? MW_F_8$/O7$N-+4-XJ+GA.$_W=KH''\P3=VJ9KQ:S>DV/W+7?ZOCT/X)YTQ'_ MS7OU=R,^&4"'[8_+#AO?>#>K1?6YXPC(0I/9'YPW%=4OUAN57]6XI\T?'_$X MA7'F/.JWK](?[SZ=_-^M7SN=3K>W MO]/;>2_==2]7AN9]B[]$FJ_Z_1S.^&.SDWYU0Y-6W&^5EZ)DX+W2W7,?'J@7 MY*_JT_(GGMD%)GLY`WK]<^ZFDA)OJJ([,-WX"3HV+KX2%PC\%@[#_CG[<^K4??^?N?L`Z6;^E9?:?4)^4 MOOS7=XT=JNT;?R3W%ZKN\D(%Z_QH0M6M.(">JU"9?@S*$1R7Z(OZ&AFC9G!B MK8?Z7Z/H]W`)"6/=O/E@$\-)OS=7FIVM](U0RINDDW,K6\3&TN M`C-DZC1!/;41J25$JA8'?JXB]1@66-8GX^LW]$=&YU!9+!Q](8)VH%=.H@P* M16TLLB6%DS`+JE"40_EA8J M:?'(%CT_"V.C&ODBN9&MQ66KFEVUD2V1K7Z_'!-:]C@:PMV>JKG1MJX14K90$S,1J`6%JCG'LM[8I/MIZ/JR3Y\[I/-0WNR MDSTW'7RC*9^LS7<'V>+E?B39VMA\S]?F>V["MK'YGKC-]]P$ZK69(2N:;)U> MU1..JIUG.+_$Z5(T0-WDEP>>JEV$$D(FVF[W\'V[:_[WN>NV8ZXZJTN_J5** M_XR+ZY,$T9AE./HL-3#10XPUX\XX+?(H&9RE>9%%!6>7?XP2]SIF;^XI!?A<)8WK=V+Y3EV]\^.M_N4^ M488S5U_]1ESN%`?E`L+YVL.>CRPO!QMY M64A>/,3BN:VE\OQ6(I2KEXS-\?M$9'[]KF*K9U?`V M&^?I'K_=5:)>YA:QVTC&,SI^URHJF^/WJ1^_:Q6'YWW\WG.JZ"_F/_X_4$L# M!!0````(`"V&KT(`YY&"!`<``*L^```;`!P`8VEK,34V,C4R."TR,#$S,#,S M,5]C86PN>&UL550)``/5])-1U?23475X"P`!!"4.```$.0$``-5;WW/B-A!^ M[TS_!Y=[:1]L,+^3N?1*P,PQ0X")N;1O'2$+T)RQ.$E.0O_ZKHQ-2$+`.(B+ M[P'.1M)^N]_N:E=V/G]Y7/C&/>&"LN"J8%NE@D$"S#P:S*X*WURSY;9[O8(A M)`H\Y+.`7!4"5OCRYZ^_?/[---N<($D\8[(R[F@@T8P87>K#7&'\7KCK%OXP MS7CDDC,OQ#"4!4:Y9%?,4LVT:\9?1OG2+AFCF_5`F/K]4GU,D"`&0`O$):;? M[5J]7"LWKPIS*9>7Q>+#PX.%%H13C`)`X,L51DL+LT51+5VJ5.Q"//EQPGU/ M;B:J2XOQ&8PKU8KK'S=#E=QG(AXJT5C[XN*B&/VZ&2KHKH&PJ%W\YZ;OXCE9 M(),&RFJ8P"Q!+T5TL\\PDI&IMZ9OHZH4-^J_.4)=FXST2O(3P[W]X6]OKA/A[Y#)*)^1O#Z'#=E,LB*/LH)YPZ[S*;& M^I!V&`Z5)<&N#OB%7/6"*>.+;&G"0T1?:7:P5,AJ7E4Q:'2%%_DMLQ.DV26@ M,<"A'YFC#]?)>"I]F%`JE0W3V%2%\/_V<.`.^[U.:^QTC.M6OS5H.X;[U7'& M;B)+Z7"R_FH-G#Q*M5-ZZXXN@>XS'(_RT83X5P6X\6]+")ANU9K-DF57K?IS MJVVWRE,D)E'3&`ISAM!2]=?E(O&E2.XHRY;-DAVWGY_BV[&,YQ!]U?PRGAAW M+T956EOU6K6A#:&2D`K?%OTMGD"=7Z M1L%8 MH",CG!.O2P/E>6TFI!@0:35JC8HV:MX0>@ZV4N@;$UC.!X%]BB;4IQ**$LNV M&Z6R-M:V)&6/^[B4$B.T0A.?J,($8QX2;VOU=LCY>G,=L`"O+ZQ:M5[5E\TR MHCJ%Q^XG,/';4]@M9YDI)&/6FDY!.=@:=^K6K% MGQDJLP`U9\AJ.\6?F.2T*B;,O^4?^8KE72K7ZW5]Q=^'X_&`!?(5LB,>5U&1 M5G?(#PGH89?U)>,=$D]!:"J_3"@\I'6^0E*=;[-@2Y5ZLZ&OP'HI[>SD[5,W M7\'7\CRZEC]"U.L%;;2D$OE6K5[6V.[O%GIV&E,H'[-9R0>;'7)/?+941TNN M>K_""23A`%*0^%DIE/GA(HR.=3LAI\'LY0RK6;6;&EOU]^([NX^M<0\&&*U!!T;>C&Z= MK\[`[=TY1F\`U\Y[CSRSO/AP](GHCK4&1`ZG8_1HU2]L?77+'L'9SU!@A?52 M?2:@*R@W&OK:HV>R3A'*1U&1A/3;&N>KZ+J%1!.$JI6KU1HU;:0E8D[!UR%G M2RC:J5J^V(G33S!S'M731Z5+I5375U2]DG=.OO8K^U9)_/-VO0,-*9L2(2($ M7:)TJ=:K=8W=Z'-QI^`MC?,]=:)[U,U9S,DYX2[RB8@3B'H88U>J&A]=[A)Y M"@;W)/=-T!W2]L.1]]YBLYZ^V&RWW*]&MS_\^]V/T?>^PWE\\0@KJ'H4OE3O M<0_TJ0?1,$EM\D MJ!:6]#X^D8;M15_OF1[(20K3=]&\5:EF,=Z'B_LL'K)^IOY*R:J^5)X>R(?W MD$/&R]=KS<)'M!FM>:++O4U'C"F0V41J])5V@G M7G,"F^9K4\GUZ?=)*#]X&OYQBL0WCP_B']2'^HL/N/,_4$L#!!0````(`"V& MKT+A(VRVQ!0``'LB`0`;`!P`8VEK,34V,C4R."TR,#$S,#,S,5]D968N>&UL M550)``/5])-1U?23475X"P`!!"4.```$.0$``.5=6W?C.')^SSG['Q3O0V8? M).M^Z3.=C6S9&YVX+:^EZ62>X9K&0YTP=8N`X0&K\;)K?+==SW@%C7O;(=_%C5^N MOM]?_:79#)_<(FCY)GD4NHUNN]-KM@?-SJ#Q'XWNETZ[\?0M>)!\]<<7^L^+ M@4&#J.;B+Z;]HS,8=@?=\=>K-\_;?KF^_OCX:!D;@&S3<(D&CKHSKQ]:16O>L8?N83 M]+=F]%B3?M3L=)N]3NLGMB(53\"D"[DBK#<:`>\(.N`9K!OT_[\]SSG8ID]> MWT(70\>VJ"/<&`Y%O'P#P,-$%=;N&P+KKU=[,S8C(U%]_YSXW'R)O^/MML33 ML+W9.H2_:X5:/AD(N-X;\,@7'1&5MQ?1>>F1?S=$4[Q8+[8`,2_"4]>ZA9LM M`F_`Q?8[F).NNP'%46`(#=.^+)#%>NE!\\<;="PR_-S]X=O>;@;6MFE[(@`P ML"YNB%L#O]T[\$/`U3$TU\KT7:!7P[7_P7R$N,B-CVT78+SWF\+Z0N,%*E-W MZ6\V!MH1A[!?77M-G_*FI@E]UR-3R1-AWK1!<9V)3Q@J.^=F8WO,$5@O9+J2 MJ5-$4],PE>GY#!SJMF28\W8K9+C8,*.A8XK([Z^!,Q?6&6T]PU"F]9T)7;BQ MS1G8`MFZO9$&D>F_ M@";YE.YHCGL+MZ(Y+4G7.I;0M.#&L$55SFI&OKZL^>8&;%X`$E4VK0V5S(*U MX3M>>6H/V\G6F#QHNS8=`1_(K]'CMN>0YTFSC68CW@B2GV\7C\O%PWPV7=W- M&LL5^=^WN\=58W%/?EG<_M=_+AYF=\__MFS<_?VW^>KWQB^SN_OY[7SUET@/ MBE;U9CK`"GYZ=$%M!8&?"*T#S?`IQW@!SM$(-/,1V1K-P#MP MX):.5DMZ4A"A&K25&;>0)I>WMB!1H?E[>IH_GI)6QHL#6OT)47N@QKZ'HL3G MB;B=(_OAZ4\;4P0CY0C2)$MPR#/&B#R1EP"%D\C9!7MA_R/K-C`G/S(`W=9$ ML05C<1+\,&$MU6KS=QU.3\NF_<3;CF$>NU>PC/]B.O1PY^N5AWRP_Q"Z'EG+ MWCFL);*&!Z_T!ZD^>;(-+^N#BN8YN3YXO(UH=8;#X4B=[L?R%#ICRB2X.F.+VSE(QVT,',.+Z&= M!WK:^1%X09K-`\1$[>YHI"PZ<2#JLE;+1!D:9ZBG<:;6__DXR,I8P8QP2L(A MZ;\T%>P68@^W!D-U:[0RBEW6\I(H#/UDI*>?<.QXA[IN^8L&ZQ4!$0_6<[HJ MEVDBKSV'7V7\._?@3J)'CC^+1RH"4J%'C@MYY%CUWC+_O#/ADK]>'^$G\\,/ MSF/0?IO8H=%LS&Q,0S0^`O14-$B/:L!U(Y$@U=AG2#6B%*G&+V'2AM`IJ%`: M5N$CT%O'P'BQ7A$%"+X=F_:"J-5DV%,5%,X46B*J0Q?;SV#K(_/-P.`)P5=D M;`+W'0^4(H'=GK.QL(I92A:W2(,:F&>AK MFG#03X&[7WAW1I.!X@R*//GBH\@,K`%"P+JWW7C%3_:)K=%`74I(ADQYA[6% M3!6YYWDF],ZW^!N"%#4!02=+!$T`+/R-D+7Q-T^D)P!VEV\%R<_`WKSX M"+,E4&O22[7V^5S+$D(KMK8,.$T$?%,TP M)5N#P_8\S5=LY:(,Z'XV!)&W`FBS0@8]++D'8.^J#$9*J(O#D+GM5FQ!;LQZ MQZ:^&3\/1Y9HZ&'3S`JRX2AR4S;"B)FRD)RJ.ZRC([GTS]7*`X5Z$[C/5TAP-&IB8ABZPQ3W!/-S3* M,34]WW"<'8W+D[\Q*BC2<Q!R/<%UF7/3,Z=411Q' MT6FW"L=1J:HJQTDY>D_'=9GCS1('[B=J*UHI%35'WD8Q5+?7[2O+.3N0),M_ M,F@^VMJ=H-,[B'[N/%%5ND:Y0]4"4,*4A?YXV+XL&'F9&_PFRC\E/J%"_WGQ M''95^6V5N.=%P5S,/5,F6TXJM)]]S^-0>8NEC$E3X3P";XHQ\-CEA7`>HU'H ME(-^CF!<2FO*O"V#\D0>>!XPO6?HZ=H#:.$"&@6.=1\+&N6TL:ILD@]+[W-) MIOOJ`U+=<4)YL;.,E-8J-4HV,+TOJ`7*$]K!L?HI%S^Y[7+47K66R0&G=V8& M4_\>^NA`^WZ[7V(8.VJN4LOD0*O$EBY].C^:7IT6("QP2HP-I(E&!N&:S62 M11C+Y4>+57HLG""=(68?V^[W^B-5+S9'?PEJ&0P M'$^4%6P0T4A&^*:H@>.-2DD*/TTQ"#X&504?E7611+&QTYOYP_&P?X$Z:RHJ M$A0V5TKUM3Q"]%Z>SWRP@M/UVG9LPL*MCU!0Q?81NF;P2XL@49?M?59\E18N M1([>"_Y[`'!XHQ>Z+F`$_+?MO45I==,7["'""UN-3806FKPBJK2H"`UZ[Q8R M$>W?&9+`))C-S2]$2^/F4E'YGD/(O`_V'SXM"4M^7:Q9P.X0G-PNG"--1X-S MDJ-W98LD*]&VNIHSVZ:&)22^V[;]X)C[37];S$?/-R[9 M)3/(CV,:A<#J'C\/USKA6PRB8_R)NC(IJ1(O;,$SJ/5>P1_XW1*0A2GA!.`# M[TO;;W)TM7--7]9,18#JO1BG:&W3WAJT=,$-@C\`FA%P(!D23:M,Q&&R6N\VANC(^U)RRGAFM'-M7W@X+`)5[]4S7R0RR+_H M#3K*,GNYU2B1;)IAX`M`DI8>4$<^TDBAP;]<[B*,J`JH[A"A[T`I,H<-BV9 M.H\&_;.ZQ`]]5)4@4G9N)J7#JJK=([?#GCGZEV+TM`[`S6`MJC:E`V,'1E&\ M>4D6PYB]619306P]+!:B%9`FP17$CQ7.F)^7);WC*3S@Z%K;@1]!6:$#B&)5 M=X1EUL8=SC*F>\"FL,??VPA[3\8N*#%$@*8!'PHF<7TK71V=5DL5R?,W%N\$$1 MH+E[]].D+SI?AV0PU&)'T#+5J*]3W&':0EX5C$,]X)QRQU M1.Q4KJ`DE3[!D19VQBMX^*GEMCP+6.(WZOA'!5_[J46WY#M%GA;U=!A>7FNY MG1FUH9P3GGS['>P!.C=)ON)@[[T8&]LSS@,EBS6<_<=8-)@0`OC06JH M0))BFCN>?/9K&4(0YB%^;R:C0"P!4)E.G]3W4CFO>:QA9N,M/-A+CZ0F`F1) M4N@BA>XH<2_!LHFJ9=!AZ;\0O6V7_0V@-40;>K`=09,ZH&3+JHD7$%5RWA! M-K05]`SG&7@^S[;/=U1K=_]HN?6,V/Y:88\0NOH?\4 MH+.6V^,"6`_[B]1`H(@6G\^94@G6^_5J&:#I&R,I9$H@>H0N`B[X,!Q"9G#3 M=3=]12"*P#.T4G?AA<37Q(^$*=7[=8TRT![V&ZD)9V)Z?$:72B6Y^O>ZE2LG M.SPM)\L*#39O#`RLQBW<;`%ABWZ]7.U8UNH+;3399ME2L=,/`UDK\BUV=Z_7 M[ZNZVGL@B,N[4_5E+-P`L)5F, M/.Q+9HX'ZDK3EU:OQ#PDUV^4%^^_Q,C`\:(.N(UZIC9[U>51K#>&37"1`8WK`,B\)RF&-K0:G6&O9Y^W2Y55[V]4)U= M]#Y1%\;-_OD.V.E+`+I#4'='RJHOR]3TD_KB&9OHG0J4'/E9;YJ[)@K68VQX M%\OSR6E5;R?@I$/O+(MP;@_F\'"&YYG*Q4Z>!*3I[0,EZ:L\+[32!O9/PQL>$18P;^RL>Y8Z7DA*FKA6UOV^^[$G3W1\^*]OOO4$KO)<$$I'/ MSBCM#T=%N)=;8-J&P^[#!&>E+D#XS=XFJG+W!I..E`+DYX5) MZ.,%C995G;P8,7I?$:G_>U-$C2KR#A5-=Z/)M*EG8#,26+TE,I/LL73$>NKY MQJLS8C'@E4^D^8D_=*$1U!SNC$?*BNA'4L3G"=9$],*:SGBL5%5Y;Z/(I#=. M"DK%58,"_H?(5!6S5^`X*E55Y3AI]?13<6E?2/]$;56O>2MHCKPM:*ANK]M/ MFXI:BM3:)%<]@ZR/SS<#@"<%79&P"(..!NHZ1 M*58#Z_-0$MMVH*]MCY8&JEZT4FCEI=1R:8!C0XT&VAKJ+.Q$$)?L>M7GZ)Q3 M0]V,E;1P53"EY1F)FY5W)CJAZ_,D"Q4D3]5Y\`7ZQ`H!`_MHQXKCLPJ*"%C3 M=X",5T#KW#T!Q.:D5F>46EE7#E)>+2KH&"E;$A'.](Z2IB(*=U[[8]J@Q/C4 M]'S2LW;TQEF,=-(;C,5BJ&5%:^P2@@3J'8NE[\P(WZ7Q9*`%6M(J8!8K?AF# M&8[3*F7)&2HXY.OA$L6(TCMS904V6X@,M`O8"([KYQC[@":"C=4=Z.8(UL/* MG,SHG<02Y%8@VP0TF6J24NQ.FX]:[-00O2+-9L6+F%9-]GA6D; MS\`$]CM++TY/B5YHW[M[I)K=D MQ;BXN:"ULC=X9F`-$,J\[D5K"\Y=RWZW+=]P[GZ:CF_15VH?WP'#M.P1Q!X" MGAU<[+L!+J&*EI]847;H>XNB9MB`U.EU)JI6`56!*G$V>]PN<3-=F'W&G0ZRI+C"^HB8231Q@GC4+^P.?1?QU5+MJ*%U3])CU?$WC]; MCT]9!XN;0_^E<1QVJ81UUR*?$H73Q4>)99T+%`O4%;[X(%)M-U)D,*W'6@W9[J"R5.$.HC/QHO1U5>6ZVKO!E#$:\ MKGJ:!:XK*PFG^#P9Z+EF4A6UE#ZB!*OC1"9DD!^W\#WL&2YUCU9G&@9F MZQ6^7UO`#J"0'XX1D(\X9"GO/BFAS2(,:)XD2+4/,AMG/HKKK[&$UD?PP?Y" M)N[AL*WLF@"7"E58N3`W>N=X9\`)7/<`3U=9GC>?#AH9.X<=O?/.3@8GRHB) M[*#L9VLX'BHK*)`ON@KC1`(DRV_>7TD:#`?J"IAF2*VDEW(PH/>E MBX,*3H9'$AZ9V$+Q085G5%1D& M5(RE,U$V_1\+D^"E98VVKTB3R8.VF0KAY_0?^F8Y\LG_`U!+`P04````"``M MAJ]"$ICT*`Y(``!^FP0`&P`<`&-I:S$U-C(U,C@M,C`Q,S`S,S%?;&%B+GAM M;%54"0`#U?234=7TDU%U>`L``00E#@``!#D!``#M??MOW#J6YN\+[/_`S2[0 MW8#CE.I=C6G-5FQGVA@G]MB^=[81#!9R%6UK;Y7D*ZF1X6V?G>_`O'SS_P[_:__V__'ZH;@CQ]^_?+A3Q\_)B5?`G][V*"BO@?&(VOR<33[:,W`_P;C/ULC#$T*`H'GAGW\^!+MM]).5OG(B\K4+U(JK)ITR#QA+X7Q_38A_Q3Q^M\<>)=?HSW*80*\K4 M-_(!O3@`XE<7^#MX"Q\!_N\OMY=9[4#_$EI)5:.U M!37*D'>F1(F29';PQQ:TBM%OX4L`-]B+-2,O5=T%P7%-;,`K;,#6G"!ND*D` M\SGZ0P7NBEQIV#WXQ/.RDVK'B.NDR89Z`P/7WUYXDC'7BU4#_BYR@A;+Y(=? M%2Q;@7L_0CBD`<,W.CM+Q_0J.D0(MW\%QQ@.1FEGP96DQ*<-:@6^1!]W M54:B(K4OZX@VPHHQ<+L*,H"A?PC(2&F_0YCP\!%Z'W^Y^P#7%10'8ZFX]'ZOJN^D8%+896 MD\P@&BK,%Q.SR=Z&6WF_T=*XG3\$^"EP/9`\ETM*-7Z^#U)6O713!>0"%K-! M\C*%KL?'MH,H4O0%%?B(*+KAHF@8PB@\G2V7"MTD:4.0@`TX,[[%SRUK8G@T M7<2IW,D5&K/C?PBQ8S40=JP:V$'BC\40^)$B9?`U#?-/]#1)VK3)3!9PN.FR M?@BCP-F@<&\U4^Q3TJ9DL*<1=IE$63'+&AG>C]7AU>-RRHTFK@=\3W_^+QFT M4A,\*:=5-5(Z*H:M<`A]6`6QGKBHMFU[?7=W<7_'1JLS)WP^G<^F"V5."K<@ MQJ%ZC"EUR-.QM3";+@64JKU/WI2-_RK`!R7>13(?*JZ$/"4F,3>?$2E.+6ZC MV"(/-?S]WO?N(G_SVZ_.[@!/Y\N%NB61X]8$*=.)/://<3)";@,PP/<2J*;&J^DAVY5;W5'$"\!IS<#(:G8SB_X/PV4$M`><0/:-7^W>X/0'+D^5RF3YP M"5_)C+Q_B$B*INL]H>$@\!_!5_2FGL'$.B'IEJ30.=S`_0,,TE_';%0_AX\P M".#VB^OAG,@S/XS";S`Z72"]E#G8AD;%B$^M2K,Y[`\[DGEY"%`KQS5.EU-K MJ=#)BN(3I;W\]Y-;B+#LZ6H^-MR4).FHOD.0`]0N_`S([R`7=0(28:`@#<3B M0*5B;Y8\Y=ZQ\`]BROD+DF?+TW$-4K4D\*F6U+S-9IVCMDN&NXV,>9M M;,#1,T0_Y48<B%FK3GY;SJ<(Q36?[@C;(H5]F8MUU9Q/# MTV"I=5#>W5$"L5%!$/D@*ZJ,SVJ&0N;PN3I`HO@$X^EJ97B`1Z^%GF$3-9Z4 MVDY:F''H5,A31=]W,1HK\\J%EL3HV@XY)6:IU,B:FIWM7(-6M?.L-FESI_G7 M?A(E*5)J653)EBJ6(L&3-1@:I7`9'!9_WE1-PTGRU$X"IY#G(S/]S_X.O?KP MXO<#>NGXJR%R:'!7MB)GZJB MLVJ_V2N=VSQL?57B3@;3>[?KH-L7MZ*I.FA"[C"O\(<00%(%_#&9)?B37-)G MR6OCU51=TCTM"K4VT*PKK2GDJ:0CR_#D`%95^O;T1W@:/#YWVBXS-Y3,(QAJ M!Y4Y!6H))(O-[,QS9EVTS"^PHK*O+M>?+Z\N[R\O[L#ZVSFXN[\^^_>_7E^= M7]S^X0Y<_,79YS]A)W`3)(G`AF\>:6F-U$\0U+8IQGDZ% ME-_UI4=CLU-=6E"K]M[-3=O9(PFYAJU?48E'UDO$BJ.M*TV"0[-G:]M@:W&? M+0`*A&Q*09SE&8C%U$//]V!#RB$;C>\B)X)X[>[Z,4Z[<9W=C1^2/;*98Y^N M9NKR76@0B/&<3\>4]U2U2==G=I3-I(=J)\T"QCZ[_G9W?75YOKZ_.`>?UU?K M;V<7X.ZO%Q?W=]Q!=MVTPWP^5[>G2?8L"I4".8>KA9>C\R1#ZXTSR3V7O,6U!KF:MK M;C^9G9,Y&U?8,X'X?!T0C[TEX\145=7$`!0(RQ7!K6;,)IK#Q> M3,U>`:170K7'I49RM%D,%48O&,3%X^$<0!4`J:&.\*KWD_5/^+9=9TV5%\0= M+VA]9.VS2,?5TK\A=F)'53X=7O@ M1B1'GK>R'5B0PO$4-/[8ZLY^:FA4,G6;-&FD;5)AO##\"+IVX-I];+'U6O\J M?(9"[??4XUAU,+/;H<85$A=@]MQ$)_9^'.D1BGHGZLJ@Z76^`H*^L,*#]]M: MEDS85IT:65NL-5X8OCV(`KUVSUJ!T.!>KWD7W:@^M!Y'JY>\W2ZW6(LX#;/7 M**CP]^-Z:Y#4NU_NM>/RRG;CE)(UM>9S3>DY:B;.N!6MSYUH$3!:FIV\S*:( M:L_-A*::_2-Q\IB5(1H2A,PPA8XTHD8!9&'+;-_/J(F67H`-4S7_2'A"N0R@ M,IF%T\O4A>;MC,&I9MJOKL&?]T/G M#O]=J4@B3;-7O2DUZ,%?-V&I^FG!Z>>Z9I/9,?3E9^JRX)H;ED_G1H7:J)Q5 M&AE^+%$W^#X\<@E!HS<6S[>O_\+:O+`NRE)YWZ02\15FKU13H._-ZY9Q-'I< MGKGJNN:*LS/HMCQM_#;S"Z M?KQW?I[.5Y:Z[:8M#0LOT-!K5%B?::PT7EIF3U9W@]>PM-B.P"Z5`'$1\,_>?KQ;?[.W#]!5S?7-RN[R]1`7)VQ=GUUYO;B[]>?+N[_/4"7'Y# M_[[@WG1ZB8]AAF$4P[M^@8$3D7C2&BM,^VQH593-M*KD=*ZOL9I.S`XCVH&K MIW)+ZW;Z-(D<3D!60#(SE0SB^F%F9=#65(-X"[-/#.J"KF60U@'"OHZ>80!< M\I2-EBBQ:^$[MV7W@$H,8G,ZS M`E[+**031H&QJ4/],R-/\4#FSMG!\!:^0N\`R>V4DZG"U?NZ)@7I2:=$1LWZ MXJ.1V4E^;;"5N\[FMI.Q$8JFJ?==2>G?Y;E#!*7),JPE1<45:$+-^8 M/4M2P:K%]1RW*DB<_`CRZ5+=SIOCUN3PJ!G[,9WRT3@R-K,W]C9!UN6/CMK- MZ,4]O];XM91Z*L5,:W1<:=11[6,Y,-F%.B"I!+:D%BA4`Z0> M^![79/30?`12XK[-MYN*YV<4@UW>F?.BQLYNY1!N6=12<$.R\" M<)F/K@>24BKYJ\;Q]\S?JEMOK65-)JNEV2OC=`KH<=HT4%2P^?\=P@@[]?#> M;\!`MG;&V^_QGPYZ\6=^&(6GL_ELK-!;\R,3-0:9[R0W%@&I"\-33,254]]5 M""*T"Q+P_LXC4P2Y*9[$._B34U3B4[ZQ+$"$]6"?BGJC0=MG36?&+S6>E5F8 MO1PH1T%-G:$$J/;UXR,DPY<-N]T53NM-N^#11.FA`N7FQ"R$`GW-`<])T?%\ M93:1FR"K[D(:VBT=/LX9AC5_,-6GC*NE6]MYXL70UNPU@&;06KQA8_,RF!?? M4XE/`?`]Y&_/_;WC>J?68J'.V=4V*<9`2BU2%M87GRT-/^BU#;9JY]?2MIU< MLYL]!-_CQZQ7/E?/<9I/Q^IX*/E0*AKXV?VZU;*+^_Y M:/EDUFC8E,OQ-W..S/R;G>K1#)J>=2]H%.!O[R(GB/@ZX$80]F=GAP<>Z7%F M\MAG#9Q]%AW[##_#MQDT*_LNO*U,[N'#>\6XEQZ]<]2OA^N?;G@Z72D\8KJU M:4%&LFF5WW;?5LU:+!=FS[Y2X5?>2U.`J$2*.&4./68-%-.FKEP/7J*_DF^K M;BFBVIXDFK;@KW`S+XO>I>F]=B-H;2P\;MG.GH#O^!D@#WF)=_U(QMS/_@Y] M@S!F=9X`N9JINT*%"H(D>K)I66%L:W4201D^X&%21!NS:=`T'*"'S\^[N[\^ M^_>_7E^=7]S^X0Y<_,.68[&%_/Y0N'HO-*B*,MH-,BY5BE-K-GL_:PM MJ'6.T!M1I,,DB=Q3,S;7R;WJZ+S^_1D_[FE$K6]\WHA!@'GQLG:^? M.>'S3>"_NENX_?SV2PBWEUYVCN)Z$[FO;N06=^6H(%E1H<.Y<@AXF#8MFX`1'>*%D[DEL1OJR]+?X/7D]Y=7;8U<7#+>0_`^B$\!S&_T6?;*GNEDD6).+TX]>Y MR%)J*>/QU.S%/0YM5(\8V"$1=_R,LIB^J M.SRZK65IN9D4.M7LNHU7K>[]SS">S?SB!W
'4W,$[2-CLEDTT1Y?T!"YJV M.XW/UG=_!5^NKO_S#GQ??[Z[OUV?W3-?75RVHDMOO=GX!VQESAO.OD/FAWX) M$+8KUWEP=V0(B,9(RX6Z$]?X0(E9B+074;CFFT?@IPMJIB5D$\-HGV6! MFY.:W4O![)S$[/ANSD218=WTZ1?7<[Q-:?H47^X\5;?B20]$S+:$%"[<9DTM MQ%JLS%YW9%=&=9?%C(@,<%I6_[*:A=4_]7:BZNYV8^VD[M9W6B'$VYF]08-# M&X;^1>B^>$9<\80`MI>7@KT\9E;"N[)%CR2_*'8R5S=[P(Y'E]$TZ\]N._DE M*M;"$V@_$J9T^<<(>/I>[@S3P0(IF1T-"`#JPR*.&01]_GN+"S52LM@B!]? MO`+TB.=I`69$;7_%>,UU`YJ:[!$NJ*FA%U=4%UR8_J[43G\,<(.Z$=_M0)(3[.[`UE'-KT.?QIP94/?^0E]=&C M*$0F2W4WB;/CT64PS?JSVTTA%E].WXOY'"ME3G]SA(RGWY$]]*$AF,ZACXD& M1COT:9&5W`5@=M:.B%I]#GYH`%9&/TF7Y7M"HY\\CY[$,>H2&$IM"5M"*^P" MRXOEK.7<[#2"6KP:G'^E4;NZNVH=18'[<(C(LF/D@QLG@%XDA6ZJO+-BNM4Y MU4(Y8K;&3Q75`-;E"*M-$]KA?3=LM+IQWL@>GN0TO_(E1=9DL5"W:-W6M!CI M&)5*.=A1;38R^_P>&OBJ'2(%!CLM@W=FY*M\Y'`>V)PKA45AQ23VX!.^1YC/S=)@*9'9%[CH"T6U&PBWX1=$@3/?B^,%]"7( M#^O'1W?G(DW0MY].QNI.F*9$(OM*PEFB`4XZ7-^`T@[ MGNO'PD8/Q(?I5-V>T\[VY9&>5KTZNC?5G4T-#W-H==#I\-N`'+GZXL%2QA50AJ.=NN-GYX2&` M]_!G]'E'^H")I?`$==EP>[1NNI:>5)\*.QNJ"'"8J8;0AJ M73P:CUX,^91F+^7R*:2ZZ^!"91=JQ8>H%NMQQU%46'+SG2\GZN8)V;!HL)@6 MO9E,)I M<@8D:LR`3N4NDZB7LAB;/7'%H4U?9M(,J@P@T?'?'!! M47ML^H(?@Q;J1^&T4.Q248#+RAIP,S!"T3#;*-;7#*F[:R]B]V3Z1!2+(IH& MT`R0[`OT&OR]NP'G\`5Z6S1>?F,,B%`+>*3^"VHUB!S7*]^4.EVI2$N;5HP MYF'3*@MR6JN1=VYV8B2=`LKC?AH4==3E'@/G-D*V.>`;#F+[B2,CLI&97!CT MX(0XN'HKYU-;LYFZ4;$8-C$[D/U>4D,1E$LH8/;JMR0-59N:')@V*?+Q,RX# MBF+4&^3G(JX\]%A.3;#(>G":3)+VS3#;9(/@V<@R>YU=CH+&6&0;2KLPD(DW MGN8FF8[VB:03$)LN,6^0'='!/_B114\EXZ)W8;B5T92@X&0P8/8V<&DZ:AF# MR4+;V*\R9E\>'D+X^P&U';PKN@ MJ^Z+.MJW\^<@+L"?*7_44C%5=KY::".IK#1@!G6:>%JH@]ZVV1/`G=AU,_48 M0!U5^;/9N[^NF@3VWLA:35-OK$.Z+K/S0+K!:XD2.F%42,]%#BN@TT@XI/IZL?#TX,CT=85='B[QE!U1D%XT*T$S[C)%KT MGXO?#^ZKL\-]2(4/,X7'\5-!$%R*YM,R6XNFJCX>6X:O1#.HH3P'@QY+?-T$ MR=C&?RD4E^?_V0BB)B'#-#.HIF1059^-YPO#D[S9%-&3DL$"B5B$#(+?PC`* MW`V>;VQI'S%BKC#]3@"9"G/@?2?M5D(I=6RMAF@Z3-KUT[6P0&SK<7(YH+=^ MB9&B&KNKP9@M9>=&*17[9<.ST:7HUV-7R(;4/C)3YNS<_.RK2GBTFJN;"FMK M63@;ET&G0A9NN@^>"J4LO[)'%=*GES+>PP M9F8G)5'AU^.:*9#8-X'K;=R7'0SCO*+CDT*S.:OBD8*,&43P$08!Z@J>G>`) M5H9)B]E,W715>]N"^3^,>F7I/>WU)@O#3QN@PJ_:5=.`L--"("DESU]3?GLU M26_]<[J:LM9>CP1Z9N^4H-1`B^>FPU*@-_NE:^&GWC>B5V]`VX'8!<*R/2[G9]9D<_MC;8UOK:Q#O$,9A^Z M38%>DX_MPE%@,+CTPB@X<.R8/X>O<.>_X)IWD?,$+SR$&7V4$!ZWNK*6L[J) M^XW[FS6;CV?C)2;G9#1)J)G_3M^(*%GY=$?UK?#?]]YE/EF8O+[$KH\FS,\*JL0&\-\/Q&+?.&B.QICE#):&.HVPG+]J7,SF+F44=/R,0.K,,B-+"?)W8RFOXU\1/K=S$\ M@N)01UL,Q8Z-*HK:%LTD*)K)"^XX_GA^>WGS)\;(Z<()/"0_O($!V5!>F3I< M*-P&WM&XF-TP:Y9:2E?%V71L]EP2G0*J0R,J%'9:"J!B\7DC\F;X:1F@9)K? M"&Y7HJ#.CX+=D=D)C;0J:(EV*,'8&;O!N1,YC#3^_8#>/[GQ((R^PNC9WUYF MKC_-?URN)NJR$VD0"!*:2\>,U32U9XNEV5F+#%HH]]W44.RX:'*Q1AB!N#0H M%)?HT%E8HL:KFV4)5?].]>'P;B*SSW1BTD./IV=`9)\%<.M&X,H/0Q@?E'ZY M?W'<@`3K*'@OU&2S@/C^97CE.QX^!?4*.JB!6[B![JOSL$NZG]/5?*GNDC,J M"&(VP*EE:@1TU>>KF=DVP**&Z@Z!`8N=E#T!I#1A?UP>Y!7D]0EL7%'2*1AG M$95N@:XZ\5YF#VW9%-'2,3!!LF]AX.S`!5X'0V,!^!#Q]P67WL;?PWOGY_&@ MPQHM%.;!-S4K1G`&95)2-U99SB=FL[@#N6IGWMZ\'3\&Z+D\+]W]>95XYKZX M6G'`C55(@J#9N3F=V+6XV2X4!=JRWNKXU0E^@Q%VUG=P=B:3ZZ$B?;)XLKCK:E M$@G!S-X/1X%>B[/MQH$"V3R.S0NQ4?;Z\1$&KO>$PN;B\==UJ]JQT+8CQ ME%N+E+.4`DA'9_:J/*,FJGTR&QP[+0Y0^?)5".+>F94D[/E8)E*]XIY9OHC9 MLW.,FFAQVVR8%059:WE0C(SG47'ACG`U4+\*AJD]2 M1,T^(89-$2V.GPF2'1=+IMZ?.-;:\QOYBE?M79//@GJ>2W*ONOL*\1:/+!J8 M3Q2&_1R(!*U!RBO(;(-'VF*V-'O^7D`KY7T'-S2[>`ULL?()B*O'"8ZI`+)G M3][00HAV:GJ>05E>M5?BD$9"Z/=G>JE:>GHL?H"R[GJ-G"#ZY66]09;Q959[9)0DDVEN6=`TF%3*3*"MUF(Y-WL#%`5ZY9U))P2;%/EX>`%YH9-X MAXBTGH'FVZOI`7JE<]6CM]0BI[28G;M#`U^/A^X&8E\'3X[G_MV)WQC/:MDO M(;Q^O`@C=^]$,$3F,IZHFRDJ-R9&SD[@*1^/"RY7,[-/EJD'K-J)UK9JHU_Q M&>G9[_)F;9J^GQ(7J8-X%4=X5)#8K-E1:P-B+>ZNONT*`=E(MGY$B+Z@IO\& MG2#\"O0Q^!X78'1G[=^1(\=$-]6J^2-UY:UQ_.+,7B;I0*XK/Z0=AE3F77L0RT@_ MZF2Y$/%P)6D22->%KL2XD;(I8!;O#Y-$[D: M_%FI-#%&]+K,CLI:<6OU90T@)'+M'G$)EOHG]#T7`J[L6*`$PE%@+%&N4AZ_ M-L,OC6D'KL6M-;6>L(T\%N\XFS\FKW_3RK@&+W=<(;%5P_.YNJ!K]77-.*01 M\&SGA.'UXWT`G?`0O-U%_N:W>YP6<%I_)K2D>Q&;6A4C*KTRV86(C360,9GM M'KN@JW:0'>W;Y#F>-TE+`%($?">%N,ZYJFORRO7@903W>!9L53?@D'G,52L` M,>YR:5@^Y*J]\FPY-]OUTBNAFMK42)*SWDY`(]EQ!4!J,#+^WP(?MQYORK@) M_`V$V_"KZ[G[P_X&!GAIW'F"]SY9HKF%[O[A$(0DRQ?US+/:-"N*Z(&_53'V M2]4VM0H!H:B;'8_-7O26H)UJ.Q*':!,1(-N7EPH!B120BP'W/B""0$F2?JOC M"-J';';5\)]?:AS@CL=F[^F6HI^N@80,L$.T0O;MXD,VPLK"+[_01?S5S9[O MEJ&>EB5E"4#MU,I>83LPNX+>[K\[/,JX4.$GJN?>) M,JD2A'R[C%IY#JD)$+E9W4*O9#66<5'U>" MNJ6X$TOK:K$,CE#0?-.H!GQ,@I*PPC*[@^%525=8QXG/6$MA#]?,-Y2:H]@8 MY,3]OV7VNC"G1EI"+SYLF864HJW$0LAY*.A/+W31)P$[UWEP=^A[")L(VS_?E7]^P&WC11Y,K7G=X9M\YD+7J'33X=:UQ8PH9:)O;*W, MSE(45ZZ'$(T-87TG%-\&%()<"NZ*"H=3Q(+(:J=V>Y,3R`W$X*@"/#JA2>0Q M,GLI589Z/09^K%@':']2PL.!F!]-V$@G,PYJ1F9O-9*@75_A)"-.^\K=N_A8 MO?)$7AC;G9/;7>2#(+>[;6QW^+[3-W;;2Z8:DS`WOH4#(_T<0.>WBQ!]R!^$ M>B/.L))"OJ!%\6F0&0]-=1R8&'[G`),>RD-`!C#9]'6V:I06Q_T+J0#B&BJ9 MS1/`&4;MFK",HG[<[5N&7V'*J(FV8(L)EAE,YPB5#"-Z-0"BJ+Z(OX+A`PTF M1?2$-2R0\J7(E.$>^C..6#;^'AG:!H4T*+PAYL8X<_P-1NLPA-&OSNX`LR3S M&>\NLAIQ8B2FPY=RMJXTC@,G9C.T#;;JJ**E;1L]`^0A($\YL]U;/R%'B*"7 M8]4`H*9X,LR?F+WXW`Y<5_?>BD('Y=C[:KV,J_3$-:7CX>W$[$F&5MQ:^MDV M!/:W]:^<]+I[]H/H'@;[^\#9NM[3%PCS&0H24G&FZ+0*%J,<*^;\G+ZV>B1$ M,7MMATX!U=TL%0J;E`*X&$C*`52P,&6LA*<A#Y-$M%-5^J.,JUO4HS"E&KD&\YKBR]'9M.U#;;J**"E M;3M_!N*'W*<;M'U%):?LZ2=CQ8TV%"='+ID]*N]`KL5MMF.H4-.%W$=O!!M\ M8VOT]L7U'/3RUMM7-_2#\&JW*9Q+MN0\]Z5+N"`C.;!G].RLB]_US.PM>/1* M*/>CM$CL]>T9B(N"I"Q("Y^`JZLS]3QFCU+-X7'5S=*]>+.W&=`KH'A`=SI?SLGQS$L5$6];RV)$9],I.U*II=8RCN/,CBWH%*!G]BL,'GQ>CTP% MQHY+@1`7.TD3"OV\)+F/R/_AH:CYX2V[W??%"5BWKGR!,+QQW.VE=^9['MS@ M#_6?;O1\Y?Y^<+?Q_2V/9)TC7#^$4>!L(NP-YRN^,)JC.3'*R]$O-04>:>B3 MFK[Y7D0MU>&X`#8;UP6X,KCT0%X=X/J@(``GR\*3U5!!/+F.0KA4`BZ&NV28Z@R+,.L#F>XW:W9 MR?8B:ND:\@A@-*&G2S=C%UDVE1PF'K>AQG0H-.DREXH(,EHU.T&`69>^0K\F M0.U6D)V*H8_X\N*ZOHE/'<'5?YMA=@Z-NO0:JS6AZ@[0TIJJ:2\Q;.J;]_0! M4NUG,?R:569=^@Z%FH#1<_]4$OFS+3&EH)ISSRU]*XKX3Z--IP%4A>"O8_CI M+!S:]!;V-$+J"'RR>O)#GQ;B2`Q^##`#^@"H]BN9?F`*AS;]!D&-N"BZ@MP> MRC-2ZFU"9F1D@%$P1$<-WVN@\5&S-KU'2(W0E'<2-TX0N1OWQ<&3O9\#_S<8 MG$-G!XO7@LXX-R]UR1;C/@?RE/"=54F$:O;$#[4.JB,?6B!VJ2"(2X*D*&>^ M!ST'.)RX*?2M.FRZ5V[V_`VU#KJ<,RT@%3R.4Z'.G!- M\_+++MEB-.9`GK*XLRJ9(S,[5Y]:!]5>F!:(G63=)25!7E0D[XZ>!>P#3%/X M6QE,TKWRZ3O@[U33P)$6C1U[6_#5\9PGR)O^3/_I.8('4UA;#1[H7K+9!TE0 MZZ`K>*`%I,K]DE12')B\G?M[Q_5.IY/:97PYR<[5]D3IW(T_IV^EK#5;&'[P M23-H]7%!0\MV\@201^![_%"`>/>!XX4.F9U8;_>NY^+YB,A]A7
'4W,"S= MJT0.826V5CS*]=)[A2$2&&>[D#DK[JA7)3)Y=-?RUNIL1T'#>,[*\)LR-+T! MG5:M3HTC%U%H")1;`FE3Y>L&0=[8T2'G:7M)6IN93H=GJ/)/IU,S3%+.5AFM\^4]7 M4S>V5=\OFCVMKND-Z!M7ZU#G'R30^0:C2V_C[R$Q(^4&. MD"IJB`^./.0^7#/=AP%#H>'X#_4#H"/RF;Z8K5KYH0Y[*IH,)S3QO(.S(Z.G M>+4?M_X%PBO_!PRN'_$ETNG^ZNN@=+H_,1/.:YJE@U'C2F2^FRX/PM\6&60/ M,_005[JO08PP\C8/080GM[+DXLD)[Z0![`=P$X6#"ZX#<'23BS'N0=Z(Y?VY M!^H1BB#?S#YJ2YW2O8Y(A.';B2<@:RM@GWN"1PA+8XX')T2>!+D.O'%K1UP$ MWL7EXQ2H#784>,4F.WH(#T]BD:]&.0J)8Y/WYRGHQR*"M#-[:[(ZI?L>>PAK M,(R(XLKUX&4$]R%.0:Q+/I.?0EG7NA([;]&MPVCSFM9L,1Y.LF6;"CV%YL-CU8!G/WXU?F);UJRP7Q7C;_#@_(AK$ MLO')!K%T'-TE\DVP>VD30^_&[FE[5`%*#7*B6$S?/GMJ(>3VD8F3^PU2$]\0 M$S]:DR83.OB,'Q@;O/$]K%,],N+'QX".:,X09[+F^EY-Z9//;\CP*A!+B^+ MZ=OSK(X0^`'W_4E+I37MXNV\B/5R-QZ*P.G!'3"_'R>-$:IMMRD"M$4M0V M\%XAKM0,-(T4!NLFY(P;*#BW&F32O!2US1U%T"G`/I@H M)[5F95\"?P/A-CQ)AQ8&.0I=`XO!>@I)PPR:[FF0&_FDJ&WTH(-.!_,C"WS2 MST6(WAQ<;WX_N*&+?_P"XY0)SA-5&9M28N<,>G68<*,D\F-(P^Z".!=L_V"!7DCM5ZCF&Z$G8(=2^!<.`TO!'R'=1$M0 MU@9#JZ$QO@].&VQMA9!ED"N^0NH:%@328.:SY]*_2?YN2;@!YJX\MAR8N8O& MI-U<&N1"CI"Z)L:R-,!IX]SRO"S9RU,H3*9N#;!T]6'RP$Q=.+SNYM`@]^H( MJ6MH6$Z#_7UU\>NGIP`^H2J$\+/>0_L,CS&>H.T-*?`(>7-D/]@@CVR5H_>` MPO\*>"5.`F3-F.0N>AT:#,)=J!PL'#'O74WBL>D]M.%#10.)XX@3X*32R?/= MKE@F3_F0FTTNR5SZ'8$,PJ,H'9,<$?-=+3"SZ3W`44I%B?<:B11V7LRGO0]; M5.Y(D?MV%#B,PGZ'\6B0%]O(T'I`PY4CZ&I!BO$.0N4@I<@W M:_2/Z""PUD,;H!SAESH\,6;\4;&#?DEV,8[]:*VWR-)^!M/!KXLT:!2[R%\/2Y*/KL4,)/[\5GZQ_NO@@RIFE^P39&AQ*#(E*WPX+ MJI-AS1;#/(&S19F>PJ]F1$=V\AT_DG/4YEWD;WY+M]MBF]OY/QSTTL_\_=X- M0U2"[/66N]6BNU$E)L"E:X=)4,C$.Z`7@YQL9%"N)Y.A1]C2U1`A^9[S@AB0 MR]%N;=+&,P.P-MHQ#NWG'F2'Q*!>ICV'=SMXM-@TD<4A\`$!?-[E!3L ML7!1WD!I`(9'/7BB_>J#3-)A4*[G`14]4O/ZNSMG!\,C$LJ=X6YK3KVI=>O' M8F/'TO!GG0]RMIM*+1/BQP9L])9$!.BTH2]N$$8WSENZ46PF-P&-MFGMMM6A MMX"=E2035_KN;*Y610/MKPXGORT"(@XD\GJR3#5C.O,MDVM\UTF'029F,*MH MS%B/`BS?B.^16.9+KY:I:-1GOFGRC0`[N3#(4R.8531I-$B!=S"]YRW<'DBA M_(S/+W[P.?!_@\$Y&J["X)H0B-!8[IWQ,F!I-VV!]R5@]=2MDC-@!WGNH53U M#8RQ6740\"!94X6#>P%J#,2M@;@Y$+=GH(?1$KN_(P\C(^9GH^<@<]RDJF_J M6(%5$=Z5H]3#N)Z:I2-AH]`SS'A'7D3*$2-?H/,!)2JOL'#&E9=WDW`DB\G M:0E$>EPNDQ$XA#>.N[WWBS7CY9QW%R.T:6IJ.-""F:?GUVA[>OKO'HU/2G_; M^'V'GY?%H*G!O6@+;/X.,P18*KCW04F$8RM/+N M>N)F/4V-@AL1\\U^A;GQ)DOIZ@/C%N[JB92--E\IL70#2X:?9TVMI\%Q="-H M`SOAPP,BC.OA9Y<>=B7N*[QRPPB!.$?_"=R'`RZ7[*U>2EY5IV]=C04+:=]E MO@S"\<;GV3`[7PXM^XJ;V:&V&6Q!&LC$@40>*`J4MCN=BZ_R`N8A6BMUL,Q* MCF&N!W%HV6N@S([7+AFFFQGF+C',;=$P51RZPD53B7'Q$*V4/B9F)<0P\\LX MM.P['F:'/-S.]1X9:?CL[[:$P8N^8N(,1M^&W/8^Y!ETW@HAT##7;$74-3]N MKF"69^,@DVV`M?<14YML[0JB[",J#?+YI:5P"C&^EX#=9!>@(H0_XM8P=W:*J#N#4\D'W-&UK-RXV;1F,.)OD"GL[:3#XQ24:#0T*;BG@#K"_+(_2)*<^,T+H MTUK;WH,D'54ETD7FI,O;UVZ<9BF&59Y"JHP2_Z-BAE0L1K4(S>R$"E?-+\>:`KBD3LFW'!W1%`3O.2>K\]`_DTA'R&F)EX`%C\TM-W%@<>ZV9F.'B$ MLB,JW,>ECTYQ*,:$>.K1>=A!X(3`43/YV$Y*';&B(?8G(7(LN=KAKP*VZF9L M''D$U.S^[AX;^RVQ]?(4M^0[$@`:+9$RG?`;96U\@D[AGE>"I^BQL6E;6AY MC9;(!+%0;9/Z[?S5$,`:;\/BH6TS60:_#Y1!43.#WC;(]/.BQY%O`'\_N`&J M5%V$/Q+3JWGK")"-MV\)H7,SB8:?#$NOJ+%!=1MJ`SOK>QCL<:OHK]?!-]\+ MH`=_.+OKQ_7VU0W]X&W]%$"(WU^:S2UW49ZI?26F+/H&.@R933S)UACD3A,^ M/7N*M;G`MEAO01ZX#D`N$5P_@E0FR(1*6X7AY*ZT2'NPUDL;9[,399B']//I MV6>4S878+AJJ'P#/]SZFEHK#ZF<(G-1:GO8<0'.!'GH/7!X0KOH+I-4.CJ6]$YD&7AZ,S0`C!=@6U7)OO M<_1W&V>X?:P@]>/#4J&G]]*3W"JVNET7CL&2+X!>?^/ M3OA`/L(A_/CD."_H8UCC3W`7A>DOV".,/XZLCXE/2'[F@R1F^)+>0FK>?.*L M^ M3J939;94:DG,1MI!I]0OEQH;OL6Z!JUJFE:;M,E/`/\&ON-?&=F49#&N=SO_ M!UG33>+&ZT>R^GKW["!8_X9HC%C[BX>^Q2W$IV]NT#_)LQN$\W0UF`!T@2&;"95#%@)Q$MO$Y`EMI!0B_.NH!:Q8B;" MAC=""E0%Y,`3$Y`J5^F5D-?%JJ)3VLX;=$ MTBF@*Y"A0J.?J.S!1[\\K003+;7BKLOP>PRI\&L)#FB0V#$E77S&>_H0S_,` MQ_-8#V_)DP1(L/'9">'VS-^_0"\D)K8.4%M/<1N?W_(R-W&J7;QXFR9_U)W? M(CL%1A"FK+08Z6^KFBHCVH0U7Z[,SC:0KJN^E!HY@$MI-J3XQP=<'A2%@J)4 MG'!3+)A(!G'*!%?R3:GTV7MNF[/1IWA MZ\F46]Z/L/WFLE%787@RL3PEC>W#CY&*]]S@.Y8)B%!=@?PUX4F>K&W M0;W/9&*@==>"[`HP M;N,$?(-DW^L7/WB$;G1`6IKA/,R*]P?D/.3%_`T-3:VYX=/RBC0V.^YOQ6[? M1?[F-Q!_EWB]7[:=-TYVAP9/V$<)EQX$?K."-C>]X@[B3.1K@]1&#G> MUO6>3JU5UUQ="#>G3_[KIRUT8TM&?SDV8/0316-BILBA#+8KFFJ+N34:G<[& MTYG!A\FQ*Z*\]V.&9,_`_R`C4=GAR#`$MUPX^S^!IW@ MPMN>.Q$\M68S291J:D*,7=3`4Z(U5A@GIFKV=",-?-4$I,!@)V5`7`C@4@`5 M`[@<&S7/DV0X%"O$+G3]$$:!LXE.5];"JF,G16I9HU`Q-K)@30G97,>:SE>+ M16S?9E_Z1ZV#:FK2`K'3@@"5!$G7_#TMS!AK4GQUCBS=_BA:S=#M>*U)'V2V MYZ36@9ZC8GFZM(`ZN'K*1];8,<<3+U_0;R'RWG5'P?!T]8UMR*%N-_1CWE9K M6.-)_'[-GA^@4T"75VU%D=,TZ?/CQR_5[),*:.#K968MA@HO22PJP,J8U]DX8VY)YF1)OAQ&MD,^YF.Y]"0. MZF?309"Q$;LN)C8!R&F8^$6QT1">&CT=6UU9R*S_P[=2JO2E-8#J\+%_*#'@'Y)1> M#:5'5OSVS%X/[@:OFG*="+*Y[+@((&4`*J1JC48>*0U8HVFB:VO5D=FQ(*T* MFJC;A4/-8DPL](N[@\$9ZMB?_`"[*%GSYS7293"V'6Z9HN6RJWB&8F[VU&0' M<>%D6=7P M8P$ZL>LA7S.`E'YY"8"+,"Y!/T8PN/_AXV%U^!7N'V!PNIHL%W.^E9D:<8+K MSU3XLG7HFM*SB;6:FQTTML%6OA[=W+9-G@'TD,RZA.![_)SUY/RV3\BQM**7 M8]7EE)KB\/=0F>'`DKGQ8VFJ/)N,EX8?D<:@A7('20W%3HN"N"Q("@-< M&EQ=G6E@,X\_-8C.-=ZVLS;Q'N@#&-['L^BAS1K,?0V42 MNRO[9;HK+\CK7QH>6#"H04]M@9TM#(#LNQ??"_V`E[S!)F[DB^LYZ%7>O<"- MZ^RNW+V;7%KE(36>W9<"'2:S5=VJ(PV9F5L3)+<,[3*RLPM#4>%D9'BDPJ^5 M\LB%&YJ-R9"X^:0R2&J#I#HHU`=(0`_VPQ/K#,B`:F(A9FGQR&HR,CPV$M%+ M6ZPD`-)>WYXQV)-0-"7`.([H:D#V5(V^F(61\RU72\-WM@BHI2FT.P^>GU!9,V)D:D&;$BDO8LVLE=FKV16LJ@ETW*!-?@#?\4\\Q$F8 M..W>#RE('1F>J!5QB3ZI@:%W9/:$?`U:+10J-9F2B&N06^@XSWPO=-&K=N)) MH@UT7^'V!@;W@>.%S@;_BEJ<3^LV2T@Z6)8)C!@;A17/3H-E%#2?CLWVBGP* MJ>8]%RK[+@GWDEV3I9H@K8I/.0"%RGHL2,TY[`.PH.HYZJR")I/)^S*A1",M M@R<^;/:]C[.?-R4#PM<<;>)MR1SCJ?SNQNH,+Y[,:)KWC>//^43=4H((,D&; MDOI.JE>8MRU!/>?Y)(46 MTX79)Q=5P2IGWW&+\:5I@/PDSA]U=Y$IXD_]'6!)HI3XE M'M;7089K^(ELW>"U^+DV!(G?RXN`I`S?P*NVN>S>L7E=8IE*SDJ[@XU:IW;> M9GF54\.O.*&!WP]W2QA:V,NU:G0/]R]^X`1O<8P9'T9X&88'B._+7"K,\FUI M68R^;"JE]&VMM9P8?A(7!7K5Y.V&8&=%DA%-=OAE7$P!\@;0"0_!&UF\66]0@P'&+?\RZZ.D5&%'924@39!$Z,@TG M,8T--@W.N9%:($G**@*QP9L&GN!Z[Q^\:+V)#LYN]W;CN-L,X&HR6W*>""#: MM@([$=.\U7Y81*/`8&SX*H@T'7OIB3B`-G51V5:77!B(I8%4',#RI'9>7#SE MV.'U7DRTND],5'9\G-'8\'O-)&I);Z=BN\WD01Z^Q;+O;7LO!DL7DS*(7L2L M,'S60IJ2_46Q/'!KP]N7W#K]1_35W"<7[]036@JLW*9S=W@(-X%+/GMX.E]V MWH#(/_QK;UO,\%CURFZ0;Z\W7AA^5B(5?M41)@T(NWP]TZ_.[@!/0*F@$B8O MWRF3EXQ,GDTGUM3L6(U2`WHVO\+@P>?U[71HCJ:NBT60,X\W#)R`5\QVQC.N MX",,4&^"Y+]`+R2AY#H(\$XV'%K^IQL]7WI;]]7=HE[EXN=F=\!WG!&DGW'W M<>.\D5RVM;>]\<,H@!'JF_`OGZ$'']TH_/QV[T8X;2X7$R_G3ZRZBS#D&$Y? M6HF9I#G?(CL&K"]$D\7<\)/%^GTSJKO:?M6ST^;!9]\[A,#QMCA1`M4CPT34 M4GRLW\,;(%)PW)K+XR#B'-9,HZ"%H4=:>XY=7 M(+V*V5OW.I`K-X#6YH_.FT3/R1P&*B&7=8*G2FIB7?OID>67-S,[CZP#N9;1 M?CN&,O4"]/P$;)S=YK!SLE_(J'TKFXRBQ_=J8F/',;U'MFSVL+L#N:ZIXG88 M54:F_#ME/=C)<^+X(CTER5JI.T_EN#4Q5G9CST]X.BII6>.5V2/F)LBJ.^&& M=NW\=\[3GAJ_EI)\%$U,JW3#E9*SZ6@Q-CN_JA&SEJZWJ77[L^\$6SS,.$?C MF`WZ7"&(2W`2L'#X`]F.D^>AS.:SL8Z#?4K-"NXXH%>FYJB1HRKSZ<3LM:,N MZ*J=8D?[QT?MD#*\*ZS=7U;)O'=?-*U,=C=6(:'/0'F:8MT*NATJ77)7%U3#6MI MC0SW+QW0E<>5[>W;^7-`"H@8L=W1-_[%UZ$/DMZ]YUEJ;LSA!&,X,X24KTI:NA9.<)H,JO<<<266^<]\?;%OD?J*OM_GZ60YFAF^+FK,.]+B MS4S15DU*?_$'-`;X#?V8_H3^P+,TZ)?_#U!+`P04````"``MAJ]"L#>G/TL@ M``"BWP$`&P`<`&-I:S$U-C(U,C@M,C`Q,S`S,S%?<')E+GAM;%54"0`#U?23 M4=7TDU%U>`L``00E#@``!#D!``#L75MW(CF2?M]S]C\PGH?M>3`FN=-G>F>Q MP=.<<1FOH6IVGO:D$X&UE632J<0N]Z]?27F%O"`I)3))=S]4EUV@B/@B%`J% M0J&__NW'UFR\`0=!V_KE2FNVKAK`,NP5M#:_7'U=7(\7=[/950.YNK723=L" MOUQ9]M7?_O/?_^VO?[J^OG.`[H)5X^6C\0U:KKX!C7MHXN^BQD]7W^ZO_G)] M[7]RY]BKO8$_:EN-=DOK7+=ZUUJO\5^-]L]:J_'TQ?L@_NKWG\D?+SH"#MUV_WVL-?KEY==_?SST.&;G4Z MVI7_Y1\OCKERPR^2'YNVL\&?:_5NO'\,/TKH'I!X[]#/:J/1Z(;^:_A1!-,^ MB`?5;O[GR\/">`5;_1I:!#4#X&\A^#.BOWRP#=VE4,>^'N>J'NV"9X!NL&^?_7YQD#VN23-W>V MA6P3KH@AW.HFD7CQ"H"+,"MTW%<'K'^YBM1X'2B)\/OGV.^-E_`[[L<.6QJ" MVYV)\;M1R.63[@#+?04N_J(IPO+N+#PO7/SG%G.*YNOY#CC4BM#86MW9VYT# M7H&%X!N8X:F[!?Q2(-O6#7A>0>;KA6L;WU]MB*"(#` MZNR*N-/1Z[UIOPN8.K*-M3)^Y\Y&M^#OU$:PB=SN$;0`0I'=*EY`DC;T#`SS.V"5WEY-QNH4L-@ M.D4X-71#&9_/P"1FB]V<^[%T=`OI1N`ZQ@[^>>,9,S?/SL[5=65<3PW;LK?0 MF(`=L%88U@]N!A7Z@\4K7C3(\DF]+W:]=%;Q&Z@ZK2_V+PC\ML>:G;X)J1>! MDJ=[L6FO;MZS<3\!K@Y-0>;5&2ZC,Q#EGOJ$-,"S$?[^;/R[F#[/)>#F=-&['#^/'NVEC\>MTNEP$Q(@0TC98 M'N?@ATN6RI6WI0MX-VW#_Y2IOP#SERO\B_\=(X2_/GY!KH,=0+,WZC6U=G-P MB%Y\R[S6T0O=/.[1]4;7=V2?W;X!IHN"WQ"$V]VL*O&'F%^[!TA&>U2=<=(V-'A-M__Q,V.;G*OC5=H'MD[_@0A!=;` M<<#JP0,\V@1T[VSD8L>@=L<]`8=95IR,TJK)_\<9I]H;#EF)>%=K@Z-@&DU+Y)M>IOLG9KFZRF]P#U%^@ M"5T<>^,P)IE9"J%JC[HM96Z'E8L"=NIM-="3_J&_F(`$[H;A[#&H$>F[O>-X MP>>C;1G>#\U>M]]5M\H+#2%8D5\WRDL?!OH5M\&^/P: MR=_;5DSH_G"@;H$\IE81Y>>!X"N^5S?%CUD13E@A3J3"V,%-8B`OZA.PYY M]]L]/1^8[!UH;8Z_T1QVM:$Z"(HS6,YLBM"(,C]2H?:GWJ"Z4V_D33T+;(A( M[),OB6Y3Z_?[`V6A=Y)@12+P$TCX)C"LK@FHR=J0W0A685F[RHH8!Q=*OJF, MZF8JDSU8VN/U&@.!G4QJ-F;8[RH\43A)OR+!'!]0X1%$K^KFPA?7QAB%)BC&;.Y3@BF:*GH!#R[%( MKK#?/U/>-(N)"KA1`;1JX&`9#(?*C<9[]Q4+]SM8T>2RND1K/O'*&4HN.A>\ M6'`;R`RAO2=^3UV)5S;ABAI&"BJ7Y=>/(36AF`P5)>?/T&]HN:1 MA<\G.+/+7&'[PX&ZB(N!@0J8"B=,=3WHB\&06&:Q^*-S6$D%`Q!&6.IZX)<0 MWU]CL>CJJN`SB%;1&I)P5/_\29(EQ)?3_E!AN60>Y2K:1`8PEW,JI2"9UP#NC)?W]9!4E-_L:>H6TPRBXGDM'QYK,_U![A""*/?=Z7FG:$KDR"0K M9<(SJR:8XTPHU'4?\0S>@+6/R=SM#M5E'8ZIE:/P/)G#3&3-#@%/@:2DJ$"Z MPWH$KC?F@XT09GLP4%<1<4#K+(::J';(%O=R-JI\I0TI:S0&8;Y>ZC^:_9'6 M4:;M',+EZ)X1B2[#7`"'*^3T@ES&Z_:[*P[5#1:G-'+'K M>DIV&B*E_PRSF]XW-202#9U'H]A2FS M@(P4Y9X.^(_#Y`/I+D>5O/$Q_@)`?KP5FG-3PU&7.LUF4#VSHEEDK^W:X[X" M9Z&;`/EXD;X46J>K\(`UC>29-7Y2Z@O>!A?/9_:8\IDDG;E8SN_^\>O\83)] M_H]%8_K?7V?+?S5^FDSO9W>S9>%*/9[^H-P93&\4LLNP+4QB8F]U:#6U@<). M-*DDQ8.M6&[^"]B^`*>IM3KJN$^0DS)G&=60O+E.= M2[D,_;-"4=7B./GTQ83' M.[P[M,GNSW$YUK9D&72_Z[4N4J1RM>5:3!K/E_EB@F`QA6B'I$T6`UF4_@G?Z+XC,WI:Z_3P3#ZIM.A&S\R-3WV`]%0EOSA]`T59YKY2% MB:I821XV=2U@RZB146(-\DN">)2>+>GE5`/Q)O[^;X^\AX66=D;J*S85R)]A M?_%FKZ]P,2S"V=D-1Q:,EU-K))@62HDYM8L(I;)V/8JX/_M>3TM=`'.DOIB+ M.E[H/[5X6L7E['K4*/SL.[VDOO-EOICK-R+JSCL%CM]@ZJK/(^:Q(-$@THKK"L;&RY\ M\WJ%A1-:8;F5"H;%PS5,%*N+M+_U_C^S6%[<:&JMH<)]K1A34IS%6BW.GTU57&\O,C/B>RTR+'0PK?H&-GI.RYE':G7@3#RSD^Y;O"F`%' MWNZJTQFJNXC-ST^AZ73!1\-"42&::.]`_`/ MC6_!W^H6&;JT:MWL$+8!0(VK<+%+]$A\71\W!J,E!N:M?XB-'-38>F:>8 M^+%FXU'Y3:R-FL*.ZE)8%'<Y\-.QU8P$W%EP3C^4V_+(CO$XTGC#Z1FSUXO%S M_NCS=6SL:.CCD?E+_1)#1;8U5)<@S29;X)9$'D`Q0^YW^PIOG#(Q(:>LCEUU M8>TT/T2?>JYWCN>$X,Q4_M)+K'3N(9T'Y< MC2?=<3\:2T>W$,:=[$FHSQ@[^#<;+](2<1G^\'3T^."DL#EE:&[WD3E^F,SI M*&RY=HJZN)/(&CDUVNUI`W4%$!R<2/$/_!J-^D.+8?:I'4+OV"%,#=NRM]!H M3,".S$++^!"9^,$PR5'XYSA$WXG#^&H9P'%U:!UF:[LC=;F+7-)%0@`\GN5Z MR1]"(W7)&G7559ZR<"!G.O,I+UK>^1#ZU'.XG]CED]O)U[*3WL$!_2=-RU"CT@&I>I1/-CKJ5OJBO$F[@Z8Z=[& MZ4;S8-BM`BCIS$EQ(K*-)O`R$H'_U`YHD$PSOB#PVYY<*IZ^B>X=HD$.Q^#V M.<<#A8;1:[74Q0Y95`LD#8]&C"?!^B-UKR1FTI53&L&LG3`SR(3#)YZ1[2*) M_\9/P=^$'HQ@.P/XXRP@$@4O+A#-UT=#?WA_QJ+=EL)K#FP\E'44P(_0!4_^ M_%#QJ%7^E#R5A(5#X!B,D39,[3=GP.]:K]_NM8?$%CJMCF$T>_9B91E#V(H M7$ZM"V?Q>OS(/#$G1GUU7B./ST#,P`'PCK:9$$;]H;IR`R86RK(3;GS"]L.7]R9EKJ%\T9WOP"4R+X"Q M=ZA'#;QINZMP$YI-N"R;8(0B[.[;[M7*$C)N>1X'U3V%?0J86"AMK\&+CV\H MH[JM+>E`/.-%UH$&.4G)`0KCTU=XT%V`LVJ9%3^:01*L53=SF_ACW[WJS@8D M)MR@UU/GD/)IEY<18T4D,(K:I4:?P6[O&*\X:L-S`T\6/"O&&P>`>)BO]=H* MWY-FX*`L^^`%)["2VB5+)\#!#M.%;\E),FQKZFPCFVYY+H,%B<`0:IV4+]L:ECC$Z\"FN_\.X@S6HN( M)\J3J5NAM^QW%"XE`AR5EGTM"%Y@5;5+RWKW]I?ZC^,YI;4&"@/4++)EV0<3 M#($1U.XMKZGN6!@MTAJ+3I3$4CM06()V@GAI&7EV3`*[J/[#6;Q+#MB0V!O' MY;:37=&B]35-884B"P^E+2O<``6V4KN3FPE$88OM9P##PRNRHJ;%:VEA"4O9 M#SN9TO8L@DA$V]G+.ZLI6@S:;;63G6YXRD$GP-6AJ;(:U*>@L!A4R9-E*HI! M[TP=H?EZ23IG[IT/^D*#]WB<;\U*),FD>J:)GGA\C06&TM]?.[VGC-)N3XZ] MB2W3X/]H@"?@D(2Z MO@$4`<&SJ=R!RS<`=KG#TKN::?Z+_H-.@5!JO(6F;\Z/]RX&!_Y.ID,454_V MY"SO7T!W*#II-9HLWD&4:/D6(P>ONM9^IZ#CG?[2M75I_]VQ$0K<+4%D(.A7 MN`A5TFH8<:EK)2>5.$`AD#Q8CT.8EC:]<_,,X/9EC\ACK7H`[@'!L8:4QH_`8<#`J]I^4?`F*`6PI[W;*R4;X]"0%6VU+? M5#02;GN$0GFL>'N==/\>-+A*D0)S[%A6K$%@UXR_,+4!2-J'8 MPT':B2N#3I.CG4^E"2]R0K02<]NL>EF^VX1Y%..^7T`QA\.5K9D0P^.^4\[V696SM&`I:LG3\`2V_^P*NC>WCL'['=;W2)>[6B\LM63)UZ) M_7ADE59VDZ65'"]J%*NM9'Q;HVAQ90:9*/O0[7COTPZ5;)E/4"]0:6EOM[9% M,R/>2=%\[R(7JPA:FV9_Z+U5IT2F/,IRMJ#<*HL_J\,"RL6$F6_`>;'YKI$S M8G?.UU8DF/MD#Y;V>+V&)L04[O8.`1F[BD?;,KP?FEB]"JN-3M(_K^DGJXZX M`*IKQG3I M)IVE@'!#SR?PQ>P1N%/1?HRXFEHNEBH/(=HY02&N5S.+;3PU^_IG- M)>XGC$;4U`-)C$;((-"`.YWN$SW^P<&ILU>::.%K@ M$K;:AT#,[QTKMT"Y+U@OC%>PVIM@OLZB55875ZZLH`V?E0:@\L8J<]=Y[TEY51^\FS93E^XM0C\/G( M5@8M!:Y43>5>::Y4$A@G["4UI5??W6TJ!O04.#CL6.#H"I'388@0_C<:8`DF M^07(2;&<`D=;)ZR%&:FZIL18<"'[2]-^]SHZ'*`C>&E0F.@E6=-IU/[P2B$N M]]!!KO],.\4HK7>F&@\5)WU)]L6*8%WS?`(81<^/QX$2O%T@@_X%VUL^EG4] M+A<`ZAD'O?1#T;7->]N)I[Z\CNL4/\'V'PK9NF`3%4+^,V3(8_C-G8UNP=]U M3Z2QM3KHH^%?=CSH?1!OYX-Q$SX[D\Y.Q2U5&M+AZY5_6*B+O!OP,VOZPP#D MGKV/(P5,L'Y#)A\7;9,LV-:UBU<&8&13-T5858#V9$"0_!+KAY9\"79>XB2E MUJ18BD)/&!431I\LGY*%2>PG,N6.F@QUT_OJR+>I/#8NUMZ8L?UD>1@1O&*N MOR\W-5.`FUI:9AK2GRR%(P+;>+-QP`9_A0(G-Z53B)]:&FDZVI\LZ3.VK#T. MFDGI_Q?=TKU+NQBX!_L=./,U`2VX&3!W#KI_4-3DIGK$F:F\@4K"^9,E=L:K M+;3(HTOTH=@%<-X@WL4=S.('N(6>2N-M5&?T;2:P\A"E$,K-\4CBK/IVJT`# MGRSW(PPA=@/>ZY44/<%B;V5,U==TTW'_M$FB"40[^R`!,I!;>I-%2JF%\=T- M90X_<\#Z9-FBQ?X%2PPM^F_`6=O.EI21!*C(=6?9Q"['B!@!^V2)GFQ4EK:K MF\_`W3L6Z<*%7FUS19`:2BX,Y&*@#N9V$MA/ELK)1BJ6YQK*/3@Y2;,.AI8& MWR?+OQR`$UTKLZV917$GU2#^"C"47*C*1OE"[8P1RD^63V&$Z-#K2RXMY&2A M=O:7#NXGRXG$L<)[;
WJ(_X,TZM#;Q5]:#^2JYI)"=^F6:'P^DGRROP0'3 MX4R5FS\68:.6MI@.H*.V(`6OU9.K6(P8[[-D_4">X"HZE.)A\ MW1\\ZJ00\&KWFH@F-JF)B>3WW2FMZ(]FIB]]Y(^U7B_MY1=)+<0+\59@"H8M M)\1M(VQ#H?")-%EL2IELL@TIV1!)HC(J,R?9NY](-\6P%6"&EZP,1F++9!8: M#U&GEV%/8>^QPOQ)F95GL!^YFJCVZV<2957WP*)ZJY.+#?WC&Z"YJB>\/;!7 M6E/KMP?JVBO+9%7.-%5@5X7GYRF]U+4N1A@PKR\`^CO^H(MFEH<9AJS3J>", M3V6VOL9\6C=UK;&)%]I2\6>6X7@K/GE)5K0;5\ZPE;- MF46+*,D((D<;P9!CRW]()64\[I.-Q*#1(9DVT`2?%,X<5'Q?&`Q)4DS-MI;V M)$$\%$;`:&[LMYL5@%X4C/]R'/SB7QT,*R>!R8%G^(9DNFS53IV-,<N)I MZINF=O)(C%4C!^.6II(LZ:J=6`HD]?8E4VLU(=?DM?ZI#OB\L^5@_-*G39:T M)6[%.'1U#Y&AF^2Q\WO\&]1LMP:2M75$H71]94M<[3=7#OGWK"Z08*A$9S$: M%=%:NM0EEN,SZ,T3]1ELZ*5BRR4'[$UM*&N:I0U?FK9.R%IBT3"SHN[P*(YN MSG``^^,?X`-S+VMRI8Y?LJJRI2VQEI9!5_Y+YY$O#]??7MJF041=621*TQB# MS"46H#)/L'MH`N<.\[VQ'6)PLO25,GK)DRM+TC)K,3D"C1R!^1-6"O;D_U_> MM20W"@/1J\P)7(,)&"^3B1>IRHQ3CB]`;#FFR@:'CS.^_>@#`AL!`B0C-)LL MDHI:W7KZT/VZ.SW!@N,QK85-/$?+)(YBU]]Z/OQR:FQOV_+PKA%V+["5_&:M M[)!A;XP!S_X\8*/,`R[6`<;>LJYK'.^#;5I`"11HG,9LQMJT8D*W];*[;^['F]ZN[R>P\=P#+KU#"/(^Q,?> M.Q6:O9K6W.AV.K67)F2WMUVXJL:W+8VC:PQ&B][VG3'1J<_]&*^!)BHXS1-< M`0\;$'OI#JZ?F\'H>$XTCSXH!EHJKRM9I'CA_H+W:W!(,[%0BD/!],L=.3_A MT?F.JG!=D[E-RY:7;B)DBB*2`\I0PR(RNNS4O`/SOVX.0O:3)$"4V?V\UE0[ MMK9"P7S2;;;93]FC?7$FICN.\1#IR?;0[*GK.5>1?>.K34QS0=FZJ0V=E,.1 M3MN'`2CMMGDI9-W#]3-3'!Z2;O+ MD/?XYS7MN`$4O>8,+_A8'N[9\"HI]T@..-AF4YOG@?V+*W!*PLW>C%]S,)\X5/N9I2*PVV]6.?DP8L\XIJ[K$+A1 M$EYPQ``W/(%?XX]G$+J?`.4YOX$0`WIBS-BMN,2HRCN-^^SPFO7-8-W);KIZ M7)G&2%_(>;(`::;XN(D3]W"XH&HYU$ASTW(Z^N+ZRE8;45V-J*M?MQ#>?'/# M98C],UO'%'%0<$U`&42V-I:L?>`V.IR!TPPNQ)`F+OT11`E#2 MI",Q*EHC61F0\%I'U_Q!DD04>AM$VI[.6:T=!7ZV8$'*K'V%[KK6M48UE)<[ M?!XB][^W39D7*[`!WAGG-1:J[4W@"^.!53I8$!Q:348=R'2WH:Y5JE_\&,K& M$\]R%W,CX4AKQYXBM0,K@PA^]>D#8WR9F2*(5U*<80*(5WU!TBYF0.F*W$93 MW"'.=/?1THFVQ)IY-9+%+'P+!V^]][-L#K47]7$'CX#U=X#H]1&ESCDS5GU( M'LY8>3B)"U2%/4H1:U!N\*7I3_"=,0K])A\1^$K@?_U8G-'5UK/"+QV.C-:7 MO/ND7?^N=O6WB'A9_-X<$,;I+118B1&4)HC@$L4>JP#P!'^P\ M5!%OC:R#>JMFP^"=;)B&O(I.0VG5PQ]^.QR:(Z[[B2C:>^^T#@C1/MUEEF&P M>CL(\A^TFXR8U`-E@$@]%-V71%>'>_XD&V2Y_"W\+525+3X+"#(_>T1'QE35 M7_#+6U4UR\M,2<@*G"/:;O_KQT?^D0X_K"5ZK"JD_O=0YUD.70-RM^]@2I.& MNDOTI5=(%0-%;I7*[*XQ@%?7.-]"PT1@_I.^3QJP=NW[L.(DB/FIT4;>IEWP?BSBW$^0TR&AK,&80? M04=V!*:$Y`Q6R[:F\M!=(78@)'!9830$F=8@N$H==V.D_K-[FKLV#?[N^2SY"LYQ%8R[O[7LK3'-D550)``/5])-1U?23475X"P`!!"4.```$.0$``.U= MWW?:.!9^WW/V?_#RLIT'0DB:SC:GZ2P),.5,$K)`.SM//4*^@$YMR97D),Q? MOU>R'<1I&*"7U7J)Z<5!S@5+N/C MJ\K'?K71O^ET*H[2A+O$$QRN*EQ4?GG_][^]^T>U>B.!:'"=X=3YQ+@F8W#: MS$-;Y;RJ?&I7?JI6XYJ!%&Y(L:K@SMEI_;QZ>E&M7SC_=LXNZZ?.PUU4\5FY MEXI.P">.)G(,^I[XH`)"\;$3K8/+6NWIZ>D$"R6CA./3/3VE)#BAPJ\9MZ?G MYW6,P`,?N&X+Z3=A1$)/7U6^AL1C(P9NQ<&0N;JD[$O]XLW9Q=F_"\]!?;>!J6=/3`&I8J8JUS/-?[+8;S1L@ M@W,&3^<)J'KMOW>W?4MN!;EV',LVX5QHHK'U;5E2&@2,CT1O81MS,'E=C#1,+HJC)KBVK"]&>T.\&8DHHF MV*N*8G[@05)&)%U"$`=,1YT,/8$E[D;X/M.FCU$-[MX(KK'/PWX3XZ@XS)TCC1*:%^<+R@3G+!N\KY^> M.U6GR13UA`HEX$T*C8/=M#.'YUUMT<.B\U"!V^7O[?5"LHZ-XQJ;#.?S57:[ M10EFMWQYV;.;H)Y!(BVPWBPN3811F%ZX$AYSS6#IFGAF9-"?`.@5:AFJ(M5R M>GJ&`NDCOW9$9,32O>]W;SO-QJ#5=*X;MXW[FY;3_]!J#?I'J919*@\$\>@) M:#3T5NDF*%8XY]F%X[R:`_?344@E$])+.ZKNZ(:H2=L33RMRCQ)T5*R(WFP2 M47^`?^Y:]RB@;MNY:?0_..W;[N_'/%1F^71QO&9#CT8^/K(Q`:[8(W0X&L,J M50E"6;&Z>IU=5]V'5J\QZ&`%IW'?Q)IW#[W6A]9]O_.IY73N\;YU%%Q9!=<= M];6@7R;"0Z6D3::1,KQ*:FBWO%*.SBTPZ,S+K#[HWOWWHWC9;O7_V MG=9_/G8&?SBOFJUVYZ8S./:(95!84]#0M",FKA;.D/2TPT="^C;J)36Y!`K. M674S;XLAI"_-E"W"XZ0`'153`L6TJ.#"9[0)`7`7$4R7=%)LQJG;C#,WNT\P M.#,01VV40!M=.2:<_6FCQ(QR'2K&0:G9^&A)*H(,1;%BJ2^*)0W*)I8$EC/# M=53/(:BG"9HP;[6("DTYKT]WU!&.;B*,Q]%-&135`\\,G1^(U-.!)%P1FDS3 M&A+OQ]$,;DE0,M"$%)N67B_**<;F6'!.&IT55QK?44N'HZ5U.50U3%7E4I?_0F18!K=KB`!MMO*.9@J^)NS-XL*LCBJUP:(DT9R%$EI1;(N MYRA:<,)YLYQPULGEF%W*)9QPJ.!KB(&V'E<.>6:;#(K)*S\O">4%@1-!..JB MA+I8FTJ*7=-Y??KSBE2RJ)!C#BF95GR?R&EWU&=CSD:FEFY0*D*[M>9!>&SE M9A\E%"GT>_BZW<"Q(!T+S1$C)P7.F:%S$GA')1V,DM;F(B.H@M/1V:ITE%53 MQSQU@.K:G*\*35AG^R0LYU5R=517$>IZ5UO6&\Z#$GC,1N)QC6GP)Z M,A:/-1>8.1IR5CVM5\WAD#4X5MJ8B^K,.">".*(+>^?JS!0D!B;VBQW)7WU@ M)0N`M.5]9&B`O#6-4'^S-YS=H.R!8ZYA&7\$I7/K(6467^^DBA%10QM8J*IC M0H+,.%8:UL#3*BG9&X_A614$R/K:_;U)6+==CYSF;JVT77*S/QIXII/<4%Z, M[%4!E(32=#([<)(V?+G;'Q`GC%K9U/.@F5E%E]69@QUQ*$9SHTALS$4!"'0@ M\T-(C.S53B`6>X^WT:"3P]A\\9(MT7I2SEGMG_#30#+V?"D0>A.`^.2H17!5 M:8PTR+8(Y1]`I+H#?PAR<0C]>74ESCP80[L,>GW%#&WX*H$"LS'9J[7Z4(@ZM*5)UI\"M.=-HJ.E%ZZ0J?,-[!#XR7 M;;%T.1B4FR)9J%+..`83";"U499KE32:)[$]EH4ZY8LDGJ/V[!SUA@1,$^\3 M8^S6H^L"RV!2OC@EC?"V&3=SF8;[R)20:D.8VRU*'V4_`,H(3EM]%N\+X"#5 MA`79P\[BHG0\-.$1/!&8DK[Y>8,6QW'GA0S2- M,A\_>(2OT6<6D_+I<0/HK8K,8UL*32[NUV_$]"^'MK[F-V_"J,10R\<9@FH# MJ`?"W`Z_04;`[E?ZG>G)+?L:FL,O>-L=-90"K=:&NY./0R&B.QJ!<9$[^F7# M@PEY=J8N=]`K3,L6-OI1*FF=!RDH@*ON&&=^Z&,'0L'^+.ZJD<',1H(^GN*/Q\/@J/.T[W%D26 MP.-T'(NQ!Q38HVFF:PGD2TM1*9Z6(\UDM"7MN3#\/EGO'K0=;GTB7@AKYALK MZY1N@O$RB.)NO+W>)IAM^:%,YCZDGEI!!533S;RG>$D^A@%4Y+;W%0(KLCD^^318>NG.OL,E.WQQ-* M25GZ%"T&QMVY07O#-]L'.KSU3,W)WU$\V,O*UH[.=YXY[K*`FV,(M5.4<51S M;]?LG2J&R6W/**7R3#?84N:':QKT:\B4W>&(KU)62M;;'U2XJ3O3EIO7E@KU M_Z) M)].GVE_G58HMGV]>%W@63^6GP*Q7JSV#7_)Q<&&WF53Z@4SS]#C9_1T<'3UP M0SH_\VD+F5Y3Z0:Z(+5D?];!T3@[/5J@M%8X+2' M3,9>>LGFM_ST@+2_S(GJWU4>"QX.+.2$3DUL[NWK_OE3U)T)J M`QTC,?^7'&+;L"Z[I?9W_@YR((&H4$[MV-DNQTAPE_:E1`ON#:I#G*]/S58] M_,SNRE@*=W^'_S]&HO/BT1$KO/T?4$L!`AX#%`````@`+8:O0E[[,06T8``` M,:$"`!<`&````````0```*2!`````&-I:S$U-C(U,C@M,C`Q,S`S,S$N>&UL M550%``/5])-1=7@+``$$)0X```0Y`0``4$L!`AX#%`````@`+8:O0@#GD8($ M!P``JSX``!L`&````````0```*2!!6$``&-I:S$U-C(U,C@M,C`Q,S`S,S%? M8V%L+GAM;%54!0`#U?23475X"P`!!"4.```$.0$``%!+`0(>`Q0````(`"V& MKT+A(VRVQ!0``'LB`0`;`!@```````$```"D@5YH``!C:6LQ-38R-3(X+3(P M,3,P,S,Q7V1E9BYX;6Q55`4``]7TDU%U>`L``00E#@``!#D!``!02P$"'@,4 M````"``MAJ]"$ICT*`Y(``!^FP0`&P`8```````!````I(%W?0``8VEK,34V M,C4R."TR,#$S,#,S,5]L86(N>&UL550%``/5])-1=7@+``$$)0X```0Y`0`` M4$L!`AX#%`````@`+8:O0K`WIS]+(```HM\!`!L`&````````0```*2!VL4` M`&-I:S$U-C(U,C@M,C`Q,S`S,S%?<')E+GAM;%54!0`#U?23475X"P`!!"4. M```$.0$``%!+`0(>`Q0````(`"V&KT+X3M8^_0H``#!P```7`!@```````$` M``"D@7KF``!C:6LQ-38R-3(X+3(P,3,P,S,Q+GAS9%54!0`#U?23475X"P`! @!"4.```$.0$``%!+!08`````!@`&`#X"``#(\0`````` ` end XML 24 R8.htm IDEA: XBRL DOCUMENT v2.4.0.6

Summary of Significant Accounting Policies
3 Months Ended

Mar. 31, 2013

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Basis of Accounting

The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with GAAP.

Development Stage Company

The Company complies with the reporting requirements of development stage enterprises. Pursuant to the terms of the Offering, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of March 31, 2013, the Company had not reached such threshold, acquired or originated any commercial real estate debt, commercial real estate securities, or commercial real estate properties or earned any income.

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding classification of investments, fair value measurements, credit losses and impairments of investments, and derivative financial instruments and hedging activities, as applicable.

Organizational Costs

Organizational costs may include accounting, legal and regulatory fees incurred related to the formation of the Company. Organizational costs are expensed as incurred.

Real Estate Debt Investments

Commercial real estate debt investments are intended to be held until maturity and, accordingly, will be carried at cost, net of unamortized origination fees, acquisition fees, discounts and unfunded commitments unless such loan or investment is deemed to be impaired. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a loan loss reserve. Interest income is recorded on the accrual basis and related discounts, premiums, origination costs and fees on investments are amortized over the life of the investment using the effective interest method. The amortization will be reflected as an adjustment to interest income in the Company's consolidated statements of operations.

Real Estate Securities

On the acquisition date, all of the Company's commercial real estate securities will be classified as available for sale, and will be carried at fair value, with any unrealized gains (losses) reported as a component of accumulated other comprehensive income (loss) in the Company's consolidated statement of stockholder's equity. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains (losses) on such securities will be recorded in unrealized gains (losses) on investments in the Company's consolidated statement of operations. Interest income on commercial real estate securities will be recognized using the effective interest method with any purchased premium or discount recorded as an adjustment to interest income.

Credit Losses and Impairment on Investments

Real Estate Debt Investments

The Company will maintain a loan loss reserve on its commercial real estate debt investments, if appropriate. A provision will be established when the Company believes a loan is impaired, which is when it is deemed probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company will assess the credit quality of the portfolio and adequacy of reserves on at least a quarterly basis. To determine if a commercial real estate debt investment is impaired, the Company will consider the estimated net recoverable value of the loan as well as other factors, including but not limited to fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the economic situation of the region where the borrower does business. Because this determination is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date.

Income recognition will be suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Company, a full recovery of income and principal becomes doubtful. Income recognition will be resumed when the suspended loan becomes contractually current and performance is demonstrated to be resumed. A loan will be written off when it is no longer realizable and legally discharged.

Real Estate Securities

Commercial real estate securities for which the fair value option is not elected will be periodically evaluated for other-than-temporary impairment. A security where the fair value is less than amortized cost will be considered impaired. Impairment of a security will be considered to be other-than-temporary when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. If it is determined that an other-than-temporary impairment exists, the portion related to credit losses, where the Company does not expect to recover its entire amortized cost basis, will be recognized as an "Impairment of assets" on the Company's consolidated statement of operations. If the Company does not intend to sell the security and it is more likely than not that the entity will not be required to sell the security, but the security has suffered a credit loss, the impairment charge will be separated. The credit loss component of the impairment will be recorded as an "Impairment of assets" on the Company's consolidated statement of operations, and the remainder will be recorded in "accumulated other comprehensive income (loss)" on the Company's consolidated balance sheet.

Commercial real estate securities for which the fair value option was elected will not be evaluated for other-than-temporary impairment as changes in fair value are recorded in the Company's consolidated statement of operations.

Cash

Cash includes cash in bank accounts. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit.

Restricted Cash

Restricted cash may primarily consist of escrow deposits for future debt service payments, taxes, insurance, property maintenance or other amounts collected with mortgage loan originations.

Deferred Costs

Deferred costs may consist primarily of deferred financing costs or deferred offering costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs will be amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs will be expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close will be expensed in the period in which it is determined that the financing will not close.

Deferred offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of shares of the Company's common stock. As of December 31, 2012, such costs totaled $0.9 million. On the day the Company commenced its Offering, deferred offering costs were reclassified to stockholder's equity (deficit).

Share Repurchase Program

The Company will have a Share Repurchase Program ("SRP") that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company's capital or operations.

Prior to the time that the Company's shares are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date - the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date - the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date - the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date - the lower of $25.00 or 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations).

Once the Company begins to calculate its NAV, the price per share that the Company will pay to repurchase shares of the Company's common stock on any business day will be the Company's per share NAV for the quarter, calculated after the close of business on the first business day of each quarter, plus applicable selling commissions and dealer manager fees. Subject to limited exceptions, stockholders who redeem their shares of the Company's common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate per share NAV of the shares of common stock received. Because the Company's per share NAV will be calculated quarterly, the redemption price may fluctuate between the redemption request day and the date on which the Company pays redemption proceeds.

Until the Company begins to calculate its NAV, the Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption, at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding during the prior year.

After the Company begins to calculate its NAV, purchases under the SRP will be limited in any calendar year to 1.25% of Company's NAV as of the last day of the previous calendar quarter, or approximately 5% of the Company's NAV in any 12 month period. If the Company reaches the 1.25% limit on redemptions during any quarter, the Company will not accept any additional redemption requests for the remainder of such quarter. The SRP will automatically resume on the first day of the next calendar quarter, unless our board of directors determines to suspend the share repurchase plan.

When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares. At March 31, 2013, no shares were eligible to be redeemed.

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded to equity in the balance sheet in the period distributions are declared. There have been no shares issued under the DRIP as of March 31, 2013.

Derivative Instruments

The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions.

The Company will record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments will be recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.

Offering and Related Costs

Offering and related costs include all expenses incurred in connection with the Company's Offering. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. Offering costs will be reclassified from deferred costs to stockholder's equity when the Company commences its Offering, and will include all expenses incurred by the Company in connection with its Offering as of such date. These costs include but are not limited to (i) legal, accounting, printing, mailing and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Company, not withstanding that the Advisor is obligated to reimburse the Company to the extent organizational and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2.00% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other offering costs do not exceed 12.00% of the gross proceeds determined at the end of offering (See Note 4 - Related Party Transactions and Arrangements).

Share-Based Compensation

The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and will be recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 6 - Share-Based Compensation).

Income Taxes

The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2013. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax as long as it distributes at least 90% of its REIT taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Per Share Data

The Company will calculate basic income per share by dividing net income for the period by weighted-average shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and unvested restricted stock and other securities which are convertible to common stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. For the three months ended March 31, 2013, the calculation of net income per share is not presented because it is not a meaningful measure of the Company's performance as the Company has not commenced operations.

Reportable Segments

The Company will conduct its business through the following segments:

• The real estate debt business will be focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business will be focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

Once operations of the Company commence, revenues and expenses will be allocated to the two segments as required for financial disclosure purposes.

X

- Details

Name: us-gaap_AccountingPoliciesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

The entire disclosure for all significant accounting policies of the reporting entity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18861-107790

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18743-107790

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18854-107790

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18726-107790

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 22

-Paragraph 8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_SignificantAccountingPoliciesTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 25 R2.htm IDEA: XBRL DOCUMENT v2.4.0.6

CONSOLIDATED BALANCE SHEETS (USD $)

Mar. 31, 2013

Dec. 31, 2012

ASSETS

Cash $ 6,000 $ 573

Deferred financing costs 940,618

Total assets 6,000 941,191

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

Accounts payable and accrued expenses 1,200,207 635,216

Due to affiliates 896,500 121,500

Total liabilities 2,096,707 756,716

Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding

Common stock, $0.01 par value, 300,000,000 shares authorized, 8,888 shares issued and outstanding as of March 31, 2013 and December 31, 2012 89 89

Additional paid-in capital (2,070,251) 199,911

Accumulated deficit during the development stage (20,544) (15,525)

Total stockholder's equity (deficit) (2,090,706) 184,475

Total liabilities and stockholder's equity (deficit) $ 6,000 $ 941,191

X

- Definition

Sum of the carrying values as of the balance sheet date of obligations incurred through that date, including liabilities incurred and payable to vendors for goods and services received, taxes, interest, rent and utilities, compensation costs, payroll taxes and fringe benefits (other than pension and postretirement obligations), contractual rights and obligations, and statutory obligations.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 15

-Subparagraph 1, 5

-Article 9

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 942

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.9-03.15(1),(5))

-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-03.15)

-URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 15

-Article 7

+ Details

Name: us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders. Includes adjustments to additional paid in capital. Some examples of such adjustments include recording the issuance of debt with a beneficial conversion feature and certain tax consequences of equity instruments awarded to employees. Use this element for the aggregate amount of additional paid-in capital associated with common and preferred stock. For additional paid-in capital associated with only common stock, use the element additional paid in capital, common stock. For additional paid-in capital associated with only preferred stock, use the element additional paid in capital, preferred stock.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 31

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.30(a)(1))

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

+ Details

Name: us-gaap_AdditionalPaidInCapital

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 12

-Article 7

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Concepts (CON)

-Number 6

-Paragraph 25

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 18

-Article 5

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.18)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

+ Details

Name: us-gaap_Assets

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Details

Name: us-gaap_AssetsAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 1

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Cash

-URI http://asc.fasb.org/extlink&oid=6506951

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.1)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 7

-Footnote 1

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_Cash

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition

Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 30

-Article 5

+ Details

Name: us-gaap_CommonStockValue

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

For an unclassified balance sheet, the carrying amount (net of accumulated amortization) as of the balance sheet date of capitalized costs associated with the issuance of debt instruments (for example, legal, accounting, underwriting, printing, and registration costs) that will be charged against earnings over the life of the debt instruments to which such costs pertain.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 17

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 21

-Paragraph 16

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 835

-SubTopic 30

-Section 45

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28555-108399

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.17)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

+ Details

Name: us-gaap_DeferredFinanceCostsNet

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition

Cumulative net losses reported during the development stage.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 915

-SubTopic 210

-Section 45

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6472335&loc=d3e37729-110921

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 7

-Paragraph 11

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_DevelopmentStageEnterpriseDeficitAccumulatedDuringDevelopmentStage

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition

Amount of payable due to an entity that is affiliated with the reporting entity by means of direct or indirect ownership.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 946

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.6-04.12(3))

-URI http://asc.fasb.org/extlink&oid=6488278&loc=d3e603758-122996

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 1

-Subparagraph (d)

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph k

-Subparagraph 1

-Article 4

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 15

-Subparagraph 3

-Article 9

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(k)(1))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 942

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.9-03.15(3))

-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-03.17)

-URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 57

-Paragraph 2

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 17

-Article 7

+ Details

Name: us-gaap_DueToAffiliateCurrentAndNoncurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.19-26)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

+ Details

Name: us-gaap_Liabilities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

Total of all Liabilities and Stockholders' Equity items (or Partners' Capital, as applicable), including the portion of equity attributable to noncontrolling interests, if any.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.32)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 25

-Article 7

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 32

-Article 5

+ Details

Name: us-gaap_LiabilitiesAndStockholdersEquity

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Details

Name: us-gaap_LiabilitiesAndStockholdersEquityAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.28)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 129

-Paragraph 2, 3, 4, 5, 6, 7, 8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

+ Details

Name: us-gaap_PreferredStockValue

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29-31)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29, 30, 31

-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph A3

-Appendix A

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SAB TOPIC 4.E)

-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 4

-Section E

+ Details

Name: us-gaap_StockholdersEquity

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

XML 26 R6.htm IDEA: XBRL DOCUMENT v2.4.0.6

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)
3 Months Ended 4 Months Ended

Mar. 31, 2013

Mar. 31, 2013

Cash flows from operation activities:

Net loss $ (5,019) $ (20,544)

Adjustments to reconcile net loss to net cash used in operating activities

Change in accounts payable and accrued expenses 5,019 20,544

Net cash used in operating activities

Cash flows from financing activities:

Proceeds from issuance of common stock 200,000

Payments of offering costs (413,061) (733,989)

Advance from affiliate 418,488 539,989

Net cash provided by financing activities 5,427 6,000

Net change in cash 5,427 6,000

Cash, beginning of period 573 0

Cash, end of period $ 6,000 $ 6,000

X

- Details

Name: us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 1

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Cash

-URI http://asc.fasb.org/extlink&oid=6506951

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.1)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 7

-Footnote 1

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_Cash

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Definition

Amount of increase (decrease) in cash and cash equivalents. Cash and cash equivalents are the amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 24

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3521-108585

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 26

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_CashAndCashEquivalentsPeriodIncreaseDecrease

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition

The increase (decrease) during the reporting period in the amounts payable to vendors for goods and services received and the amount of obligations and expenses incurred but not paid.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 28

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

+ Details

Name: us-gaap_IncreaseDecreaseInAccountsPayableAndAccruedLiabilities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition

The net cash inflow or outflow from financing activity for the period.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 24

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3521-108585

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 26

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3574-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 26

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_NetCashProvidedByUsedInFinancingActivities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Details

Name: us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

The net cash from (used in) all of the entity's operating activities, including those of discontinued operations, of the reporting entity. Operating activities generally involve producing and delivering goods and providing services. Operating activity cash flows include transactions, adjustments, and changes in value that are not defined as investing or financing activities. While for technical reasons this element has no balance attribute, the default assumption is a debit balance consistent with its label.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 26

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 25

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3536-108585

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 28

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 24

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3521-108585

+ Details

Name: us-gaap_NetCashProvidedByUsedInOperatingActivities

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: na

Period Type: duration

X

- Details

Name: us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 19

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.22)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Other Comprehensive Income

-URI http://asc.fasb.org/extlink&oid=6519514

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.18)

-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 10, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph 20

-Article 9

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Net Income

-URI http://asc.fasb.org/extlink&oid=6518256

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 87-21

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 28, 29, 30

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.19)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph A7

-Appendix A

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_NetIncomeLoss

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition

The cash outflow for cost incurred directly with the issuance of an equity security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Financing Activities

-URI http://asc.fasb.org/extlink&oid=6513228

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 18, 19, 20

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 15

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3291-108585

+ Details

Name: us-gaap_PaymentsOfStockIssuanceCosts

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition

The cash inflow from an entity that is affiliated with the entity by means of direct or indirect ownership.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 14

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3255-108585

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Financing Activities

-URI http://asc.fasb.org/extlink&oid=6513228

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 18

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_ProceedsFromContributionsFromAffiliates

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition

The cash inflow from the additional capital contribution to the entity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 19

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Financing Activities

-URI http://asc.fasb.org/extlink&oid=6513228

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 18

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 14

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3255-108585

+ Details

Name: us-gaap_ProceedsFromIssuanceOfCommonStock

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

XML 27 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.1.0.1 * */ var moreDialog = null; var Show = { Default:'raw', more:function( obj ){ var bClosed = false; if( moreDialog != null ) { try { bClosed = moreDialog.closed; } catch(e) { //Per article at http://support.microsoft.com/kb/244375 there is a problem with the WebBrowser control // that somtimes causes it to throw when checking the closed property on a child window that has been //closed. So if the exception occurs we assume the window is closed and move on from there. bClosed = true; } if( !bClosed ){ moreDialog.close(); } } obj = obj.parentNode.getElementsByTagName( 'pre' )[0]; var hasHtmlTag = false; var objHtml = ''; var raw = ''; //Check for raw HTML var nodes = obj.getElementsByTagName( '*' ); if( nodes.length ){ objHtml = obj.innerHTML; }else{ if( obj.innerText ){ raw = obj.innerText; }else{ raw = obj.textContent; } var matches = raw.match( /<\/?[a-zA-Z]{1}\w*[^>]*>/g ); if( matches && matches.length ){ objHtml = raw; //If there is an html node it will be 1st or 2nd, // but we can check a little further. var n = Math.min( 5, matches.length ); for( var i = 0; i < n; i++ ){ var el = matches[ i ].toString().toLowerCase(); if( el.indexOf( '= 0 ){ hasHtmlTag = true; break; } } } } if( objHtml.length ){ var html = ''; if( hasHtmlTag ){ html = objHtml; }else{ html = ''+ "\n"+''+ "\n"+' Report Preview Details'+ "\n"+' '+ "\n"+''+ "\n"+''+ objHtml + "\n"+''+ "\n"+''; } moreDialog = window.open("","More","width=700,height=650,status=0,resizable=yes,menubar=no,toolbar=no,scrollbars=yes"); moreDialog.document.write( html ); moreDialog.document.close(); if( !hasHtmlTag ){ moreDialog.document.body.style.margin = '0.5em'; } } else { //default view logic var lines = raw.split( "\n" ); var longest = 0; if( lines.length > 0 ){ for( var p = 0; p < lines.length; p++ ){ longest = Math.max( longest, lines[p].length ); } } //Decide on the default view this.Default = longest < 120 ? 'raw' : 'formatted'; //Build formatted view var text = raw.split( "\n\n" ) >= raw.split( "\r\n\r\n" ) ? raw.split( "\n\n" ) : raw.split( "\r\n\r\n" ) ; var formatted = ''; if( text.length > 0 ){ if( text.length == 1 ){ text = raw.split( "\n" ) >= raw.split( "\r\n" ) ? raw.split( "\n" ) : raw.split( "\r\n" ) ; formatted = "
"+ text.join( "

\n" ) +"
"; }else{ for( var p = 0; p < text.length; p++ ){ formatted += "
" + text[p] + "
\n"; } } }else{ formatted = '
' + raw + '
'; } html = ''+ "\n"+''+ "\n"+' Report Preview Details'+ "\n"+' '+ "\n"+''+ "\n"+''+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+' '+ "\n"+'
'+ "\n"+' formatted: '+ ( this.Default == 'raw' ? 'as Filed' : 'with Text Wrapped' ) +''+ "\n"+'
'+ "\n"+'
'+formatted+'
'+ "\n"+'
'+ "\n"+'
'+raw+'
'+ "\n"+'
'+ "\n"+''+ "\n"+''; moreDialog = window.open("","More","width=700,height=650,status=0,resizable=yes,menubar=no,toolbar=no,scrollbars=yes"); moreDialog.document.write(html); moreDialog.document.close(); this.toggle( moreDialog ); } moreDialog.document.title = 'Report Preview Details'; }, toggle:function( win, domLink ){ var domId = this.Default; var doc = win.document; var domEl = doc.getElementById( domId ); domEl.style.display = 'block'; this.Default = domId == 'raw' ? 'formatted' : 'raw'; if( domLink ){ domLink.innerHTML = this.Default == 'raw' ? 'with Text Wrapped' : 'as Filed'; } var domElOpposite = doc.getElementById( this.Default ); domElOpposite.style.display = 'none'; }, LastAR : null, showAR : function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }, toggleNext : function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }, hideAR : function(){ Show.LastAR.style.display = 'none'; } } XML 28 R7.htm IDEA: XBRL DOCUMENT v2.4.0.6

Organization and Business Operations
3 Months Ended

Mar. 31, 2013

Organization and Business Operations [Abstract]

Organization and Business Operations

Note 1 - Organization and Business Operations

ARC Realty Finance Trust, Inc. (the "Company") was formed to primarily acquire, originate and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside the United States. The Company may also invest in commercial real estate securities, and commercial real estate properties. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Commercial real estate securities may include commercial mortgage-backed securities ("CMBS"), senior unsecured debt of publicly traded real estate investment trusts ("REITs") and other publicly traded real estate companies and collateralized debt obligations ("CDOs"). As of March 31, 2013, the Company had not acquired any real estate debt or other investments.

The Company was incorporated on November 15, 2012, as a Maryland corporation that intends to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2013. The Company intends to offer for sale a maximum of $2.0 billion of common stock, $0.01 par value per share, on a "reasonable best efforts" basis, pursuant to a registration statement on Form S-11 (the "Offering") filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Offering also covers the offer and sale of up to $400.0 million in shares of common stock pursuant to a distribution reinvestment plan (the "DRIP") under which common stockholders may elect to have their distributions reinvested in additional shares of the Company's common stock.

For at least until February 12, 2015, the per share purchase price in the Offering will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will be based on the greater of $23.75 per share or 95% of the estimated value of a share of common stock. Within six months after February 12, 2015, (the "NAV pricing date") the Company will begin offering shares in the Offering at a per share purchase price that will vary quarterly and will be equal to the net asset value ("NAV") divided by the number of shares outstanding as of the end of business on the first day of each fiscal quarter after giving effect to any share purchases or repurchases effected in the immediately preceding quarter ("per share NAV") and applicable selling commissions and dealer manager fees will be added to the per share price for shares in the Company's primary offering but not for the DRIP.

The Company has sold 8,888 shares of common stock to ARC Realty Finance Special Limited Partnership, LLC (the "Special Limited Partner"), an entity wholly owned by American Realty Capital VIII, LLC (the "Sponsor") for $22.50 per share or a total of $0.2 million. Substantially all of the Company's business will be conducted through ARC Realty Finance Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. ARC Realty Finance Advisors, LLC (the "Advisor"), is the Company's affiliated advisor. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP units"). Additionally, the Special Limited Partner, through the Advisor, expects to contribute $2,020 to the OP in exchange for 90 units of limited partner interest in the aggregate OP ownership, which will represent a nominal percentage of the aggregate OP ownership. The limited partner interests have the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets.

The Company has no employees. The Company has retained the Advisor to manage its affairs on a day-to-day basis. Realty Capital Securities, LLC (the "Dealer Manager"), an entity under common ownership with the Sponsor, serves as the dealer manager of the Offering. The Advisor and Dealer Manager are related parties and will receive compensation and fees for services related to the Offering and the investment and management of the Company's assets. The Advisor and Dealer Manager will receive fees during the offering, acquisition, operational and liquidation stages.

The consolidated financial statements and related footnotes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (''GAAP'') for interim financial statements. In the opinion of management, the interim data includes all adjustments necessary for a fair statement of the results for the periods presented. Interim period results may not be indicative of full year or future results. The unaudited consolidated financial statements do not include all information and notes required in annual audited financial statements in conformity with GAAP.

X

- Details

Name: us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6359566&loc=d3e326-107755

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 852

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2209116

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2122150

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 205

-SubTopic 10

-Section 45

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=7668296&loc=d3e288-107754

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2134480

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 720

-SubTopic 15

-URI http://asc.fasb.org/subtopic&trid=2122524

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Staff Position (FSP)

-Number FAS140-4/FIN46(R)-8

-Paragraph 8, C1, C7

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 94-6

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 46R

-Paragraph 4, 14, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 272

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-Section 50

-Paragraph 8

-URI http://asc.fasb.org/extlink&oid=7880789&loc=SL6228881-111685

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 2-6

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 915

-SubTopic 235

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6472506&loc=d3e38932-110933

+ Details

Name: us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsDisclosureTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 29 R3.htm IDEA: XBRL DOCUMENT v2.4.0.6

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

Mar. 31, 2013

Dec. 31, 2012

CONSOLIDATED BALANCE SHEETS [Abstract]

Preferred stock, par value per share $ 0.01 $ 0.01

Preferred stock, shares authorized 50,000,000 50,000,000

Preferred stock, shares issued

Preferred stock, shares outstanding

Common stock, par value per share $ 0.01 $ 0.01

Common stock, shares authorized 300,000,000 300,000,000

Common stock, shares issued 8,888 8,888

Common stock, shares outstanding 8,888 8,888

X

- Definition

Face amount or stated value of common stock per share; generally not indicative of the fair market value per share.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 129

-Paragraph 4

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 30

-Article 5

+ Details

Name: us-gaap_CommonStockParOrStatedValuePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition

The maximum number of common shares permitted to be issued by an entity's charter and bylaws.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 30

-Article 5

+ Details

Name: us-gaap_CommonStockSharesAuthorized

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 30

-Article 5

+ Details

Name: us-gaap_CommonStockSharesIssued

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 30

-Article 5

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

+ Details

Name: us-gaap_CommonStockSharesOutstanding

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Face amount or stated value per share of nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 129

-Paragraph 2, 3, 4, 5, 6, 7, 8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29

-Article 5

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.28)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

+ Details

Name: us-gaap_PreferredStockParOrStatedValuePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition

The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.28)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 129

-Paragraph 2, 3, 4, 5, 6, 7, 8

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_PreferredStockSharesAuthorized

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.28)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

+ Details

Name: us-gaap_PreferredStockSharesIssued

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.28)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

+ Details

Name: us-gaap_PreferredStockSharesOutstanding

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Details

Name: us-gaap_StatementOfFinancialPositionAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

XML 30 R17.htm IDEA: XBRL DOCUMENT v2.4.0.6

Related Party Transactions and Arrangements (Details) (USD $)

Mar. 31, 2013

Dec. 31, 2012

Related Party Transactions and Arrangements [Line Items]

Common stock, shares outstanding and owned by related party 8,888 8,888

Due to affiliates $ 896,500 $ 121,500

Sponsor [Member]

Related Party Transactions and Arrangements [Line Items]

Common stock, shares outstanding and owned by related party 8,888

Affiliated Entities [Member]

Related Party Transactions and Arrangements [Line Items]

Due to affiliates 900,000

Dealer Manager [Member]

Fees Paid in Connection with the Offering

Selling commission, percentage of offering proceeds 7.00%

Selling commission, percentage of offering proceeds, reallowance fee 3.00%

Selling commission, percentage of offering proceeds, reduction in fee 2.50%

Participating Broker Dealers [Member]

Fees Paid in Connection with the Offering

Selling commission, percentage of offering proceeds 7.50%

Selling commission, percentage of offering proceeds, first payment 2.50%

Selling commission, percentage of offering proceeds, subsequent payments 1.00%

Advisor [Member]

Fees Paid in Connection with the Offering

Organizational and offering costs reimbursement, percentage of offering proceeds, maximum 2.00%

Organizational and offering costs reimbursement, value in excess of maximum exposure $ 2,300,000

Fees Paid in Connection with the Operations of the Company

Real estate acquisition fee, percentage 1.00%

Real estate acquisition fee, percentage reimbursement of acquisition costs 0.50%

Real estate acquisition fee, percentage reimbursement of acquisition costs, maximum exposure 4.50%

Real estate acquisition fee, percentage reimbursement of acquisition costs, aggregate of all acquisitions, maximum exposure 1.50%

Annual asset management fee, percentage based on the lower of total cost of assets or net asset value 0.75%

Administrative services reimbursement, limitation, percentage of average invested assets 2.00%

Administrative services reimbursement, limitation, percentage of net income 25.00%

Fees Paid in Connection with the Liquidation of Assets or Listing of the Company's Common Stock or Termination of the Advisory Agreement

Real estate disposition fee, percentage 1.00%

Subordinated performance fee, percentage in excess of total return 15.00%

Subordinated performance fee, percentage of total return required before payment of performance fee 6.00%

Subordinated performance fee, maximum percentage of total return payable as a fee 10.00%

Subordinated participation in asset sale proceeds fee, percentage 15.00%

Subordinated participation in asset sale proceeds fee, percentage threshold return before payment of fee 6.00%

Subordinated incentive listing distribution fee, percentage 15.00%

Subordinated incentive listing distribution fee, percentage threshold return before payment of fee 6.00%

Termination or non-renewal of the advisory agreement fee, percentage 15.00%

Termination or non-renewal of the advisory agreement fee, percentage threshold return before payment of fee 6.00%

X

- Details

Name: cik1562528_FeesPaidInConnectionWithLiquidationOfAssetsAbstract

Namespace Prefix: cik1562528_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Details

Name: cik1562528_FeesPaidInConnectionWithOfferingAbstract

Namespace Prefix: cik1562528_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Details

Name: cik1562528_FeesPaidInConnectionWithOperationsAbstract

Namespace Prefix: cik1562528_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Related Party Transaction Administrative Services Reimbursement Limitation Percentage Of Invested Assets

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionAdministrativeServicesReimbursementLimitationPercentageOfInvestedAssets

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Administrative Services Reimbursement Limitation Percentage Of Net Income

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionAdministrativeServicesReimbursementLimitationPercentageOfNetIncome

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Annual Asset Management Fee Lower Of Cost Of Assets Or Net Asset Value

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionAnnualAssetManagementFeeLowerOfCostOfAssetsOrNetAssetValue

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Organizational And Offering Costs Amount In Excess Of Maximum

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionOrganizationalAndOfferingCostsAmountInExcessOfMaximum

Namespace Prefix: cik1562528_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

Related Party Transaction Organizational And Offering Costs Maximum Reimbursement Percentage

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionOrganizationalAndOfferingCostsMaximumReimbursementPercentage

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Real Estate Acquisition Fee

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionRealEstateAcquisitionFee

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Real Estate Acquisition Fee Acquisition Cost Reimbursement

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionRealEstateAcquisitionFeeAcquisitionCostReimbursement

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Real Estate Acquisition Fee Acquisition Cost Reimbursement Aggregate

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionRealEstateAcquisitionFeeAcquisitionCostReimbursementAggregate

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Real Estate Acquisition Fee Acquisition Cost Reimbursement Maximum

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionRealEstateAcquisitionFeeAcquisitionCostReimbursementMaximum

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Real Estate Disposition Fee

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionRealEstateDispositionFee

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Stock Offering Reallowance Commission

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionStockOfferingReallowanceCommission

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Stock Offering Sales Commissions Paid To Related Party

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionStockOfferingSalesCommission

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Stock Offering Sales Commission First Payment

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionStockOfferingSalesCommissionFirstPayment

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Stock Offering Sales Commission Reduction Percentage For Broker Dealer Option

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionStockOfferingSalesCommissionReductionPercentageForBrokerDealerOption

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Stock Offering Sales Commission Subsequent Payment

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionStockOfferingSalesCommissionSubsequentPayment

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Subordinated Incentive Listing Distribution Fee

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionSubordinatedIncentiveListingDistributionFee

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Subordinated Incentive Listing Distribution Fee Threshold

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionSubordinatedIncentiveListingDistributionFeeThreshold

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Subordinated Participation In Asset Sale Fee

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionSubordinatedParticipationInAssetSaleFee

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Subordinated Participation In Asset Sale Fee Threshold

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionSubordinatedParticipationInAssetSaleFeeThreshold

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Subordinated Performance Fee

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionSubordinatedPerformanceFee

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Subordinated Performance Fee Maximum

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionSubordinatedPerformanceFeeMaximum

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Subordinated Performance Fee Total Return Threshold

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionSubordinatedPerformanceFeeTotalReturnThreshold

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Termination Or Nonrenewal Of Advisory Agreement Fee

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionTerminationOrNonrenewalOfAdvisoryAgreementFee

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Related Party Transaction Termination Or Nonrenewal Of Advisory Agreement Fee Threshold

+ References

No definition available.

+ Details

Name: cik1562528_RelatedPartyTransactionTerminationOrNonrenewalOfAdvisoryAgreementFeeThreshold

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: instant

X

- Definition

Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 30

-Article 5

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

+ Details

Name: us-gaap_CommonStockSharesOutstanding

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Amount of payable due to an entity that is affiliated with the reporting entity by means of direct or indirect ownership.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 946

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.6-04.12(3))

-URI http://asc.fasb.org/extlink&oid=6488278&loc=d3e603758-122996

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 1

-Subparagraph (d)

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph k

-Subparagraph 1

-Article 4

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 15

-Subparagraph 3

-Article 9

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(k)(1))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 942

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.9-03.15(3))

-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-03.17)

-URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 57

-Paragraph 2

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 17

-Article 7

+ Details

Name: us-gaap_DueToAffiliateCurrentAndNoncurrent

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Details

Name: us-gaap_RelatedPartyTransactionLineItems

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

XML 31 R1.htm IDEA: XBRL DOCUMENT v2.4.0.6

Document and Entity Information
3 Months Ended

Mar. 31, 2013

May 14, 2013

Document And Entity [Abstract]

Document Type 10-Q

Amendment Flag false

Document Period End Date Mar. 31, 2013

Document Fiscal Year Focus 2013

Document Fiscal Period Focus Q1

Entity Registrant Name ARC Realty Finance Trust, Inc.

Entity Central Index Key 0001562528

Current Fiscal Year End Date --12-31

Entity Filer Category Smaller Reporting Company

Entity Common Stock, Shares Outstanding 97,778

X

- Details

Name: cik1562528_DocumentAndEntityAbstract

Namespace Prefix: cik1562528_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

If the value is true, then the document is an amendment to previously-filed/accepted document.

+ References

No definition available.

+ Details

Name: dei_AmendmentFlag

Namespace Prefix: dei_

Data Type: xbrli:booleanItemType

Balance Type: na

Period Type: duration

X

- Definition

End date of current fiscal year in the format --MM-DD.

+ References

No definition available.

+ Details

Name: dei_CurrentFiscalYearEndDate

Namespace Prefix: dei_

Data Type: xbrli:gMonthDayItemType

Balance Type: na

Period Type: duration

X

- Definition

This is focus fiscal period of the document report. For a first quarter 2006 quarterly report, which may also provide financial information from prior periods, the first fiscal quarter should be given as the fiscal period focus. Values: FY, Q1, Q2, Q3, Q4, H1, H2, M9, T1, T2, T3, M8, CY.

+ References

No definition available.

+ Details

Name: dei_DocumentFiscalPeriodFocus

Namespace Prefix: dei_

Data Type: dei:fiscalPeriodItemType

Balance Type: na

Period Type: duration

X

- Definition

This is focus fiscal year of the document report in CCYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.

+ References

No definition available.

+ Details

Name: dei_DocumentFiscalYearFocus

Namespace Prefix: dei_

Data Type: xbrli:gYearItemType

Balance Type: na

Period Type: duration

X

- Definition

The end date of the period reflected on the cover page if a periodic report. For all other reports and registration statements containing historical data, it is the date up through which that historical data is presented. If there is no historical data in the report, use the filing date. The format of the date is CCYY-MM-DD.

+ References

No definition available.

+ Details

Name: dei_DocumentPeriodEndDate

Namespace Prefix: dei_

Data Type: xbrli:dateItemType

Balance Type: na

Period Type: duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word "Other".

+ References

No definition available.

+ Details

Name: dei_DocumentType

Namespace Prefix: dei_

Data Type: dei:submissionTypeItemType

Balance Type: na

Period Type: duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation 12B

-Number 240

-Section 12b

-Subsection 1

+ Details

Name: dei_EntityCentralIndexKey

Namespace Prefix: dei_

Data Type: dei:centralIndexKeyItemType

Balance Type: na

Period Type: duration

X

- Definition

Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.

+ References

No definition available.

+ Details

Name: dei_EntityCommonStockSharesOutstanding

Namespace Prefix: dei_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Indicate whether the registrant is one of the following: (1) Large Accelerated Filer, (2) Accelerated Filer, (3) Non-accelerated Filer, (4) Smaller Reporting Company (Non-accelerated) or (5) Smaller Reporting Accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.

+ References

No definition available.

+ Details

Name: dei_EntityFilerCategory

Namespace Prefix: dei_

Data Type: dei:filerCategoryItemType

Balance Type: na

Period Type: duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation 12B

-Number 240

-Section 12b

-Subsection 1

+ Details

Name: dei_EntityRegistrantName

Namespace Prefix: dei_

Data Type: xbrli:normalizedStringItemType

Balance Type: na

Period Type: duration

XML 32 R18.htm IDEA: XBRL DOCUMENT v2.4.0.6

Share-Based Compensation (Details)
3 Months Ended

Mar. 31, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Shares granted under restricted share plan, maximum percentage of total shares allowed 5.00%

Maximum shares allowed to be granted under restricted share plan 4,000,000

Vesting period for plan 5 years

Stock option grants 1,333

Grant in increments per annum 20.00%

X

- Definition

Maximum Allowed Percentage Of Total Shares Granted Under Restricted Share Plan

+ References

No definition available.

+ Details

Name: cik1562528_MaximumAllowedPercentageOfTotalSharesGrantedUnderRestrictedSharePlan

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition

Maximum Shares Allowed Granted Under Restricted Share Plan

+ References

No definition available.

+ Details

Name: cik1562528_MaximumSharesAllowedGrantedUnderRestrictedSharePlan

Namespace Prefix: cik1562528_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

X

- Definition

Percentage Of Grant Increments

+ References

No definition available.

+ Details

Name: cik1562528_PercentageOfGrantIncrements

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition

Period which an employee's right to exercise an award is no longer contingent on satisfaction of either a service condition, market condition or a performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 2

-Subparagraph (a)(1)

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

+ Details

Name: us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1

Namespace Prefix: us-gaap_

Data Type: xbrli:durationItemType

Balance Type: na

Period Type: duration

X

- Details

Name: us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Net number of share options (or share units) granted during the period.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 2

-Subparagraph (c)(1)(iv)(1)

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 123R

-Paragraph A240

-Subparagraph b(1)(d)

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriod

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

XML 33 R4.htm IDEA: XBRL DOCUMENT v2.4.0.6

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)
3 Months Ended 4 Months Ended

Mar. 31, 2013

Mar. 31, 2013

Revenues

Other income $ 1 $ 1

Revenues 1 1

Operating expenses:

Professional fees 5,020 20,545

Total expenses 5,020 20,545

Net Loss (5,019) (20,544)

Comprehensive loss $ (5,019) $ (20,544)

X

- Definition

The change in equity [net assets] of a business enterprise during a period from transactions and other events and circumstances from non-owner sources which are attributable to the reporting entity. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners, but excludes any and all transactions which are directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Net Income

-URI http://asc.fasb.org/extlink&oid=6518256

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph c(3)

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Other Comprehensive Income

-URI http://asc.fasb.org/extlink&oid=6519514

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 30

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Comprehensive Income

-URI http://asc.fasb.org/extlink&oid=16317811

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e557-108580

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph A5

-Appendix A

+ Details

Name: us-gaap_ComprehensiveIncomeNetOfTax

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 19

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.22)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Other Comprehensive Income

-URI http://asc.fasb.org/extlink&oid=6519514

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.18)

-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 10, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph 20

-Article 9

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Net Income

-URI http://asc.fasb.org/extlink&oid=6518256

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 87-21

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 28, 29, 30

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.19)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph A7

-Appendix A

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_NetIncomeLoss

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition

Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.

+ References

No definition available.

+ Details

Name: us-gaap_OperatingExpenses

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Details

Name: us-gaap_OperatingExpensesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Revenues from the sale of other goods or rendering of other services, not elsewhere specified in the taxonomy; net of (reduced by) sales adjustments, returns, allowances, and discounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.1(a),(d))

-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 1

-Article 5

+ Details

Name: us-gaap_OtherSalesRevenueNet

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition

A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 946

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.6-07.2(a),(b),(c),(d))

-URI http://asc.fasb.org/extlink&oid=6488393&loc=d3e606610-122999

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 946

-SubTopic 225

-Section 45

-Paragraph 3

-Subparagraph (k)

-URI http://asc.fasb.org/extlink&oid=6488370&loc=d3e13550-115849

+ Details

Name: us-gaap_ProfessionalFees

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition

Aggregate revenue recognized during the period (derived from goods sold, services rendered, insurance premiums, or other activities that constitute an entity's earning process). For financial services companies, also includes investment and interest income, and sales and trading gains.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.1)

-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 1

-Article 5

+ Details

Name: us-gaap_Revenues

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Details

Name: us-gaap_RevenuesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

XML 34 R12.htm IDEA: XBRL DOCUMENT v2.4.0.6

Share-Based Compensation
3 Months Ended

Mar. 31, 2013

Share-Based Compensation [Abstract]

Share-Based Compensation

Note 6 - Share-Based Compensation

Restricted Share Plan

The Company has an employee and director incentive restricted share plan (the "RSP"), which provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company or certain consultants to the Company and the Advisor and its affiliates. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company's authorized common shares pursuant to the Offering and in any event will not exceed 4.0 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).

Restricted share awards entitle the recipient to receive common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. The fair value of the restricted shares will be expensed over the vesting period of five years.

The RSP also provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum.

There have been no restricted shares issued and there was no compensation expense related to restricted shares for the three months ended March 31, 2013.

X

- Details

Name: us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 14

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 50

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6406099&loc=d3e25284-112666

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5047-113901

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 93-6

-Paragraph 53

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 40

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6418621&loc=d3e17540-113929

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 123R

-Paragraph 64, 65, A240

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5444-113901

+ Details

Name: us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 35 R11.htm IDEA: XBRL DOCUMENT v2.4.0.6

Economic Dependency
3 Months Ended

Mar. 31, 2013

Economic Dependency [Abstract]

Economic Dependency

Note 5 - Economic Dependency

Under various agreements, the Company has engaged or will engage the Advisor and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations.

As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these entities are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

X

- Definition

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 21

-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13537-108611

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 20

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6404-108592

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 16

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6327-108592

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15A

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 21

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6442-108592

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 20

-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13531-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 94-6

-Paragraph 21, 22, 24

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 18

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6351-108592

+ Details

Name: us-gaap_ConcentrationRiskDisclosureTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Details

Name: us-gaap_RisksAndUncertaintiesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

XML 36 R19.htm IDEA: XBRL DOCUMENT v2.4.0.6

Subsequent Events (Details) (USD $)
0 Months Ended 2 Months Ended

May 14, 2013

Dec. 31, 2012

May 13, 2013

Board of Directors Member [Member]

Subsequent Event

Common stock subscriptions received, value $ 2,000,000

Issuance of common stock $ 1,000,000 $ 200,000

Purchase price per share $ 22.50 $ 25

Issuance of common stock, shares 8,888

Entity Common Stock, Shares Outstanding 97,778

Distribution rate, calculation rate per day 0.00565068493

X

- Definition

Distribution rate per day.

+ References

No definition available.

+ Details

Name: cik1562528_DistributionRatePerDay

Namespace Prefix: cik1562528_

Data Type: xbrli:decimalItemType

Balance Type: na

Period Type: instant

X

- Definition

Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.

+ References

No definition available.

+ Details

Name: dei_EntityCommonStockSharesOutstanding

Namespace Prefix: dei_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Monetary value of common stock allocated to investors to buy shares of a new issue of common stock before they are offered to the public. When stock is sold on a subscription basis, the issuer does not initially receive the total proceeds. In general, the issuer does not issue the shares to the investor until it receives the entire proceeds.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 85-1

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 30

-Article 5

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 45

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6403732&loc=d3e21300-112643

+ Details

Name: us-gaap_CommonStockSharesSubscriptions

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

Per share amount received by subsidiary or equity investee for each share of common stock issued or sold in the stock transaction.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 5

-Section H

+ Details

Name: us-gaap_SaleOfStockPricePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition

Number of new stock issued during the period.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29, 30

-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

+ Details

Name: us-gaap_StockIssuedDuringPeriodSharesNewIssues

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

X

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29, 30, 31

-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

+ Details

Name: us-gaap_StockIssuedDuringPeriodValueNewIssues

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Details

Name: us-gaap_SubsequentEventLineItems

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

XML 37 R15.htm IDEA: XBRL DOCUMENT v2.4.0.6

Organization and Business Operations (Details) (USD $)
3 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Schedule of Equity Method Investments [Line Items]

Shares repurchased, average cost per share $ 25

Common stock, par value per share $ 0.01 $ 0.01

Intentional maximum sale of stock $ 2,000,000,000

After Two Years [Member]

Schedule of Equity Method Investments [Line Items]

Shares repurchased, average cost per share $ 23.75

Shares repurchased, percentage of original price per share 95.00%

Special Limited Partner [Member]

Schedule of Equity Method Investments [Line Items]

Common stock shares issued 8,888

Total consideration for common stock 2,020

Sponsor [Member]

Schedule of Equity Method Investments [Line Items]

Common stock, price per share $ 22.5

Total consideration for common stock 200,000

DRIP [Member]

Schedule of Equity Method Investments [Line Items]

Intentional maximum sale of stock $ 400,000,000

X

- Definition

Intentional Maximum Sale Of Stock

+ References

No definition available.

+ Details

Name: cik1562528_IntentionalMaximumSaleOfStock

Namespace Prefix: cik1562528_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition

Treasury Stock Acquired Maximum Percentage Amount Actually Paid Per Share

+ References

No definition available.

+ Details

Name: cik1562528_TreasuryStockAcquiredMaximumPercentageAmountActuallyPaidPerShare

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition

Face amount or stated value of common stock per share; generally not indicative of the fair market value per share.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 129

-Paragraph 4

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 30

-Article 5

+ Details

Name: us-gaap_CommonStockParOrStatedValuePerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition

Amount of consideration received by subsidiary or equity investee in exchange for shares of stock issued or sold. Includes amount of cash received, fair value of noncash assets received, and fair value of liabilities assumed by the investor.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 5

-Section H

+ Details

Name: us-gaap_SaleOfStockConsiderationReceivedPerTransaction

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Details

Name: us-gaap_ScheduleOfEquityMethodInvestmentsLineItems

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Price of a single share of a number of saleable stocks of a company.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 820

-SubTopic 10

-Section 50

-Paragraph 2

-Subparagraph (e)

-URI http://asc.fasb.org/extlink&oid=7578670&loc=d3e19207-110258

+ Details

Name: us-gaap_SharePrice

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: instant

X

- Definition

The number of securities classified as temporary equity that have been sold (or granted) to the entity's shareholders. Securities issued include securities outstanding and securities held in treasury. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. If convertible, the issuer does not control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the conversion option if the holder exercises the option to convert the stock to another class of equity. If the security is a warrant or a rights issue, the warrant or rights issue is considered to be temporary equity if the issuer cannot demonstrate that it would be able to deliver upon the exercise of the option by the holder in all cases. Includes stock with put option held by ESOP and stock redeemable by holder only in the event of a change in control of the issuer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.27(b))

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 28

-Subparagraph b

-Article 5

+ Details

Name: us-gaap_TemporaryEquitySharesIssued

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Total cost of shares repurchased divided by the total number of shares repurchased.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 30

-Section 45

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 43

-Section B

-Paragraph 7

-Subparagraph b

-Chapter 1

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_TreasuryStockAcquiredAverageCostPerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: duration

XML 38 R13.htm IDEA: XBRL DOCUMENT v2.4.0.6

Subsequent Events
3 Months Ended

Mar. 31, 2013

Subsequent Events [Abstract]

Subsequent Events

Note 7 - Subsequent Events

The Company has evaluated subsequent events through the the filing of this Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements, except for the following transactions:

Sales of Common Stock

On May 14, 2013, the Company received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of common stock, issued shares to the Sponsor in the amount of $1.0 million at a purchase price of $22.50 per share and broke the general escrow requirements of the IPO. As of May 14, 2013, the Company had 97,778 shares outstanding.

On May 13, 2013, the Company's board of directors authorized, and the Company declared, a distribution rate, which will be calculated based on stockholders of record each day during the applicable period at a rate of $0.00565068493 per day based on a price of $25.00 per share of common stock. The distributions will begin to accrue commencing with the earlier to occur of: (i) June 15, 2013; and (ii) 15 days following the Company's initial portfolio investment. The distributions will be payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distributions payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured.

X

- Details

Name: us-gaap_SubsequentEventsAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.

+ References

No definition available.

+ Details

Name: us-gaap_SubsequentEventsTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 39 R14.htm IDEA: XBRL DOCUMENT v2.4.0.6

Summary of Significant Accounting Policies (Policies)
3 Months Ended

Mar. 31, 2013

Summary of Significant Accounting Policies [Abstract]

Basis of Accounting

Basis of Accounting

The accompanying consolidated financial statements of the Company are prepared on the accrual basis of accounting in accordance with GAAP.

Development Stage Company

Development Stage Company

The Company complies with the reporting requirements of development stage enterprises. Pursuant to the terms of the Offering, the Company must receive proceeds of $2.0 million in connection with the sale of common stock in order to break escrow and commence operations. As of March 31, 2013, the Company had not reached such threshold, acquired or originated any commercial real estate debt, commercial real estate securities, or commercial real estate properties or earned any income.

Principles of Consolidation and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The consolidated financial statements include the accounts of the Company, the OP and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. In determining whether the Company has a controlling financial interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, authority to make decisions and contractual and substantive participating rights of the other partners or members as well as whether the entity is a variable interest entity for which the Company is the primary beneficiary.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes significant estimates regarding classification of investments, fair value measurements, credit losses and impairments of investments, and derivative financial instruments and hedging activities, as applicable.

Organizational Costs

Organizational Costs

Organizational costs may include accounting, legal and regulatory fees incurred related to the formation of the Company. Organizational costs are expensed as incurred.

Reral Estate Debt Investments

Real Estate Debt Investments

Commercial real estate debt investments are intended to be held until maturity and, accordingly, will be carried at cost, net of unamortized origination fees, acquisition fees, discounts and unfunded commitments unless such loan or investment is deemed to be impaired. Real estate debt investments that are deemed to be impaired will be carried at amortized cost less a loan loss reserve. Interest income is recorded on the accrual basis and related discounts, premiums, origination costs and fees on investments are amortized over the life of the investment using the effective interest method. The amortization will be reflected as an adjustment to interest income in the Company's consolidated statements of operations.

Real Estate Securities

Real Estate Securities

On the acquisition date, all of the Company's commercial real estate securities will be classified as available for sale, and will be carried at fair value, with any unrealized gains (losses) reported as a component of accumulated other comprehensive income (loss) in the Company's consolidated statement of stockholder's equity. However, the Company may elect the fair value option for certain of its available for sale securities, and as a result, any unrealized gains (losses) on such securities will be recorded in unrealized gains (losses) on investments in the Company's consolidated statement of operations. Interest income on commercial real estate securities will be recognized using the effective interest method with any purchased premium or discount recorded as an adjustment to interest income.

Credit Losses and Impairment on Investments

Credit Losses and Impairment on Investments

Real Estate Debt Investments

The Company will maintain a loan loss reserve on its commercial real estate debt investments, if appropriate. A provision will be established when the Company believes a loan is impaired, which is when it is deemed probable that the Company will not be able to collect principal and interest amounts due according to the contractual terms. The Company will assess the credit quality of the portfolio and adequacy of reserves on at least a quarterly basis. To determine if a commercial real estate debt investment is impaired, the Company will consider the estimated net recoverable value of the loan as well as other factors, including but not limited to fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the economic situation of the region where the borrower does business. Because this determination is based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the balance sheet date.

Income recognition will be suspended for loans at the earlier of the date at which payments become 90-days past due or when, in the opinion of the Company, a full recovery of income and principal becomes doubtful. Income recognition will be resumed when the suspended loan becomes contractually current and performance is demonstrated to be resumed. A loan will be written off when it is no longer realizable and legally discharged.

Real Estate Securities

Commercial real estate securities for which the fair value option is not elected will be periodically evaluated for other-than-temporary impairment. A security where the fair value is less than amortized cost will be considered impaired. Impairment of a security will be considered to be other-than-temporary when: (i) the holder has the intent to sell the impaired security; (ii) it is more likely than not the holder will be required to sell the security; or (iii) the holder does not expect to recover the entire amortized cost of the security. If it is determined that an other-than-temporary impairment exists, the portion related to credit losses, where the Company does not expect to recover its entire amortized cost basis, will be recognized as an "Impairment of assets" on the Company's consolidated statement of operations. If the Company does not intend to sell the security and it is more likely than not that the entity will not be required to sell the security, but the security has suffered a credit loss, the impairment charge will be separated. The credit loss component of the impairment will be recorded as an "Impairment of assets" on the Company's consolidated statement of operations, and the remainder will be recorded in "accumulated other comprehensive income (loss)" on the Company's consolidated balance sheet.

Commercial real estate securities for which the fair value option was elected will not be evaluated for other-than-temporary impairment as changes in fair value are recorded in the Company's consolidated statement of operations.

Cash

Cash

Cash includes cash in bank accounts. The Company deposits cash with high quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company up to an insurance limit.

Restricted Cash

Restricted Cash

Restricted cash may primarily consist of escrow deposits for future debt service payments, taxes, insurance, property maintenance or other amounts collected with mortgage loan originations.

Deferred Costs

Deferred Costs

Deferred costs may consist primarily of deferred financing costs or deferred offering costs. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs will be amortized over the terms of the respective financing agreements using the effective interest method. Unamortized deferred financing costs will be expensed when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close will be expensed in the period in which it is determined that the financing will not close.

Deferred offering costs may represent professional fees, fees paid to various regulatory agencies, and other costs incurred in connection with the registration and sale of shares of the Company's common stock. As of December 31, 2012, such costs totaled $0.9 million. On the day the Company commenced its Offering, deferred offering costs were reclassified to stockholder's equity (deficit).

Share Repurchase Program

Share Repurchase Program

The Company will have a Share Repurchase Program ("SRP") that enables stockholders to sell their shares to the Company. Under the SRP, stockholders may request that the Company redeem all or any portion, subject to certain minimum conditions described below, if such repurchase does not impair the Company's capital or operations.

Prior to the time that the Company's shares are listed on a national securities exchange and until the Company begins to calculate its NAV, the repurchase price per share will depend on the length of time investors have held such shares as follows: after one year from the purchase date - the lower of $23.13 or 92.5% of the amount they actually paid for each share; after two years from the purchase date - the lower of $23.75 or 95.0% of the amount they actually paid for each share; after three years from the purchase date - the lower of $24.38 or 97.5% of the amount they actually paid for each share; and after four years from the purchase date - the lower of $25.00 or 100% of the amount they actually paid for each share (in each case, as adjusted for any stock distributions, combinations, splits and recapitalizations).

Once the Company begins to calculate its NAV, the price per share that the Company will pay to repurchase shares of the Company's common stock on any business day will be the Company's per share NAV for the quarter, calculated after the close of business on the first business day of each quarter, plus applicable selling commissions and dealer manager fees. Subject to limited exceptions, stockholders who redeem their shares of the Company's common stock within the first four months from the date of purchase will be subject to a short-term trading fee of 2% of the aggregate per share NAV of the shares of common stock received. Because the Company's per share NAV will be calculated quarterly, the redemption price may fluctuate between the redemption request day and the date on which the Company pays redemption proceeds.

Until the Company begins to calculate its NAV, the Company is only authorized to repurchase shares pursuant to the SRP using the proceeds received from the DRIP and will limit the amount spent to repurchase shares in a given quarter to the amount of proceeds received from the DRIP in that same quarter. In addition, the board of directors may reject a request for redemption, at any time. Due to these limitations, the Company cannot guarantee that it will be able to accommodate all repurchase requests. Purchases under the SRP by the Company will be limited in any calendar year to 5% of the weighted average number of shares outstanding during the prior year.

After the Company begins to calculate its NAV, purchases under the SRP will be limited in any calendar year to 1.25% of Company's NAV as of the last day of the previous calendar quarter, or approximately 5% of the Company's NAV in any 12 month period. If the Company reaches the 1.25% limit on redemptions during any quarter, the Company will not accept any additional redemption requests for the remainder of such quarter. The SRP will automatically resume on the first day of the next calendar quarter, unless our board of directors determines to suspend the share repurchase plan.

When a stockholder requests redemption and the redemption is approved, the Company will reclassify such obligation from equity to a liability based on the settlement value of the obligation. Shares repurchased under the SRP will have the status of authorized but unissued shares. At March 31, 2013, no shares were eligible to be redeemed.

Distribution Reinvestment Plan

Distribution Reinvestment Plan

Pursuant to the DRIP, stockholders may elect to reinvest distributions by purchasing shares of common stock in lieu of receiving cash. No dealer manager fees or selling commissions are paid with respect to shares purchased pursuant to the DRIP. Participants purchasing shares pursuant to the DRIP have the same rights and are treated in the same manner as if such shares were issued pursuant to the Offering. The board of directors may designate that certain cash or other distributions be excluded from the DRIP. The Company has the right to amend any aspect of the DRIP or terminate the DRIP with ten days' notice to participants. Shares issued under the DRIP are recorded to equity in the balance sheet in the period distributions are declared. There have been no shares issued under the DRIP as of March 31, 2013.

Derivative Instruments

Derivative Instruments

The Company may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with its borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such agreements is to minimize the risks and/or costs associated with the Company's operating and financial structure as well as to hedge specific anticipated transactions.

The Company will record all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting.

The accounting for subsequent changes in the fair value of these derivatives depends on whether each has been designated and qualifies for hedge accounting treatment. If the Company elects not to apply hedge accounting treatment, any changes in the fair value of these derivative instruments will be recognized immediately in gains (losses) on derivative instruments in the consolidated statement of operations. If the derivative is designated and qualifies for hedge accounting treatment the change in the estimated fair value of the derivative is recorded in other comprehensive income (loss) to the extent that it is effective. Any ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.

Offering and Related Costs

Offering and Related Costs

Offering and related costs include all expenses incurred in connection with the Company's Offering. Offering costs (other than selling commissions and the dealer manager fee) of the Company may be paid by the Advisor, the Dealer Manager or their affiliates on behalf of the Company. Offering costs will be reclassified from deferred costs to stockholder's equity when the Company commences its Offering, and will include all expenses incurred by the Company in connection with its Offering as of such date. These costs include but are not limited to (i) legal, accounting, printing, mailing and filing fees; (ii) escrow service related fees; (iii) reimbursement of the Dealer Manager for amounts it may pay to reimburse the bona fide diligence expenses of broker-dealers; and (iv) reimbursement to the Advisor for a portion of the costs of its employees and other costs in connection with preparing supplemental sales materials and related offering activities. The Company is obligated to reimburse the Advisor or its affiliates, as applicable, for organizational and offering costs paid by them on behalf of the Company, not withstanding that the Advisor is obligated to reimburse the Company to the extent organizational and offering costs (excluding selling commissions and the dealer manager fee) incurred by the Company in its offering exceed 2.00% of gross offering proceeds. As a result, these costs are only a liability of the Company to the extent aggregate selling commissions, the dealer manager fees and other offering costs do not exceed 12.00% of the gross proceeds determined at the end of offering (See Note 4 - Related Party Transactions and Arrangements).

Share-Based Compensation

Share-Based Compensation

The Company has a stock-based incentive award plan, which is accounted for under the guidance for share based payments. The expense for such awards will be included in general and administrative expenses and will be recognized over the vesting period or when the requirements for exercise of the award have been met (See Note 6 - Share-Based Compensation).

Income Taxes

Income Taxes

The Company intends to make an election to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with the taxable year ending December 31, 2013. If the Company qualifies for taxation as a REIT, it generally will not be subject to federal corporate income tax as long as it distributes at least 90% of its REIT taxable income to its stockholders. REITs are subject to a number of other organizational and operational requirements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Per Share Data

Per Share Data

The Company will calculate basic income per share by dividing net income for the period by weighted-average shares of its common stock outstanding for a respective period. Diluted income per share takes into account the effect of dilutive instruments, such as stock options and unvested restricted stock and other securities which are convertible to common stock, but uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted-average number of shares outstanding. For the three months ended March 31, 2013, the calculation of net income per share is not presented because it is not a meaningful measure of the Company's performance as the Company has not commenced operations.

Reportable Segments

Reportable Segments

The Company will conduct its business through the following segments:

• The real estate debt business will be focused on originating, acquiring and asset managing commercial real estate debt investments, including first mortgage loans, subordinate mortgages, mezzanine loans and participations in such loans.

• The real estate securities business will be focused on investing in and asset managing commercial real estate securities primarily consisting of CMBS and may include unsecured REIT debt, CDO notes and other securities.

Once operations of the Company commence, revenues and expenses will be allocated to the two segments as required for financial disclosure purposes.

X

- Definition

The accounting policy regarding the entity's status as a development stage enterprise.

+ References

No definition available.

+ Details

Name: cik1562528_DevelopmentStageEnterprisePolicyTextBlock

Namespace Prefix: cik1562528_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

The accounting policy regarding the distribution reinvestment plan (DRIP).

+ References

No definition available.

+ Details

Name: cik1562528_DistributionReinvestmentPlanPolicyTextBlock

Namespace Prefix: cik1562528_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

The accounting policy for offering and related costs.

+ References

No definition available.

+ Details

Name: cik1562528_OfferingAndRelatedCostsPolicyTextBlock

Namespace Prefix: cik1562528_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Details

Name: us-gaap_AccountingPoliciesAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).

+ References

No definition available.

+ Details

Name: us-gaap_BasisOfAccountingPolicyPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Financial Reporting Release (FRR)

-Number 203

-Paragraph 02-03

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Cash

-URI http://asc.fasb.org/extlink&oid=6506951

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Cash Equivalents

-URI http://asc.fasb.org/extlink&oid=6507016

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 7, 8, 9, 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Technical Practice Aid (TPA)

-Number 2110

-Paragraph 6

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 1

-Article 5

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4273-108586

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 305

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2122427

+ Details

Name: us-gaap_CashAndCashEquivalentsPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Entity's cash and cash equivalents accounting policy with respect to restricted balances. Restrictions may include legally restricted deposits held as compensating balances against short-term borrowing arrangements, contracts entered into with others, or company statements of intention with regard to particular deposits; however, time deposits and short-term certificates of deposit are not generally included in legally restricted deposits.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 305

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2122427

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 942

-SubTopic 210

-Section S99

-Paragraph 1

-Subparagraph (SX 210.9-03.1(a))

-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 1

-Subparagraph a

-Article 9

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6367179&loc=d3e4273-108586

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 1

-Article 5

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Financial Reporting Release (FRR)

-Number 203

-Paragraph 02-03

+ Details

Name: us-gaap_CashAndCashEquivalentsRestrictedCashAndCashEquivalentsPolicy

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2197480

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 325

-SubTopic 20

-URI http://asc.fasb.org/subtopic&trid=2197087

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 20

-Subparagraph a(2)

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 2-6

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 323

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2196966

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 860

-SubTopic 40

-Section 45

-URI http://asc.fasb.org/section&trid=2197723

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 5, 6, 16-19

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 46R

-Paragraph 4

-Subparagraph c

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph k

-Article 1

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=18733093&loc=d3e5614-111684

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 323

-SubTopic 10

-Section 45

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=16385135&loc=d3e33801-111570

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 46R

-Paragraph 14, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 46R

-Paragraph 4

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 140

-Paragraph 46

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 810

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.3A-02)

-URI http://asc.fasb.org/extlink&oid=6959686&loc=d3e355033-122828

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 96-16

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 17: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 18: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02, 03

-Article 3A

Reference 19: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 97-2

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_ConsolidationPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for deferral and amortization of significant deferred charges.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.17)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 17

-Article 5

+ Details

Name: us-gaap_DeferredChargesPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for its derivative instruments and hedging activities.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 133

-Paragraph 44

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41620-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph n

-Article 4

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 1A

-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579245-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 39

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 7

-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41675-113959

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41638-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 815

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579240-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(n))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

+ Details

Name: us-gaap_DerivativesPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 128

-Paragraph 40

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 128

-Paragraph 6, 8-16, 60

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-Subparagraph (c)

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2144384

+ Details

Name: us-gaap_EarningsPerSharePolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for the equity method of accounting for investments in common stock or other interests including unconsolidated domestic subsidiaries, corporate joint ventures, noncontrolling interests in real estate ventures, limited partnerships, and limited liability companies. Additionally, this element describes the entity's application of the cost method to equity investments or other interests that are not consolidated or accounted for under the equity method of accounting. The disclosure provided may include how equity method or cost investments are assessed for impairment.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 12

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Staff Position (FSP)

-Number FAS115-1/124-1

-Paragraph 10, 11, 12, 13, 15, 17, 18

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.12)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 320

-SubTopic 10

-Section 50

-Paragraph 6

-Subparagraph (b)

-URI http://asc.fasb.org/extlink&oid=6872113&loc=d3e27290-111563

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 323

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2196966

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 323

-SubTopic 10

-Section 50

-Paragraph 3

-Subparagraph (a)(2)

-URI http://asc.fasb.org/extlink&oid=6382943&loc=d3e33918-111571

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 19

-Subparagraph h

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 18

-Paragraph 5, 6, 7, 16-19

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 320

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2196929

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 325

-SubTopic 20

-URI http://asc.fasb.org/subtopic&trid=2197087

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 325

-SubTopic 20

-Section 50

-Paragraph 1

-Subparagraph (c)

-URI http://asc.fasb.org/extlink&oid=6872867&loc=d3e40691-111596

+ Details

Name: us-gaap_EquityAndCostMethodInvestmentsPolicy

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for finance, loan and lease receivables, including those held for investment and those held for sale. This disclosure may include (1) the basis at which such receivables are carried in the entity's statements of financial position (2) how the level of the allowance for loan and lease losses is determined (3) when impairments, charge-offs or recoveries are recognized for such receivables (4) the treatment of origination fees and costs, including the amortization method for net deferred fees or costs (5) the treatment of any premiums or discounts or unearned income (6) the entity's income recognition (revenues, expenses and gains and losses arising from committing to issue, issuing, granting, collecting, terminating, modifying and holding loans) policies for such receivables, including those that are impaired, past due or placed on nonaccrual status and (7) the treatment of foreclosures or repossessions.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 22

-Paragraph 12

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section 50

-Paragraph 9

-URI http://asc.fasb.org/extlink&oid=7512638&loc=d3e5144-111524

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 114

-Paragraph 20

-Subparagraph b

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 3-5

-Article 5

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 01-6

-Paragraph 13

-Subparagraph b

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 20

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6378556&loc=d3e10133-111534

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=7512638&loc=d3e5093-111524

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section 50

-Paragraph 15

-Subparagraph (b,d)

-URI http://asc.fasb.org/extlink&oid=7512638&loc=d3e5212-111524

+ Details

Name: us-gaap_FinanceLoansAndLeasesReceivablePolicy

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 17

-Subparagraph (b)

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32809-109319

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 48

-Paragraph 20

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 45

-Paragraph 25

-URI http://asc.fasb.org/extlink&oid=21917399&loc=d3e32247-109318

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 4

-Paragraph 11

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 50

-Paragraph 19

-URI http://asc.fasb.org/extlink&oid=6907707&loc=d3e32840-109319

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 109

-Paragraph 6-34, 43, 47, 49

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=21917399&loc=d3e32280-109318

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 954

-SubTopic 740

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6491622&loc=d3e9504-115650

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 30

-URI http://asc.fasb.org/subtopic&trid=2144749

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 740

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2144681

+ Details

Name: us-gaap_IncomeTaxPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for investments in debt and equity securities that have readily determinable fair values (marketable securities). At a minimum, the disclosure might address accounting policies for investments classified as trading, available for sale, or held to maturity and may include how the entity determines whether impairments of available for sale or held to maturity investments are other than temporary, how the fair values of the entity's securities are determined, and the entity's accounting treatment for transfers between investment categories.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Staff Position (FSP)

-Number FAS115-1/124-1

-Paragraph 7, 8, 9, 13, 14, 15, 16, 17

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 320

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2196929

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 5

-Section M

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 942

-SubTopic 320

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6957658&loc=d3e62652-112803

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 115

-Paragraph 7-16

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 2, 12

-Article 5

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 10, 11

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_MarketableSecuritiesPolicy

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for repurchase and resale agreements. This disclosure may address (a) the reasons for entering into repurchase and resale agreements, (b) how securities transferred under such agreements are classified in the entity's financial statements, (c) whether multiple agreements with the same counterparty are offset (d) the entity's accounting policy for requiring collateral or other security for such transactions, and (e) how the entity ensures that the market value of the underlying assets remains sufficient to protect the entity in the event of default by the counterparty.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 20

-URI http://asc.fasb.org/subtopic&trid=2122239

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 140

-Paragraph 17

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 140

-Paragraph 9

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(m)(2)(i))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 860

-SubTopic 30

-Section 50

-Paragraph 1

-Subparagraph (a)

-URI http://asc.fasb.org/extlink&oid=7523297&loc=d3e113969-111729

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 860

-SubTopic 30

-URI http://asc.fasb.org/subtopic&trid=2197663

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 20

-Section 45

-Paragraph 11

-URI http://asc.fasb.org/extlink&oid=7472769&loc=d3e9760-107771

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph m

-Subparagraph 2

-Article 4

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name FASB Interpretation (FIN)

-Number 41

-Paragraph 3

-Subparagraph a, b, c

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_RepurchaseAndResaleAgreementsPolicy

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for segment reporting.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

+ Details

Name: us-gaap_SegmentReportingPolicyPolicyTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for stock option and stock incentive plans. This disclosure may include (1) the types of stock option or incentive plans sponsored by the entity (2) the groups that participate in (or are covered by) each plan (3) significant plan provisions and (4) how stock compensation is measured, and the methodologies and significant assumptions used to determine that measurement.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-URI http://asc.fasb.org/subtopic&trid=2228939

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 06-11

-Paragraph 7

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 123R

-Paragraph A240

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 718

-SubTopic 10

-Section 50

-Paragraph 2

-Subparagraph (b),(f)

-URI http://asc.fasb.org/extlink&oid=6415400&loc=d3e5070-113901

+ Details

Name: us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for start-up costs. Start-up activities include those one-time activities related to opening a new facility, introducing a new product or service, conducting business in a new territory, conducting business with a new class of customer or beneficiary, initiating a new process in an existing facility, or commencing some new operation. Start-up activities include activities related to organizing a new entity (commonly referred to as organization costs).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6367646&loc=d3e18780-107790

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 720

-SubTopic 15

-URI http://asc.fasb.org/subtopic&trid=2122524

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 98-5

-Paragraph 12

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_StartUpActivitiesCostPolicy

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

X

- Definition

Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Statement of Position (SOP)

-Number 94-6

-Paragraph 11, 14

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 9

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6143-108592

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 8

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6132-108592

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 275

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6061-108592

+ Details

Name: us-gaap_UseOfEstimates

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 40 R16.htm IDEA: XBRL DOCUMENT v2.4.0.6

Summary of Significant Accounting Policies (Details) (USD $)
3 Months Ended

Mar. 31, 2013

Dec. 31, 2012

Equity, Class of Treasury Stock [Line Items]

Deferred financing costs $ 940,618

Minimum proceeds needed to commence operations $ 2,000,000

Short-term trading fee percentage 2.00%

Limited percentage of shares authorized to repurchase during the year 5.00%

Minimum percentage of gross proceeds to start reimbursement 2.00%

Maximum percentage offering costs consider liability 12.00%

Shares repurchased, average cost per share $ 25

NAV [Member]

Equity, Class of Treasury Stock [Line Items]

Limited percentage of shares authorized to repurchase during the year 1.25%

After One Year [Member]

Equity, Class of Treasury Stock [Line Items]

Shares repurchased, average cost per share $ 23.13

Shares repurchased, percentage of original price per share 92.50%

After Two Years [Member]

Equity, Class of Treasury Stock [Line Items]

Shares repurchased, average cost per share $ 23.75

Shares repurchased, percentage of original price per share 95.00%

After Three Years [Member]

Equity, Class of Treasury Stock [Line Items]

Shares repurchased, average cost per share $ 24.38

Shares repurchased, percentage of original price per share 97.50%

After Four Years [Member]

Equity, Class of Treasury Stock [Line Items]

Shares repurchased, average cost per share $ 25

Shares repurchased, percentage of original price per share 100.00%

X

- Definition

Gross Offering Proceeds Minimum Percentage To Start Reimbursement

+ References

No definition available.

+ Details

Name: cik1562528_GrossOfferingProceedsMinimumPercentageToStartReimbursement

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition

Maximum Percentage Offering Costs To Gross Proceeds

+ References

No definition available.

+ Details

Name: cik1562528_MaximumPercentageOfferingCostsToGrossProceeds

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition

Maximum Percentage Of Shares Authorized To Repurchase During Year

+ References

No definition available.

+ Details

Name: cik1562528_MaximumPercentageOfSharesAuthorizedToRepurchaseDuringYear

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition

Minimum Proceeds Received To Break Escrow

+ References

No definition available.

+ Details

Name: cik1562528_MinimumProceedsReceivedToBreakEscrow

Namespace Prefix: cik1562528_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition

Short Term Trading Fee Percentage

+ References

No definition available.

+ Details

Name: cik1562528_ShortTermTradingFeePercentage

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition

Treasury Stock Acquired Maximum Percentage Amount Actually Paid Per Share

+ References

No definition available.

+ Details

Name: cik1562528_TreasuryStockAcquiredMaximumPercentageAmountActuallyPaidPerShare

Namespace Prefix: cik1562528_

Data Type: num:percentItemType

Balance Type: na

Period Type: duration

X

- Definition

For an unclassified balance sheet, the carrying amount (net of accumulated amortization) as of the balance sheet date of capitalized costs associated with the issuance of debt instruments (for example, legal, accounting, underwriting, printing, and registration costs) that will be charged against earnings over the life of the debt instruments to which such costs pertain.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 17

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 21

-Paragraph 16

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 835

-SubTopic 30

-Section 45

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28555-108399

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.17)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

+ Details

Name: us-gaap_DeferredFinanceCostsNet

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: instant

X

- Details

Name: us-gaap_EquityClassOfTreasuryStockLineItems

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

Total cost of shares repurchased divided by the total number of shares repurchased.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 30

-Section 45

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 43

-Section B

-Paragraph 7

-Subparagraph b

-Chapter 1

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_TreasuryStockAcquiredAverageCostPerShare

Namespace Prefix: us-gaap_

Data Type: num:perShareItemType

Balance Type: na

Period Type: duration

XML 41 R5.htm IDEA: XBRL DOCUMENT v2.4.0.6

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) (USD $)

Total

Common Stock [Member]

Additional Paid-in Capital [Member]

Accumulated Deficit During the Development Stage [Member]

Balance at Nov. 14, 2012

Balance, shares at Nov. 14, 2012

Issuance of common stock 200,000 89 199,911

Issuance of common stock, shares 8,888

Net loss (15,525) (15,525)

Balance at Dec. 31, 2012 184,475 89 199,911 (15,525)

Balance, shares at Dec. 31, 2012 8,888

Net loss (5,019) (5,019)

Offering costs (2,270,162) (2,270,162)

Balance at Mar. 31, 2013 $ (2,090,706) $ 89 $ (2,070,251) $ (20,544)

Balance, shares at Mar. 31, 2013 8,888

X

- Definition

Direct costs (e.g., legal and accounting fees) associated with issuing stock that is deducted from additional paid in capital. Also includes any direct costs associated with stock issues under a shelf registration.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Technical Practice Aid (TPA)

-Number 4110

-Paragraph 1, 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedIssuanceCosts

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: debit

Period Type: duration

X

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 03

-Paragraph 19

-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 260

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.22)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Other Comprehensive Income

-URI http://asc.fasb.org/extlink&oid=6519514

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 225

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SX 210.5-03.18)

-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 130

-Paragraph 10, 15

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph 20

-Article 9

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Net Income

-URI http://asc.fasb.org/extlink&oid=6518256

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Emerging Issues Task Force (EITF)

-Number 87-21

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 95

-Paragraph 28, 29, 30

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 230

-SubTopic 10

-Section 45

-Paragraph 28

-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 944

-SubTopic 225

-Section S99

-Paragraph 1

-Subparagraph (SX 210.7-04.19)

-URI http://asc.fasb.org/extlink&oid=6879464&loc=d3e573970-122913

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 220

-SubTopic 10

-Section 45

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=20435746&loc=d3e565-108580

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph A7

-Appendix A

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph a

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph 38

-Subparagraph d

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Name: us-gaap_NetIncomeLoss

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

X

- Definition

Number of shares issued and outstanding as of the balance sheet date.

+ References

No definition available.

+ Details

Name: us-gaap_SharesOutstanding

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: instant

X

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29-31)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29, 30, 31

-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Research Bulletin (ARB)

-Number 51

-Paragraph A3

-Appendix A

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SAB TOPIC 4.E)

-URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 4

-Section E

+ Details

Name: us-gaap_StockholdersEquity

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: instant

X

- Definition

Number of new stock issued during the period.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29, 30

-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

+ Details

Name: us-gaap_StockIssuedDuringPeriodSharesNewIssues

Namespace Prefix: us-gaap_

Data Type: xbrli:sharesItemType

Balance Type: na

Period Type: duration

X

- Definition

Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29, 30, 31

-Article 5

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher AICPA

-Name Accounting Principles Board Opinion (APB)

-Number 12

-Paragraph 10

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

+ Details

Name: us-gaap_StockIssuedDuringPeriodValueNewIssues

Namespace Prefix: us-gaap_

Data Type: xbrli:monetaryItemType

Balance Type: credit

Period Type: duration

XML 42 R10.htm IDEA: XBRL DOCUMENT v2.4.0.6

Related Party Transactions and Arrangements
3 Months Ended

Mar. 31, 2013

Related Party Transactions and Arrangements [Abstract]

Related Party Transactions and Arrangements

Note 4 - Related Party Transactions and Arrangements

As of March 31, 2013, an entity wholly owned by the Sponsor owned 8,888 shares of the Company's outstanding common stock. The Advisor and its affiliates may incur and pay costs and fees on behalf of the Company. As of March 31, 2013, the Company had a payable of $0.9 million payable to affiliated entities for services provided and advances received to fund the payment of regulatory filing fees and other offering costs.

Fees Paid in Connection with the Offering

The Dealer Manager will receive fees and compensation in connection with the sale of the Company's common stock. The Dealer Manager will receive a selling commission of up to 7.0% of the per share purchase price of the Company's offering proceeds before reallowance of commissions earned by participating broker-dealers. In addition, it is expected that the Dealer Manager will receive up to 3.0% of the gross proceeds from the sale of shares, before reallowance to participating broker-dealers, as a dealer-manager fee. The Dealer Manager may reallow its dealer-manager fee to such participating broker-dealers. A participating broker-dealer may elect to receive a fee equal to 7.5% of the gross proceeds from the sale of shares (not including selling commissions and dealer manager fees) by such participating broker-dealer, with 2.5% thereof paid at the time of such sale and 1% thereof paid on each anniversary of the closing of such sale up to and including the fifth anniversary of the closing of such sale. If this option is elected, it is expected that the dealer manager fee will be reduced to 2.5% of gross proceeds (not including selling commissions and dealer manager fees). No such fees have been incurred from the Dealer Manager during the three months ended March 31, 2013.

The Advisor and its affiliates may receive compensation and reimbursement for services relating to the Offering. All offering costs incurred by the Company or its affiliated entities on behalf of the Company are initially charged to deferred costs on the accompanying balance sheet, and will subsequently be charged to additional paid-in capital once the Offering commences. During the three months ended March 31, 2013, the Company has not incurred any offering cost reimbursements to the Advisor and Dealer Manager. The Company is responsible for organizational and offering costs from the ongoing offering, excluding commissions and dealer manager fees, up to a maximum of 2.00% of gross proceeds received from its ongoing Offering of common stock, measured at the end of the Offering. Organizational and offering costs in excess of the 2.00% cap as of the end of the offering are the Advisor's responsibility. As of March 31, 2013, organizational and offering costs exceeded 2.00% of gross proceeds received from the Offering by $2.3 million, due to the on-going nature of the offering process and that many expenses were paid before the offering commenced.

Fees Paid in Connection with the Operations of the Company

The Advisor will receive an acquisition fee of 1.0% of the principal amount funded by the Company to acquire or originate commercial real estate debt or the amount invested in the case of other commercial real estate investments. The Advisor may be also be reimbursed for expenses incurred related to selecting, evaluating, originating and acquiring investments on the Company's behalf, which is expected to be approximately 0.5% of the principal amount funded by the Company to acquire or originate commercial real estate debt or the amount invested in the case of other commercial real estate investments. In no event will the total of all acquisition fees and acquisition expenses payable with respect to a particular investment exceed 4.5% of the principal amount funded by the Company to acquire or originate commercial real estate debt or the amount invested in the case of other commercial real estate investments. Once the proceeds from the Offering have been fully invested, the aggregate amount of acquisition fees shall not exceed 1.5% of the principal amount funded by the Company to acquire or originate commercial real estate debt or the amount invested in the case of other commercial real estate investments, as applicable, for all of the assets acquired.

The Company will pay the Advisor an annual asset management fee equal to 0.75% of the cost of the Company's assets. Once the Company begins to calculate NAV, the asset management fee will be based on the lower of 0.75% of the costs of the Company's assets and 0.75% of the quarterly NAV. The amount of the asset management fee will be reduced to the extent that the amount of dividends declared during the six month period ending on the last day of the calendar quarter immediately preceding the date such asset management fee is payable, exceeds the funds from operations ("FFO"), as adjusted, for the same period. For purposes of this determination, FFO, as adjusted, is FFO before deducting (i) acquisition fees and related expenses; (ii) non-cash restricted stock grant amortization, if any; and (iii) impairments of real estate related investments, if any (including properties, loans receivable and equity and debt investments). FFO, as adjusted, is not the same as FFO.

The Company will reimburse the Advisor's costs of providing administrative services, subject to the limitation that the Company will not reimburse the Advisor for any amount by which the Company's operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (a) 2.0% of average invested assets and (b) 25.0% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period. Additionally, the Company will reimburse the Advisor for personnel costs in connection with other services during the operational stage, in addition to paying an asset management fee; however, the Company will not reimburse the Advisor for personnel costs in connection with services for which the Advisor receives acquisition fees or real estate commissions.

In order to improve operating cash flows and the ability to pay distributions from operating cash flows, the Advisor may elect to waive certain fees. Because the Advisor may waive certain fees, cash flow from operations that would have been paid to the Advisor may be available to pay distributions to stockholders. The fees that may be forgiven are not deferrals and accordingly, will not be paid to the Advisor in cash. In certain instances, to improve the Company's working capital, the Advisor may elect to absorb a portion of the Company's general and administrative costs.

The Advisor at its election may also contribute capital to enhance the Company's cash position for working capital and distribution purposes. Any contributed capital amounts are not reimbursable to the Advisor. Further, any capital contributions are made without any corresponding issuance of common or preferred shares.

As of March 31, 2013, no fees or reimbursements were incurred or waived for any period in connection with the operations of the Company and no capital contributions were made by the Advisor.

Fees Paid in Connection with the Liquidation of Assets or Listing of the Company's Common Stock or Termination of the Advisory Agreement

The Company will pay a disposition fee of 1.0% of the contract sales price of each commercial real estate loan or other investment sold, including mortgage-backed securities or collateralized debt obligations issued by a subsidiary of the Company as part of a securitization transaction. The Company will not be obligated to pay a disposition fee upon the maturity, prepayment, workout, modification or extension of commercial real estate debt unless there is a corresponding fee paid by the borrower, in which case the disposition fee will be the lesser of: (i) 1.0% of the principal amount of the debt prior to such transaction; or (ii) the amount of the fee paid by the borrower in connection with such transaction. If the Company takes ownership of a property as a result of a workout or foreclosure of a loan, it will pay a disposition fee upon the sale of such property.

The Company may pay the Advisor an annual subordinated performance fee of 15% of the excess of the Company's total return to stockholders in any year, which such total return exceeds 6.0% per annum, provided that in no event will the annual subordinated performance fee exceed 10.0% of the aggregate total return for such year. This fee will be payable only upon the sale of assets, distributions or other event which results in the return on stockholders' capital exceeding 6.0% per annum.

If the Company is not listed on an exchange, the Company intends to pay a subordinated participation in the net sale proceeds of the sale of real estate assets of 15.0% of remaining net sale proceeds after return of capital contributions to investors plus payment to investors of a 6.0% cumulative, pre-tax non-compounded return on the capital contributed by investors.

If the Company is listed on an exchange, the Company will pay a subordinated incentive listing distribution of 15.0% of the amount by which the adjusted market value of real estate assets plus distributions exceeds the aggregate capital contributed by investors plus an amount equal to a 6.0% cumulative, pre-tax, non-compounded annual return to investors. Neither the Advisor nor any of its affiliates can earn both the subordinated participation in the net sale proceeds and the subordinated listing distribution.

Upon termination or non-renewal of the advisory agreement, the Company's Advisor shall be entitled to receive distributions from the OP, pursuant to a special limited partnership interest, equal to 15% of the amount by which the sum of the Company's adjusted market value plus distributions exceeds the sum of the aggregate capital contributed by investors plus an amount equal to an annual 6% cumulative, pre-tax non-compounded return to investors. In addition, the Company's Advisor may elect to defer its right to receive a subordinated distribution upon termination until either a listing on a national securities exchange or other liquidity event occurs.

As of March 31, 2013, no fees were paid for any period in connection with the liquidation of assets, listing of the Company's common stock or termination of the advisory agreement.

The Company cannot assure that it will provide the 6.0% return specified in the above agreements but the Advisor will not be entitled to the subordinated performance fee, subordinated participation in net sale proceeds, subordinated incentive listing distribution or subordinated distribution upon termination of the advisory agreement unless investors have received a 6.0% cumulative, pre-tax non-compounded return on their capital contributions

The Company will also establish a restricted stock award plan for the benefit of employees (if the Company ever has employees), directors, employees of the Advisor and its affiliates. See Note 6 - Share-Based Compensation.

X

- Details

Name: us-gaap_RelatedPartyTransactionsAbstract

Namespace Prefix: us-gaap_

Data Type: xbrli:stringItemType

Balance Type: na

Period Type: duration

X

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39622-107864

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 1

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 57

-Paragraph 1-4

-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 850

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6457730&loc=d3e39678-107864

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(k))

-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Paragraph b

-Article 3A

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph k

-Article 4

+ Details

Name: us-gaap_RelatedPartyTransactionsDisclosureTextBlock

Namespace Prefix: us-gaap_

Data Type: nonnum:textBlockItemType

Balance Type: na

Period Type: duration

XML 43 FilingSummary.xml IDEA: XBRL DOCUMENT 2.4.0.6 Html 39 116 1 false 17 0 false 4 false false R1.htm 001 - Document - Document and Entity Information Sheet http://www.americanrealtycap.com/role/DocumentAndEntityInformation Document and Entity Information true false R2.htm 002 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.americanrealtycap.com/role/ConsolidatedBalanceSheets CONSOLIDATED BALANCE SHEETS false false R3.htm 003 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Sheet http://www.americanrealtycap.com/role/ConsolidatedBalanceSheetsParenthetical CONSOLIDATED BALANCE SHEETS (Parenthetical) false false R4.htm 004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Sheet http://www.americanrealtycap.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveIncome CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME false false R5.htm 005 - Statement - CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) Sheet http://www.americanrealtycap.com/role/ConsolidatedStatementOfStockholdersEquityDeficit CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) false false R6.htm 006 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.americanrealtycap.com/role/ConsolidatedStatementsOfCashFlows CONSOLIDATED STATEMENTS OF CASH FLOWS false false R7.htm 101 - Disclosure - Organization and Business Operations Sheet http://www.americanrealtycap.com/role/OrganizationAndBusinessOperations Organization and Business Operations false false R8.htm 102 - Disclosure - Summary of Significant Accounting Policies Sheet http://www.americanrealtycap.com/role/SummaryOfSignificantAccountingPolicies Summary of Significant Accounting Policies false false R9.htm 103 - Disclosure - Commitments and Contingencies Sheet http://www.americanrealtycap.com/role/CommitmentsAndContingencies Commitments and Contingencies false false R10.htm 104 - Disclosure - Related Party Transactions and Arrangements Sheet http://www.americanrealtycap.com/role/RelatedPartyTransactionsAndArrangements Related Party Transactions and Arrangements false false R11.htm 105 - Disclosure - Economic Dependency Sheet http://www.americanrealtycap.com/role/EconomicDependency Economic Dependency false false R12.htm 106 - Disclosure - Share-Based Compensation Sheet http://www.americanrealtycap.com/role/SharebasedCompensation Share-Based Compensation false false R13.htm 107 - Disclosure - Subsequent Events Sheet http://www.americanrealtycap.com/role/SubsequentEvents Subsequent Events false false R14.htm 202 - Disclosure - Summary of Significant Accounting Policies (Policies) Sheet http://www.americanrealtycap.com/role/SummaryOfSignificantAccountingPoliciesPolicies Summary of Significant Accounting Policies (Policies) false false R15.htm 40101 - Disclosure - Organization and Business Operations (Details) Sheet http://www.americanrealtycap.com/role/OrganizationAndBusinessOperationsDetails Organization and Business Operations (Details) false false R16.htm 40201 - Disclosure - Summary of Significant Accounting Policies (Details) Sheet http://www.americanrealtycap.com/role/SummaryOfSignificantAccountingPoliciesDetails Summary of Significant Accounting Policies (Details) false false R17.htm 40401 - Disclosure - Related Party Transactions and Arrangements (Details) Sheet http://www.americanrealtycap.com/role/RelatedPartyTransactionsAndArrangementsDetails Related Party Transactions and Arrangements (Details) false false R18.htm 40601 - Disclosure - Share-Based Compensation (Details) Sheet http://www.americanrealtycap.com/role/SharebasedCompensationDetails Share-Based Compensation (Details) false false R19.htm 40701 - Disclosure - Subsequent Events (Details) Sheet http://www.americanrealtycap.com/role/SubsequentEventsDetails Subsequent Events (Details) false false All Reports Book All Reports Element cik1562528_MaximumPercentageOfSharesAuthorizedToRepurchaseDuringYear had a mix of decimals attribute values: 2 4. Element cik1562528_TreasuryStockAcquiredMaximumPercentageAmountActuallyPaidPerShare had a mix of decimals attribute values: 0 3. Element us-gaap_DueToAffiliateCurrentAndNoncurrent had a mix of decimals attribute values: -5 0. Element us-gaap_SaleOfStockPricePerShare had a mix of decimals attribute values: 0 2. Element us-gaap_TreasuryStockAcquiredAverageCostPerShare had a mix of decimals attribute values: 0 2. Process Flow-Through: 002 - Statement - CONSOLIDATED BALANCE SHEETS Process Flow-Through: Removing column 'Nov. 14, 2012' Process Flow-Through: 003 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Process Flow-Through: 004 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME Process Flow-Through: Removing column '2 Months Ended Dec. 31, 2012' Process Flow-Through: 006 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Process Flow-Through: Removing column '2 Months Ended Dec. 31, 2012' cik1562528-20130331.xml cik1562528-20130331.xsd cik1562528-20130331_cal.xml cik1562528-20130331_def.xml cik1562528-20130331_lab.xml cik1562528-20130331_pre.xml true true

CONSOLIDATED BALANCE SHEETS (USD $)	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash	$ 6,000	$ 573
Deferred financing costs		940,618
Total assets	6,000	941,191
LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Accounts payable and accrued expenses	1,200,207	635,216
Due to affiliates	896,500	121,500
Total liabilities	2,096,707	756,716
Preferred stock, $0.01 par value, 50,000,000 authorized, none issued and outstanding
Common stock, $0.01 par value, 300,000,000 shares authorized, 8,888 shares issued and outstanding as of March 31, 2013 and December 31, 2012	89	89
Additional paid-in capital	(2,070,251)	199,911
Accumulated deficit during the development stage	(20,544)	(15,525)
Total stockholder's equity (deficit)	(2,090,706)	184,475
Total liabilities and stockholder's equity (deficit)	$ 6,000	$ 941,191

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended	4 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	Mar. 31, 2013	Mar. 31, 2013
Cash flows from operation activities:
Net loss	$ (5,019)	$ (20,544)
Adjustments to reconcile net loss to net cash used in operating activities
Change in accounts payable and accrued expenses	5,019	20,544
Net cash used in operating activities
Cash flows from financing activities:
Proceeds from issuance of common stock		200,000
Payments of offering costs	(413,061)	(733,989)
Advance from affiliate	418,488	539,989
Net cash provided by financing activities	5,427	6,000
Net change in cash	5,427	6,000
Cash, beginning of period	573	0
Cash, end of period	$ 6,000	$ 6,000

Organization and Business Operations	3 Months Ended
Organization and Business Operations	Mar. 31, 2013
Organization and Business Operations [Abstract]
Organization and Business Operations	Note 1 - Organization and Business Operations ARC Realty Finance Trust, Inc. (the "Company") was formed to primarily acquire, originate and manage a diversified portfolio of commercial real estate debt secured by properties located both within and outside the United States. The Company may also invest in commercial real estate securities, and commercial real estate properties. Commercial real estate debt investments may include first mortgage loans, subordinated mortgage loans, mezzanine loans and participations in such loans. Commercial real estate securities may include commercial mortgage-backed securities ("CMBS"), senior unsecured debt of publicly traded real estate investment trusts ("REITs") and other publicly traded real estate companies and collateralized debt obligations ("CDOs"). As of March 31, 2013, the Company had not acquired any real estate debt or other investments. The Company was incorporated on November 15, 2012, as a Maryland corporation that intends to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ending December 31, 2013. The Company intends to offer for sale a maximum of $2.0 billion of common stock, $0.01 par value per share, on a "reasonable best efforts" basis, pursuant to a registration statement on Form S-11 (the "Offering") filed with the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended. The Offering also covers the offer and sale of up to $400.0 million in shares of common stock pursuant to a distribution reinvestment plan (the "DRIP") under which common stockholders may elect to have their distributions reinvested in additional shares of the Company's common stock. For at least until February 12, 2015, the per share purchase price in the Offering will be up to $25.00 per share (including the maximum allowed to be charged for commissions and fees) and shares issued under the DRIP will be based on the greater of $23.75 per share or 95% of the estimated value of a share of common stock. Within six months after February 12, 2015, (the "NAV pricing date") the Company will begin offering shares in the Offering at a per share purchase price that will vary quarterly and will be equal to the net asset value ("NAV") divided by the number of shares outstanding as of the end of business on the first day of each fiscal quarter after giving effect to any share purchases or repurchases effected in the immediately preceding quarter ("per share NAV") and applicable selling commissions and dealer manager fees will be added to the per share price for shares in the Company's primary offering but not for the DRIP. The Company has sold 8,888 shares of common stock to ARC Realty Finance Special Limited Partnership, LLC (the "Special Limited Partner"), an entity wholly owned by American Realty Capital VIII, LLC (the "Sponsor") for $22.50 per share or a total of $0.2 million. Substantially all of the Company's business will be conducted through ARC Realty Finance Operating Partnership, L.P. (the "OP"), a Delaware limited partnership. ARC Realty Finance Advisors, LLC (the "Advisor"), is the Company's affiliated advisor. The Company is the sole general partner and holds substantially all of the units of limited partner interests in the OP ("OP units"). Additionally, the Special Limited Partner, through the Advisor, expects to contribute $2,020 to the OP in exchange for 90 units of limited partner interest in the aggregate OP ownership, which will represent a nominal percentage of the aggregate OP ownership. The limited partner interests have the right to convert OP units for the cash value of a corresponding number of shares of common stock or, at the option of the OP, a corresponding number of shares of common stock, as allowed by the limited partnership agreement of the OP. The remaining rights of the limited partner interests are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP's assets. The Company has no employees. The Company has retained the Advisor to manage its affairs on a day-to-day basis. Realty Capital Securities, LLC (the "Dealer Manager"), an entity under common ownership with the Sponsor, serves as the dealer manager of the Offering. The Advisor and Dealer Manager are related parties and will receive compensation and fees for services related to the Offering and the investment and management of the Company's assets. The Advisor and Dealer Manager will receive fees during the offering, acquisition, operational and liquidation stages. The consolidated financial statements and related footnotes are unaudited and have been prepared in accordance with accounting principles generally accepted in the United States of America (''GAAP'') for interim financial statements. In the opinion of management, the interim data includes all adjustments necessary for a fair statement of the results for the periods presented. Interim period results may not be indicative of full year or future results. The unaudited consolidated financial statements do not include all information and notes required in annual audited financial statements in conformity with GAAP.

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Mar. 31, 2013	Dec. 31, 2012
CONSOLIDATED BALANCE SHEETS [Abstract]
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	300,000,000	300,000,000
Common stock, shares issued	8,888	8,888
Common stock, shares outstanding	8,888	8,888

Related Party Transactions and Arrangements (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Related Party Transactions and Arrangements [Line Items]
Common stock, shares outstanding and owned by related party	8,888	8,888
Due to affiliates	$ 896,500	$ 121,500
Sponsor [Member]
Related Party Transactions and Arrangements [Line Items]
Common stock, shares outstanding and owned by related party	8,888
Affiliated Entities [Member]
Related Party Transactions and Arrangements [Line Items]
Due to affiliates	900,000
Dealer Manager [Member]
Fees Paid in Connection with the Offering
Selling commission, percentage of offering proceeds	7.00%
Selling commission, percentage of offering proceeds, reallowance fee	3.00%
Selling commission, percentage of offering proceeds, reduction in fee	2.50%
Participating Broker Dealers [Member]
Fees Paid in Connection with the Offering
Selling commission, percentage of offering proceeds	7.50%
Selling commission, percentage of offering proceeds, first payment	2.50%
Selling commission, percentage of offering proceeds, subsequent payments	1.00%
Advisor [Member]
Fees Paid in Connection with the Offering
Organizational and offering costs reimbursement, percentage of offering proceeds, maximum	2.00%
Organizational and offering costs reimbursement, value in excess of maximum exposure	$ 2,300,000
Fees Paid in Connection with the Operations of the Company
Real estate acquisition fee, percentage	1.00%
Real estate acquisition fee, percentage reimbursement of acquisition costs	0.50%
Real estate acquisition fee, percentage reimbursement of acquisition costs, maximum exposure	4.50%
Real estate acquisition fee, percentage reimbursement of acquisition costs, aggregate of all acquisitions, maximum exposure	1.50%
Annual asset management fee, percentage based on the lower of total cost of assets or net asset value	0.75%
Administrative services reimbursement, limitation, percentage of average invested assets	2.00%
Administrative services reimbursement, limitation, percentage of net income	25.00%
Fees Paid in Connection with the Liquidation of Assets or Listing of the Company's Common Stock or Termination of the Advisory Agreement
Real estate disposition fee, percentage	1.00%
Subordinated performance fee, percentage in excess of total return	15.00%
Subordinated performance fee, percentage of total return required before payment of performance fee	6.00%
Subordinated performance fee, maximum percentage of total return payable as a fee	10.00%
Subordinated participation in asset sale proceeds fee, percentage	15.00%
Subordinated participation in asset sale proceeds fee, percentage threshold return before payment of fee	6.00%
Subordinated incentive listing distribution fee, percentage	15.00%
Subordinated incentive listing distribution fee, percentage threshold return before payment of fee	6.00%
Termination or non-renewal of the advisory agreement fee, percentage	15.00%
Termination or non-renewal of the advisory agreement fee, percentage threshold return before payment of fee	6.00%

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2013	May 14, 2013
Document And Entity [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Entity Registrant Name	ARC Realty Finance Trust, Inc.
Entity Central Index Key	0001562528
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		97,778

Share-Based Compensation (Details)	3 Months Ended
Share-Based Compensation (Details)	Mar. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted under restricted share plan, maximum percentage of total shares allowed	5.00%
Maximum shares allowed to be granted under restricted share plan	4,000,000
Vesting period for plan	5 years
Stock option grants	1,333
Grant in increments per annum	20.00%

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $)	3 Months Ended	4 Months Ended
	Mar. 31, 2013	Mar. 31, 2013
Revenues
Other income	$ 1	$ 1
Revenues	1	1
Operating expenses:
Professional fees	5,020	20,545
Total expenses	5,020	20,545
Net Loss	(5,019)	(20,544)
Comprehensive loss	$ (5,019)	$ (20,544)

Share-Based Compensation	3 Months Ended
Share-Based Compensation	Mar. 31, 2013
Share-Based Compensation [Abstract]
Share-Based Compensation	Note 6 - Share-Based Compensation *Restricted Share Plan* The Company has an employee and director incentive restricted share plan (the "RSP"), which provides the Company with the ability to grant awards of restricted shares to the Company's directors, officers and employees (if the Company ever has employees), employees of the Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Advisor or of entities that provide services to the Company or certain consultants to the Company and the Advisor and its affiliates. The total number of common shares granted under the RSP shall not exceed 5.0% of the Company's authorized common shares pursuant to the Offering and in any event will not exceed 4.0 million shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events). Restricted share awards entitle the recipient to receive common shares from the Company under terms that provide for vesting over a specified period of time or upon attainment of pre-established performance objectives. Such awards would typically be forfeited with respect to the unvested shares upon the termination of the recipient's employment or other relationship with the Company. Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares may receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in common shares shall be subject to the same restrictions as the underlying restricted shares. The fair value of the restricted shares will be expensed over the vesting period of five years. The RSP also provides for the automatic grant of 1,333 restricted shares of common stock to each of the independent directors, without any further action by the Company's board of directors or the stockholders, on the date of initial election to the board of directors and on the date of each annual stockholder's meeting. Restricted stock issued to independent directors will vest over a five-year period following the first anniversary of the date of grant in increments of 20.0% per annum. There have been no restricted shares issued and there was no compensation expense related to restricted shares for the three months ended March 31, 2013.

Economic Dependency	3 Months Ended
Economic Dependency	Mar. 31, 2013
Economic Dependency [Abstract]
Economic Dependency	Note 5 - Economic Dependency Under various agreements, the Company has engaged or will engage the Advisor and its affiliates to provide certain services that are essential to the Company, including asset management services, asset acquisition and disposition decisions, the sale of shares of the Company's common stock available for issue, as well as other administrative responsibilities for the Company including accounting services and investor relations. As a result of these relationships, the Company is dependent upon the Advisor and its affiliates. In the event that these entities are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

Subsequent Events (Details) (USD $)	0 Months Ended	2 Months Ended
Subsequent Events (Details) (USD $)	May 14, 2013	Dec. 31, 2012	May 13, 2013 Board of Directors Member [Member]
Subsequent Event
Common stock subscriptions received, value	$ 2,000,000
Issuance of common stock	$ 1,000,000	$ 200,000
Purchase price per share	$ 22.50		$ 25
Issuance of common stock, shares	8,888
Entity Common Stock, Shares Outstanding	97,778
Distribution rate, calculation rate per day			0.00565068493

Organization and Business Operations (Details) (USD $)	3 Months Ended
Organization and Business Operations (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]
Shares repurchased, average cost per share	$ 25
Common stock, par value per share	$ 0.01	$ 0.01
Intentional maximum sale of stock	$ 2,000,000,000
After Two Years [Member]
Schedule of Equity Method Investments [Line Items]
Shares repurchased, average cost per share	$ 23.75
Shares repurchased, percentage of original price per share	95.00%
Special Limited Partner [Member]
Schedule of Equity Method Investments [Line Items]
Common stock shares issued	8,888
Total consideration for common stock	2,020
Sponsor [Member]
Schedule of Equity Method Investments [Line Items]
Common stock, price per share	$ 22.5
Total consideration for common stock	200,000
DRIP [Member]
Schedule of Equity Method Investments [Line Items]
Intentional maximum sale of stock	$ 400,000,000

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2013
Subsequent Events [Abstract]
Subsequent Events	Note 7 - Subsequent Events The Company has evaluated subsequent events through the the filing of this Form 10-Q, and determined that there have not been any events that have occurred that would require adjustments to disclosures in the consolidated financial statements, except for the following transactions: *Sales of Common Stock* On May 14, 2013, the Company received and accepted aggregate subscriptions equal to the minimum of $2.0 million in shares of common stock, issued shares to the Sponsor in the amount of $1.0 million at a purchase price of $22.50 per share and broke the general escrow requirements of the IPO. As of May 14, 2013, the Company had 97,778 shares outstanding. On May 13, 2013, the Company's board of directors authorized, and the Company declared, a distribution rate, which will be calculated based on stockholders of record each day during the applicable period at a rate of $0.00565068493 per day based on a price of $25.00 per share of common stock. The distributions will begin to accrue commencing with the earlier to occur of: (i) June 15, 2013; and (ii) 15 days following the Company's initial portfolio investment. The distributions will be payable by the 5th day following each month end to stockholders of record at the close of business each day during the prior month. Distributions payments are dependent on the availability of funds. The board of directors may reduce the amount of distributions paid or suspend distribution payments at any time and therefore distributions payments are not assured.

Summary of Significant Accounting Policies (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Equity, Class of Treasury Stock [Line Items]
Deferred financing costs		$ 940,618
Minimum proceeds needed to commence operations	$ 2,000,000
Short-term trading fee percentage	2.00%
Limited percentage of shares authorized to repurchase during the year	5.00%
Minimum percentage of gross proceeds to start reimbursement	2.00%
Maximum percentage offering costs consider liability	12.00%
Shares repurchased, average cost per share	$ 25
NAV [Member]
Equity, Class of Treasury Stock [Line Items]
Limited percentage of shares authorized to repurchase during the year	1.25%
After One Year [Member]
Equity, Class of Treasury Stock [Line Items]
Shares repurchased, average cost per share	$ 23.13
Shares repurchased, percentage of original price per share	92.50%
After Two Years [Member]
Equity, Class of Treasury Stock [Line Items]
Shares repurchased, average cost per share	$ 23.75
Shares repurchased, percentage of original price per share	95.00%
After Three Years [Member]
Equity, Class of Treasury Stock [Line Items]
Shares repurchased, average cost per share	$ 24.38
Shares repurchased, percentage of original price per share	97.50%
After Four Years [Member]
Equity, Class of Treasury Stock [Line Items]
Shares repurchased, average cost per share	$ 25
Shares repurchased, percentage of original price per share	100.00%

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY (DEFICIT) (USD $)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit During the Development Stage [Member]
Balance at Nov. 14, 2012
Balance, shares at Nov. 14, 2012
Issuance of common stock	200,000	89	199,911
Issuance of common stock, shares		8,888
Net loss	(15,525)			(15,525)
Balance at Dec. 31, 2012	184,475	89	199,911	(15,525)
Balance, shares at Dec. 31, 2012		8,888
Net loss	(5,019)			(5,019)
Offering costs	(2,270,162)		(2,270,162)
Balance at Mar. 31, 2013	$ (2,090,706)	$ 89	$ (2,070,251)	$ (20,544)
Balance, shares at Mar. 31, 2013		8,888