Clarion Partners

Article XIV imposes NASAA-mandated Roll-Up Transaction protections: independent appraisal required, stockholders who vote against a Roll-Up must be offered the choice of remaining stockholders or receiving cash equal to their pro rata share of appraised Net Asset Value, and specific prohibitions on roll-ups that diminish voting rights, restrict share accumulation, reduce records access, or charge roll-up costs to the Corporation if rejected.

“In connection with any proposed Roll-Up Transaction, an appraisal of all of the Corporation's Assets shall be obtained from a competent Independent Appraiser. ... 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 of the following: (i) remaining as Stockholders 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 Corporation.”

The charter prohibits the Corporation from purchasing or leasing any Property from the Sponsor, Advisor, a Director or any Affiliate thereof; sales of Property to such affiliates are also prohibited. Other asset transactions with affiliates require majority Independent Director approval on arm's-length terms.

“The Corporation shall not purchase or lease any Property from the Sponsor, the Advisor, a Director or any Affiliate thereof. The Corporation may purchase or lease any Asset other than Property from the Sponsor, the Advisor, a Director or any Affiliate thereof, only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction, approve such transaction as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those available from unaffiliated third parties.”

Shares owned by the Advisor, any Director, or their Affiliates may not be voted or consented on matters regarding the removal of the Advisor, such Directors, or any of their Affiliates, or any transaction between the Corporation and any of them.

“With respect to Shares 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 Corporation and any of them.”

The charter prohibits the Corporation from making loans to the Sponsor, Advisor, any Director or their Affiliates, and also prohibits those parties from making loans to the Corporation or to joint ventures in which the Corporation is a co-venturer.

“The Corporation shall not make loans to the Sponsor, the Advisor, a Director or any Affiliate thereof. Neither the Sponsor, the Advisor, a Director nor any Affiliate thereof shall make loans to the Corporation, or to joint ventures in which the Corporation is a co-venturer.”

The charter explicitly prohibits the Corporation from purchasing or leasing any Asset from the Sponsor, Advisor, a Director or any Affiliate, and prohibits selling Assets to the Advisor, Sponsor, Director or Affiliate, with very limited exceptions requiring majority Independent Director approval. Loans between the Corporation and Sponsor/Advisor/Director/Affiliates are also prohibited in both directions.

“The Corporation shall not purchase or lease any Asset from the Sponsor, the Advisor, a Director or any Affiliate thereof. ... The Corporation shall not make loans to the Sponsor, the Advisor, a Director or any Affiliate thereof. Neither the Sponsor, the Advisor, a Director nor any Affiliate thereof shall make loans to the Corporation, or to joint ventures in which the Corporation is a co-venturer.”

The charter imposes NASAA-required investor protections for Roll-Up Transactions, including an independent appraisal requirement and the right of dissenting stockholders to either preserve their interests or receive cash equal to their pro rata share of appraised Net Assets. The Corporation is prohibited from participating in Roll-Up Transactions that would diminish voting rights, restrict share accumulation, limit record access, or charge Roll-Up costs to the Corporation if the transaction is rejected.

“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 of the following: (i) remaining as Stockholders 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 Corporation.”