Logistics Income Trust

Dividend Capital Securities LLC, the Dealer Manager for the Offering, is an Affiliate of the Corporation, creating a related-party conflict in the selling/distribution of Shares.

“Dealer Manager . The term 'Dealer Manager' shall mean Dividend Capital Securities LLC, a Colorado limited liability company and an Affiliate of the Corporation, or such other Person selected by the Board to act as the dealer manager for an Offering.”

The Corporation is permitted to invest in Joint Ventures with the Sponsor, Advisor, Directors or their Affiliates, subject only to majority-of-independent-directors approval, creating potential conflicts of interest in property selection and pricing.

“The Corporation may invest in Joint Ventures with the Sponsor, Advisor, one or more Directors or any Affiliate, 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 Corporation and on terms and conditions that are no less favorable than those that would be available to unaffiliated parties.”

Article XI expressly permits the Corporation to buy/lease Assets from Affiliated parties and sell/lease Assets to Affiliated parties, with approval requirements only from a majority of disinterested Independent Directors.

“The Corporation may purchase or lease an Asset or Assets from the Sponsor, the Advisor, a Director or any Affiliate thereof upon a finding by a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction that such transaction is fair and reasonable to the Corporation and at a price to the Corporation no greater than the cost of the Asset to such Sponsor, Advisor, Director or Affiliate”