Carey Financial LLC

The Advisor is expressly permitted to manage other investments, advise other REITs, and engage in businesses similar to the Corporation's, and is not obligated to present any particular investment opportunity to the Corporation. The Advisor determines investment allocation in a 'fair and reasonable manner' but retains broad discretion to direct deals to other vehicles it manages.

“The Advisor shall not be restricted to administering the investment activities of the Corporation as its sole and exclusive function and may have other business interests and may engage in other activities similar or in addition to those relating to the Corporation, including the performance of services and advice to other Persons (including other REITs) and the management of other investments (including investments of the Advisor and its Affiliates). ... Except as provided in the Advisory Agreement, neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Corporation even if the opportunity is of character which, if presented to the Corporation, could be taken by the Corporation.”

The charter expressly permits the Corporation to purchase or lease assets from, and sell or lease assets to, the Sponsor, Advisor, Directors, or their Affiliates, subject to majority Independent Director approval and fair-value pricing requirements. Loans between the Corporation and affiliates are also permitted under specified conditions. This creates ongoing related-party conflict exposure.

“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”