Phillips Edison & Company

The Advisor and its Affiliates retain broad rights to pursue competing investment opportunities in net leased retail, office, industrial, New York metro commercial real estate, and a contemplated 'Identified REIT' power-center vehicle, without offering those opportunities to the Company first. This creates ongoing allocation conflicts between the Company and other ARC-sponsored programs.

“the Advisor or any Affiliate of the Advisor shall be permitted to pursue any opportunity or to offer any opportunity to a third party in respect of (i) any net leased retail, office and industrial properties or other property consistent with the investment policies of American Reality Capital Trust, Inc., (ii) any commercial real estate or other real estate investments that relate to office, retail, multi-family residential, industrial and hotel property types, located primarily in the New York metropolitan area or other property consistent with the investment policies of American Realty Capital New York Recovery REIT, Inc., or (iii) any investments to be made by a contemplated non-traded REIT (the 'Identified REIT') that the Advisor or any of its Affiliates described as (a) intending to invest primarily in 'power center' real estate developments”