10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2009

or

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

For the transition period from                      to                     

Commission File Number: 001-13779

W. P. CAREY & CO. LLC

(Exact name of registrant as specified in its charter)

Delaware	13-3912578
(State of incorporation)	(I.R.S. Employer Identification No.)
50 Rockefeller Plaza
New York, New York	10020
(Address of principal executive offices)	(Zip Code)

Investor Relations (212) 492-8920
(212) 492-1100
(Registrant’s telephone numbers, including area code)

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 þ 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 o 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 þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(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 þ

     Registrant had 39,190,638 shares of common stock, no par value, outstanding at October 30, 2009.

INDEX

	Page No.
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets		2
Consolidated Statements of Income		3
Consolidated Statements of Comprehensive Income		4
Consolidated Statements of Cash Flows		5
Notes to Consolidated Financial Statements		6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3. Quantitative and Qualitative Disclosures About Market Risk		39
Item 4. Controls and Procedures		40
PART II — OTHER INFORMATION
Item 6. Exhibits		40
Signatures		41
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 10.4
Exhibit 31.1
Exhibit 31.2
Exhibit 32

Forward Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this Report, contains forward-looking statements within the meaning of the federal securities laws. It is important to note that our actual results could be materially different from those projected in such forward-looking statements. You should exercise caution in relying on forward-looking statements as they involve known and unknown risks, uncertainties and other factors that may materially affect our future results, performance, achievements or transactions. Information on factors which could impact actual results and cause them to differ from what is anticipated in the forward-looking statements contained herein is included in this Report as well as in our other filings with the Securities and Exchange Commission (the “SEC”), including but not limited to those described in Item 1A. Risk Factors in our Form 10-K for the year ended December 31, 2008. We do not undertake to revise or update any forward-looking statements. Additionally, a description of our critical accounting estimates is included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Form 10-K for the year ended December 31, 2008. There has been no significant change in our critical accounting estimates.

W. P. Carey 9/30/2009 10-Q — 1

PART I

Item 1. Financial Statements

W. P. CAREY & CO. LLC

Consolidated Balance Sheets (Unaudited)

(in thousands, except share and per share amounts)

	September 30, 2009			December 31, 2008
				(NOTE)
Assets
Investments in real estate:
Real estate, at cost	$	567,622		$	603,044
Operating real estate, at cost		85,808			84,547
Accumulated depreciation		(118,268	)		(113,262	)
Net investments in properties		535,162			574,329
Net investment in direct financing leases		83,077			83,792
Equity investments in real estate and CPA® REITs		304,406			260,620
Net investments in real estate		922,645			918,741
Cash and cash equivalents		19,008			16,799
Due from affiliates		34,133			53,423
Intangible assets and goodwill, net		86,990			93,398
Other assets, net		33,963			28,775
Total assets	$	1,096,739		$	1,111,136
Liabilities and Equity
Liabilities:
Non-recourse debt	$	220,021		$	245,874
Line of credit		100,000			81,000
Accounts payable, accrued expenses and other liabilities		48,032			42,323
Income taxes, net		50,445			58,011
Distributions payable		19,548			19,508
Total liabilities		438,046			446,716
Redeemable noncontrolling interests		14,789			18,085
Commitments and contingencies (Note 6)
Equity:
W. P. Carey members’ equity:
Listed shares, no par value, 100,000,000 shares authorized; 39,193,174 and 39,589,594 shares issued and outstanding, respectively		756,107			757,921
Distributions in excess of accumulated earnings		(129,780	)		(116,990	)
Deferred compensation obligation		10,249			—
Accumulated other comprehensive income (loss)		648			(828	)
Total W. P. Carey members’ equity		637,224			640,103
Noncontrolling interests		6,680			6,232
Total equity		643,904			646,335
Total liabilities and equity	$	1,096,739		$	1,111,136

Note: The consolidated balance sheet at December 31, 2008 has been derived from the consolidated financial statements at that date as adjusted (Note 2).

See Notes to Consolidated Financial Statements.

W. P. Carey 9/30/2009 10-Q — 2

W. P. CAREY & CO. LLC

Consolidated Statements of Income (Unaudited)

(in thousands, except share and per share amounts)

	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
Revenues
Asset management revenue	$	19,106		$	20,205		$	57,441		$	60,370
Structuring revenue		5,476			10,818			16,250			17,403
Wholesaling revenue		1,869			1,517			4,426			4,145
Reimbursed costs from affiliates		13,503			11,303			33,747			32,749
Lease revenues		17,448			18,816			52,690			57,187
Other real estate income		3,768			3,834			11,672			10,261
		61,170			66,493			176,226			182,115
Operating Expenses
General and administrative		(14,970	)		(17,013	)		(48,246	)		(48,242	)
Reimbursable costs		(13,503	)		(11,303	)		(33,747	)		(32,749	)
Depreciation and amortization		(5,936	)		(6,293	)		(18,348	)		(18,460	)
Property expenses		(2,236	)		(1,734	)		(6,235	)		(5,267	)
Impairment charges		(2,390	)		—			(4,090	)		—
Other real estate expenses		(1,758	)		(1,989	)		(5,596	)		(6,204	)
		(40,793	)		(38,332	)		(116,262	)		(110,922	)
Other Income and Expenses
Other interest income		470			752			1,278			2,193
Income from equity investments in real estate and CPA® REITs		2,923			2,272			9,866			10,917
Gain on sale of investments in direct financing lease		—			1,103			—			1,103
Other income and (expenses)		251			(1,566	)		3,532			3,093
Interest expense		(3,889	)		(5,004	)		(11,600	)		(14,579	)
		(245	)		(2,443	)		3,076			2,727
Income from continuing operations before income taxes		20,132			25,718			63,040			73,920
Provision for income taxes		(6,018	)		(5,839	)		(15,938	)		(20,405	)
Income from continuing operations		14,114			19,879			47,102			53,515
Discontinued Operations
Income (loss) from operations of discontinued properties		70			(40	)		(30	)		3,666
Gain on sale of real estate		—			—			343			—
Impairment charges		—			(538	)		(580	)		(538	)
Income (loss) from discontinued operations		70			(578	)		(267	)		3,128
Net Income		14,184			19,301			46,835			56,643
Add: Net loss attributable to noncontrolling interests		186			238			559			578
Less: Net income attributable to redeemable noncontrolling interests		(1,019	)		(341	)		(1,357	)		(1,074	)
Net Income Attributable to W. P. Carey Members	$	13,351		$	19,198		$	46,037		$	56,147
Basic Earnings Per Share
Income from continuing operations attributable to W. P. Carey members	$	0.33		$	0.50		$	1.16		$	1.35
Income (loss) from discontinued operations attributable to W. P. Carey members		—			(0.01	)		(0.01	)		0.08
Net income attributable to W. P. Carey members	$	0.33		$	0.49		$	1.15		$	1.43
Diluted Earnings Per Share
Income from continuing operations attributable to W. P. Carey members	$	0.34		$	0.49		$	1.16		$	1.32
Income (loss) from discontinued operations attributable to W. P. Carey members		—			(0.01	)		(0.01	)		0.08
Net income attributable to W. P. Carey members	$	0.34		$	0.48		$	1.15		$	1.40
Weighted Average Shares Outstanding
Basic		39,727,460			39,294,889			39,163,186			39,125,329
Diluted		40,368,946			40,299,073			39,770,196			40,293,094
Amounts Attributable to W. P. Carey Members
Income from continuing operations, net of tax	$	13,281		$	19,776		$	46,304		$	53,019
Income (loss) from discontinued operations, net of tax		70			(578	)		(267	)		3,128
Net income	$	13,351		$	19,198		$	46,037		$	56,147
Distributions Declared Per Share	$	0.500		$	0.492		$	1.494		$	1.461

See Notes to Consolidated Financial Statements.

W. P. Carey 9/30/2009 10-Q — 3

W. P. CAREY & CO. LLC

Consolidated Statements of Comprehensive Income (Unaudited)

(in thousands)

	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
Net Income	$	14,184		$	19,301		$	46,835		$	56,643
Other Comprehensive Income (Loss):
Foreign currency translation adjustment		2,258			(6,295	)		2,114			(2,856	)
Unrealized (loss) gain on derivative instrument		(495	)		(315	)		(596	)		184
Change in unrealized appreciation on marketable securities		21			25			35			(14	)
		1,784			(6,585	)		1,553			(2,686	)
Comprehensive income		15,968			12,716			48,388			53,957
Amounts Attributable to Noncontrolling Interests:
Net loss		186			238			559			578
Foreign currency translation adjustment		(66	)		148			(71	)		45
Comprehensive loss attributable to noncontrolling interests		120			386			488			623
Amounts Attributable to Redeemable Noncontrolling Interests:
Net income		(1,019	)		(341	)		(1,357	)		(1,074	)
Foreign currency translation adjustment		2			—			(6	)		—
Comprehensive income attributable to redeemable noncontrolling interests		(1,017	)		(341	)		(1,363	)		(1,074	)
Comprehensive Income Attributable to W. P. Carey Members	$	15,071		$	12,761		$	47,513		$	53,506

See Notes to Consolidated Financial Statements.

W. P. Carey 9/30/2009 10-Q — 4

W. P. CAREY & CO. LLC

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Nine months ended September 30,
	2009			2008
Cash Flows — Operating Activities
Net income	$	46,835		$	56,643
Adjustments to net income:
Depreciation and amortization including intangible assets and deferred financing costs		18,385			20,412
Income from equity investments in real estate and CPA® REITs in excess of distributions received		(4,303	)		(1,224	)
Straight-line rent adjustments		1,560			1,718
Management income received in shares of affiliates		(23,451	)		(30,237	)
Gain on sale of real estate and investment in direct financing lease		(343	)		(1,103	)
Gain on extinguishment of debt		(6,991	)		—
Allocation of earnings to profit sharing interest		3,976			—
Unrealized (gain) loss on foreign currency transactions, warrants and securities		(257	)		324
Realized gain on foreign currency transactions and other		(260	)		(1,567	)
Impairment charges		4,670			538
Stock-based compensation expense		7,777			5,894
Decrease in deferred acquisition revenue received		23,109			46,695
Increase in structuring revenue receivable		(8,196	)		(8,845	)
Decrease in income taxes, net		(11,137	)		(6,527	)
Decrease in settlement provision		—			(29,979	)
Net changes in other operating assets and liabilities		(1,991	)		(5,250	)
Net cash provided by operating activities		49,383			47,492
Cash Flows — Investing Activities
Distributions received from equity investments in real estate and CPA® REITs in excess of equity income		33,917			7,566
Capital contributions to equity investments		(3,709	)		(1,361	)
Purchases of real estate and equity investments in real estate		(39,632	)		(184	)
Capital expenditures		(6,110	)		(8,355	)
VAT refunded on purchase of real estate		—			3,189
Proceeds from sale of real estate and securities		6,927			5,062
Proceeds from transfer of profit sharing interest		21,928			—
Funds released from escrow in connection with the sale of property		—			636
Payment of deferred acquisition revenue to affiliate		—			(120	)
Net cash provided by investing activities		13,321			6,433
Cash Flows — Financing Activities
Distributions paid		(58,787	)		(67,987	)
Contributions from noncontrolling interests		2,137			1,957
Distributions to noncontrolling interests		(4,589	)		(1,659	)
Distributions to profit sharing interest		(5,372	)		—
Scheduled payments of mortgage principal		(7,527	)		(7,196	)
Proceeds from mortgages and credit facilities		158,994			122,968
Prepayments of mortgage principal and credit facilities		(137,436	)		(102,427	)
Proceeds from loan from affiliates		1,625			—
Repayment of loan from affiliates		—			(7,569	)
Payment of financing costs, net of deposits refunded		(849	)		(375	)
Proceeds from issuance of shares		1,356			21,242
Windfall tax benefits associated with stock-based compensation awards		275			697
Repurchase and retirement of shares		(10,686	)		(5,134	)
Net cash used in financing activities		(60,859	)		(45,483	)
Change in Cash and Cash Equivalents During the Period
Effect of exchange rate changes on cash		364			(94	)
Net increase in cash and cash equivalents		2,209			8,348
Cash and cash equivalents, beginning of period		16,799			12,137
Cash and cash equivalents, end of period	$	19,008		$	20,485

See Notes to Consolidated Financial Statements.

W. P. Carey 9/30/2009 10-Q — 5

W. P. CAREY & CO. LLC

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Business

W. P. Carey & Co. LLC, its consolidated subsidiaries and predecessors (collectively, “we”, “us” or “our”) provide long-term sale-leaseback and build-to-suit transactions for companies worldwide and manage a global investment portfolio. We invest primarily in commercial properties domestically and internationally that are each triple-net leased to single corporate tenants, which requires each tenant to pay substantially all of the costs associated with operating and maintaining the property. We also earn revenue as the advisor to publicly owned, non-actively traded real estate investment trusts (“CPA^® REITs”) sponsored by us that invest in similar properties. We are currently the advisor to the following CPA^® REITs: Corporate Property Associates 14 Incorporated (“CPA^®:14”), Corporate Property Associates 15 Incorporated (“CPA^®:15”), Corporate Property Associates 16 — Global Incorporated (“CPA^®:16 — Global”) and Corporate Property Associates 17 — Global Incorporated (“CPA^®:17 — Global”). As of September 30, 2009, we owned and managed 870 properties domestically and internationally, including our own portfolio. Our own portfolio was comprised of our full or partial ownership interest in 172 properties, substantially all of which were net leased to 81 tenants, and totaled approximately 16.7 million square feet (on a pro rata basis) with an occupancy rate of 95%.

Primary Business Segments

Investment Management — We structure and negotiate investments and debt placement transactions for the CPA^® REITs, for which we earn structuring revenue, and manage their portfolios of real estate investments, for which we earn asset-based management and performance revenue. We earn asset-based management and performance revenue from the CPA^® REITs based on the value of their real estate-related assets under management. As funds available to the CPA^® REITs are invested, the asset base from which we earn revenue increases. In addition, we also receive a percentage of distributions of available cash from CPA^®:17 — Global’s operating partnership. We may also earn incentive and disposition revenue and receive other compensation in connection with providing liquidity alternatives to CPA^® REIT shareholders.

Real Estate Ownership — We own and invest in commercial properties in the United States (“U.S.”) and the European Union that are then leased to companies, primarily on a triple-net leased basis. We may also invest in other properties if opportunities arise.

Note 2. Basis of Presentation

Our interim consolidated financial statements have been prepared, without audit, in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information and footnotes necessary for a fair statement of our consolidated financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

In the opinion of management, the unaudited financial information for the interim periods presented in this Report reflects all normal and recurring adjustments necessary for a fair statement of results of operations, financial position and cash flows. Our interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes for the year ended December 31, 2008, which are included in our 2008 Annual Report on Form 10-K, as certain disclosures that would substantially duplicate those contained in the audited consolidated financial statements have not been included in this Report. Operating results for interim periods are not necessarily indicative of operating results for an entire fiscal year.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingent amounts in our consolidated financial statements and the accompanying notes. Actual results could differ from those estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. The consolidated financial statements included in this Report have been retrospectively adjusted to reflect the adoption of several accounting pronouncements during the nine months ended September 30, 2009 (Note 10 and 11).

In May 2009, the FASB issued authoritative guidance for subsequent events, which we adopted as required in the second quarter of 2009. The guidance establishes general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. We evaluated subsequent events through November 6, 2009, the date on which we filed this Report with the SEC.

Basis of Consolidation

The consolidated financial statements include all of our accounts and those of our majority-owned and/or controlled subsidiaries. The portion of equity in a subsidiary that is not attributable, directly or indirectly, to us is presented as noncontrolling interests. All

W. P. Carey 9/30/2009 10-Q — 6

Notes to Consolidated Financial Statements

significant intercompany accounts and transactions have been eliminated. Under current authoritative accounting guidance, we have determined that we are the primary beneficiary of one variable interest entity (“VIE”), which we consolidate. In addition, we hold investments in tenant-in-common interests, which we account for as equity investments in real estate under current authoritative accounting guidance.

Out of Period Adjustment

As of September 30, 2009 and for the nine months ended September 30, 2009, we recorded an adjustment to record an entity on the equity method that had been incorrectly accounted for under a proportionate consolidation method since its acquisition in 1990. This adjustment was recorded as a reduction to Real estate and Non-recourse debt of approximately $23.3 million and $15.0 million, respectively, and an increase to Equity investment in real estate and CPA^® REITs of $7.8 million on our consolidated balance sheet at September 30, 2009, and an adjustment to classify approximately $0.5 million and $1.2 million of net earnings to income from equity investments in real estate and CPA^® REITs for the three and nine months ended September 30, 2009, respectively, which did not result in any change to previously reported net income attributable to W. P. Carey members. We have concluded that the effect of this adjustment was not material to any of our previously issued financial statements, nor was it material to the quarter or estimated fiscal year in which it was recorded. As such, these adjustments were recorded in our consolidated balance sheets and statements of income as of September 30, 2009 and for the nine months ended September 30, 2009. Prior period financial statements have not been revised in the current filing, nor will such amounts be revised in subsequent filings.

Future Accounting Requirements

In June 2009, the Financial Accounting Standards Board (“FASB”) amended the existing guidance regarding accounting for transfers and servicing of financial assets and extinguishments of liabilities by eliminating the concept of a qualifying special-purpose entity; limiting the circumstances where the transfer of a portion of a financial asset will qualify as a sale even if all other derecognition criteria are met; clarifying and amending the derecognition criteria for a transfer to be accounted for as a sale; and expanding the disclosures surrounding transfers of financial assets. The new guidance is effective for us beginning January 1, 2010. We are currently assessing the potential impact that the adoption of the new guidance will have on our financial position and results of operations.

In June 2009, the FASB issued amended guidance related to the consolidation of VIEs. These amendments require an enterprise to qualitatively assess the determination of the primary beneficiary of a VIE based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The amendments change the consideration of kick-out rights in determining if an entity is a VIE, which may cause certain additional entities to now be considered VIEs. Additionally, they require an ongoing reconsideration of the primary beneficiary and provide a framework for the events that trigger a reassessment of whether an entity is a VIE. This guidance will be effective for us beginning January 1, 2010. We are currently in the process of evaluating the impact that the adoption of this guidance will have on our financial position and results of operations.

Note 3. Agreements and Transactions with Related Parties

Advisory Agreements with the CPA^® REITs

Directly and through wholly-owned subsidiaries, we earn revenue as the advisor to the CPA^® REITs. Under the advisory agreements with the CPA^® REITs, we manage the portfolios of the CPA^® REITs and structure and negotiate investments and debt placement transactions for them, and may provide additional services. The advisory agreements were amended and renewed effective October 1, 2009. The following table presents a summary of revenue earned and cash received from the CPA^® REITs in connection with providing services to them (in thousands):

	Three months ended September 30,				Nine months ended September 30,
	2009		2008		2009		2008
Asset management revenue	$	19,106	$	20,205	$	57,441	$	60,370
Cash distributions from CPA®:17 — Global		—		—		583		—
Structuring revenue		5,476		10,818		16,250		17,403
Wholesaling revenue		1,869		1,517		4,426		4,145
Reimbursed costs from affiliates		13,503		11,303		33,747		32,749
	$	39,954	$	43,843	$	112,447	$	114,667

W. P. Carey 9/30/2009 10-Q — 7

Notes to Consolidated Financial Statements

Asset Management Revenue

Under the terms of the advisory agreements, we earn asset management revenue generally totaling 1% per annum of average invested assets, which is calculated according to the advisory agreements for each CPA^® REIT. A portion of our asset management revenue, or 1/2 of 1% of average investment assets (“performance revenue”), is contingent upon specific performance criteria for each CPA^® REIT. For CPA^®:17 — Global, we earn asset management revenue ranging from 0.5% of average market value for long-term net leases and certain other types of real estate investments to 1.75% of average equity value for certain types of securities. For CPA^®:17 — Global, we do not earn performance revenue, but we receive up to 10% of distributions of available cash from its operating partnership.

Under the terms of the advisory agreements, we may elect to receive shares of restricted stock for any revenue due from each CPA^® REIT. In 2009, we elected to receive all asset management revenue in cash, with the exception of CPA^®:17 — Global’s asset management revenue, which we elected to receive in restricted shares. We also elected to receive performance revenue from CPA^®:16 — Global in restricted shares, while for CPA^®:14 and CPA^®:15 we elected to receive 80% of all performance revenue in restricted shares, with the remaining 20% payable in cash. In 2008, for CPA^®:14, CPA^®:15 and CPA^®:16 — Global, we elected to receive all asset management revenue in cash and all performance revenue in restricted shares rather than cash, while for CPA^®:17 — Global we elected to receive asset management revenue in restricted shares rather than cash.

Structuring Revenue

Under the terms of the advisory agreements, we earn structuring revenue in connection with structuring and negotiating investments and related mortgage financing for the CPA^® REITs. Structuring revenue earned is based on the cost of investments. Under each of the advisory agreements, we may receive acquisition revenue of up to an average of 4.5% of the total cost of all investments made by each CPA^® REIT. A portion of this revenue (generally 2.5%) is paid when the transaction is completed, while the remainder (generally 2%) is payable in equal annual installments ranging from three to eight years, provided the relevant CPA^® REIT meets its performance criterion. Unpaid installments bear interest at annual rates ranging from 5% to 7%. For certain types of non-long term net lease investments acquired on behalf of CPA^®:17 — Global, initial acquisition revenue may range from 0% to 1.75% of the equity invested plus the related acquisition revenue, with no deferred acquisition revenue being earned. We may be entitled, subject to CPA^® REIT board approval, to loan refinancing revenue of up to 1% of the principal amount refinanced in connection with structuring and negotiating investments. This loan refinancing revenue, together with the acquisition revenue, is referred to as structuring revenue. In addition, we may also earn revenue related to the sale of properties, subject to subordination provisions. We will only recognize this revenue if we meet the subordination provisions.

Reimbursed Costs from Affiliates and Wholesaling Revenue

The CPA^® REITs reimburse us for certain costs, primarily broker/dealer commissions paid on behalf of the CPA^® REITs and marketing and personnel costs. In addition, under the terms of a sales agency agreement between our wholly-owned broker-dealer subsidiary and CPA^®:17 — Global, we earn a selling commission of up to $0.65 per share sold, selected dealer revenue of up to $0.20 per share sold and/or wholesaling revenue for selected dealers or investment advisors of up to $0.15 per share sold. We will re-allow all selling commissions to selected dealers participating in CPA^®:17 — Global’s offering and will re-allow up to the full selected dealer revenue to selected dealers. If needed, we will use any retained portion of the selected dealer revenue together with the wholesaling revenue to cover other underwriting costs incurred in connection with CPA^®:17 — Global’s offering. Total underwriting compensation earned in connection with CPA^®:17 — Global’s offering, including selling commissions, selected dealer revenue, wholesaling revenue and reimbursements made by us to selected dealers, cannot exceed the limitations prescribed by the Financial Industry Regulatory Authority (“FINRA”). The limit on underwriting compensation is currently 10% of gross offering proceeds. We may also be reimbursed up to an additional 0.5% of the gross offering proceeds for bona fide due diligence expenses.

Other Transactions with Affiliates

We are the general partner in a limited partnership (which we consolidate for financial statement purposes) that leases our home office space and participates in an agreement with certain affiliates, including the CPA^® REITs, for the purpose of leasing office space used for the administration of our operations and the operations of our affiliates and for sharing the associated costs. During each of the three month periods ended September 30, 2009 and 2008, we recorded income from noncontrolling interest partners of $0.6 million, in each case related to reimbursements from these affiliates. During each of the nine month periods ended September 30, 2009 and 2008, we recorded income from noncontrolling interest partners of $1.8 million. The average estimated minimum lease payments on the office lease, inclusive of noncontrolling interests, as of September 30, 2009 approximates $2.9 million annually through 2016.

We own interests in entities ranging from 5% to 95%, including jointly-controlled tenant-in-common interests in properties, with the remaining interests generally held by affiliates, and own common stock in each of the CPA^® REITs. We consolidate certain of these investments (Note 2) and account for the remainder under the equity method of accounting (Note 5).

W. P. Carey 9/30/2009 10-Q — 8

Notes to Consolidated Financial Statements

One of our directors and officers is the sole shareholder of Livho, Inc. (“Livho”). We consolidate the accounts of Livho in our consolidated financial statements in accordance with current accounting guidance for consolidation of VIEs because it is a VIE and we are its primary beneficiary.

Family members of one of our directors have an ownership interest in certain companies that own noncontrolling interests in our French majority-owned subsidiaries. These ownership interests are subject to substantially the same terms as all other ownership interests in the subsidiary companies.

Two employees own a redeemable noncontrolling interest in W. P. Carey International LLC (“WPCI”), a subsidiary company that structures net lease transactions on behalf of the CPA^® REITs outside of the U.S. (Note 11).

Included in Accounts payable, accrued expenses and other liabilities in the consolidated balance sheets at each of September 30, 2009 and December 31, 2008 are amounts due to affiliates totaling $0.9 million.

Note 4. Real Estate

Real Estate

Real estate, which consists of land and buildings leased to others, at cost, and accounted for as operating leases, is summarized as follows (in thousands):

	September 30, 2009			December 31, 2008
Land	$	105,112		$	109,234
Buildings		462,510			493,810
Less: Accumulated depreciation		(106,737	)		(103,249	)
	$	460,885		$	499,795

Operating Real Estate

Operating real estate, which consists primarily of our self-storage investments and Livho subsidiary, at cost, is summarized as follows (in thousands):

	September 30, 2009			December 31, 2008
Land	$	16,257		$	15,408
Buildings		69,551			69,139
Less: Accumulated depreciation		(11,531	)		(10,013	)
	$	74,277		$	74,534

Impairment Charges

We assess whether there are any indicators that the value of our real estate properties may be impaired or that their carrying value may not be recoverable. For real estate assets in which an impairment indicator is identified, we follow a two-step process to determine whether an asset is impaired and to determine the amount of the charge. First, we compare the carrying value of the property to the future net undiscounted cash flow that we expect the property will generate, including any estimated proceeds from the eventual sale of the property. If this amount is less than the carrying value, the property is considered to be impaired, and we then measure the loss as the excess of the carrying value of the property over the estimated fair value of the property, which is primarily determined using market information from outside sources such as recent comparable sales or broker quotes. If relevant market information is not available, we then perform a future net cash flow analysis discounted for inherent risk associated with each asset.

For the three and nine months ended September 30, 2009, we recognized impairment charges totaling $2.4 million and $4.7 million, respectively, on six domestic properties to reduce these properties’ carrying values to their current estimated selling prices in connection with our current intention to market these properties for sale. Included in the $4.7 million was $0.6 million related to one property that was sold during the third quarter of 2009 (Note 14). The fair value for each property was determined using either contracted sales prices or broker quotes.

For the three and nine months ended September 30, 2008, we recognized an impairment charge of $0.5 million at a domestic property as we expected to sell this property for less than its carrying amount (Note 14).

W. P. Carey 9/30/2009 10-Q — 9

Notes to Consolidated Financial Statements

Acquisition Costs

The FASB has revised its guidance for business combinations. The revised guidance establishes principles and requirements for how the acquirer in a business combination must recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interests in the entity acquired, and goodwill acquired in a business combination. Additionally, the revised guidance requires that an acquiring entity must immediately expense all acquisition costs and fees associated with a business combination, while such costs are capitalized for transactions deemed to be acquisitions. We adopted the revised guidance as required on January 1, 2009. We are impacted by the adoption of the revised guidance through both the investments we make for our own portfolio as well as our equity interests in the CPA^® REITs. To the extent we make investments for our own portfolio or on behalf of the CPA^® REITs that are deemed to be business combinations, our results of operations will be negatively impacted by the immediate expensing of acquisition costs and fees incurred in accordance with the revised guidance, whereas in the past such costs and fees would have been capitalized and allocated to the cost basis of the acquisition. Post acquisition, there will be a subsequent positive impact on our results of operations through a reduction in depreciation expense over the estimated life of the properties. For those investments that are not deemed to be a business combination, the revised guidance is not expected to have a material impact on our consolidated financial statements.

We did not make any investments for our own portfolio that were deemed to be business combinations during the three and nine months ended September 30, 2009. All investments structured on behalf of the CPA^® REITs during the three and nine months ended September 30, 2009 were deemed to be real estate acquisitions. Acquisition costs and fees capitalized by the CPA^® REITs totaled $2.3 million and $3.9 million for CPA^®:16 — Global and CPA^®:17 — Global, respectively, for the three months ended September 30, 2009 and $0.1 million, $5.5 million and $11.6 million for CPA^®:14, CPA^®:16 — Global and CPA^®:17 — Global, respectively, for the nine months ended September 30, 2009.

Carey Storage Transaction

In January 2009, our consolidated subsidiary, Carey Storage, completed a transaction whereby it received cash proceeds of $21.9 million, plus a commitment to invest up to a further $8.1 million of equity, from a third party to fund the purchase of self-storage assets in the future in exchange for a 60% interest in its self storage portfolio. Carey Storage incurred transaction-related costs totaling approximately $1.0 million in connection with this transaction. Because we have an option to repurchase this interest at fair value, we account for this transaction under the profit sharing method.

In connection with this transaction, Carey Storage repaid, in full, the $35.0 million outstanding balance on its secured credit facility at a discount for $28.0 million and recognized a gain of $7.0 million on the repayment of this debt, inclusive of the third party’s interest of $4.2 million. The debt repayment was financed with a portion of the proceeds from the exchange of the 60% interest and non-recourse debt with a new lender totaling $25.0 million, of which $18.0 million is secured by individual mortgages on seven of the self storage properties in the portfolio and $7.0 million is secured by individual mortgages on the other six self storage properties in the portfolio. The new financing bears interest at a fixed rate of 7% per annum and has a 10 year term with a rate reset after 5 years. The $7.0 million gain recognized on the repayment and the third party’s interest in this gain of $4.2 million are both reflected in Other income and expenses in the consolidated financial statements for the nine months ended September 30, 2009.

In August 2009, Carey Storage borrowed an additional $3.5 million that is collateralized by individual mortgages on seven of the self storage properties in the portfolio and distributed the proceeds to its profit sharing interest holders. This new loan has an annual fixed interest rate of 7.25% and has a term of 9.6 years with a rate reset after 5 years. Carey Storage distributed $1.9 million to its third party investor, which has been reflected as a reduction of the profit sharing obligation.

Other

In connection with our acquisition of properties, we have recorded net lease intangibles of $35.6 million, which are being amortized over periods ranging from three years to 30 years. Amortization of below-market and above-market rent intangibles is recorded as an adjustment to lease revenues, while amortization of in-place lease and tenant relationship intangibles is included in depreciation and amortization. Below-market rent intangibles are included in Accounts payable, accrued expenses and other liabilities in the consolidated financial statements. Net amortization of intangibles was $1.5 million and $1.9 million for the three months ended September 30, 2009 and 2008, respectively, and $4.9 million and $5.5 million for the nine months ended September 30, 2009 and 2008, respectively.

Note 5. Equity Investments in Real Estate and CPA^® REITs

Our equity investments in real estate for our investments in the CPA^® REITs and for our interests in unconsolidated venture properties are summarized below.

W. P. Carey 9/30/2009 10-Q — 10

Notes to Consolidated Financial Statements

CPA^® REITs

We own interests in the CPA^® REITs with which we have advisory agreements. We account for our interests in the CPA^® REITs under the equity method because, as their advisor, we do not exert control but have the ability to exercise significant influence. Shares of the CPA^® REITs are publicly registered and the CPA^® REITs file periodic reports with the SEC, but the shares are not actively traded. We earn asset management and performance revenue from the CPA^® REITs and have elected, in certain cases, to receive this revenue in the form of common stock in the CPA^® REITs rather than cash (Note 3).

The following table sets forth certain information about our investments in the CPA^® REITs (dollars in thousands):

	% of Outstanding Shares						Carrying Amount of Investment at
Fund	September 30, 2009			December 31, 2008			September 30, 2009(a)		December 31, 2008(a)
CPA®:14		8.4	%		7.4	%	$	80,315	$	78,052
CPA®:15		6.3	%		5.5	%		77,633		74,959
CPA®:16 — Global		4.5	%		3.7	%		52,085		46,880
CPA®:17 — Global (b)		0.4	%		0.2	%		3,181		1,080
							$	213,214	$	200,971

(a) Includes fee receivable at period end for which shares will be issued during the subsequent period.

The following tables present combined summarized financial information for the CPA^® REITs. Amounts provided are the total amounts attributable to the CPA^® REITs and do not represent our proportionate share (in thousands):

	September 30, 2009			December 31, 2008
Assets	$	8,477,966		$	8,272,855
Liabilities		(4,675,638	)		(4,605,886	)
Shareholders’ equity	$	3,802,328		$	3,666,969

	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
Revenues	$	190,964		$	160,089		$	560,264		$	537,847
Expenses		(191,823	)		(144,748	)		(542,696	)		(435,192	)
Net (loss) income	$	(859	)	$	15,341		$	17,568		$	102,655

We recognized (loss) income from our equity investments in the CPA^® REITs of $(0.7) million and $0.2 million for the three months ended September 30, 2009 and 2008, respectively, and $(0.2) million and $4.8 million for the nine months ended September 30, 2009 and 2008, respectively. Income (loss) recognized from our equity investments in the CPA^® REITs is impacted by several factors, including impairment charges recorded by the CPA^® REITs. During the three months ended September 30, 2009 and 2008, the CPA^® REITs recognized impairment charges totaling $54.1 million and $14.2 million, respectively, which reduced the income we earned from these investments by $3.6 million and $0.9 million, respectively. During the nine months ended September 30, 2009 and 2008, the CPA^® REITs recognized impairment charges totaling $108.7 million and $14.2 million, respectively, which reduced the income we earned from these investments by $6.4 million and $0.9 million, respectively.

Interests in Unconsolidated Venture Properties

We own interests in single-tenant net leased properties leased to corporations through noncontrolling interests in (i) partnerships and limited liability companies in which our ownership interests are 60% or less but over which we exercise significant influence, and (ii) as tenants-in-common subject to common control. All of the underlying investments are generally owned with affiliates that have similar investment objectives to ours. We account for these investments under the equity method of accounting (i.e., at cost, increased or decreased by our share of earnings or losses, less distributions, plus fundings).

W. P. Carey 9/30/2009 10-Q — 11

Notes to Consolidated Financial Statements

The following table sets forth our ownership interests in our equity investments in real estate and their respective carrying values. The carrying value of ventures is affected by the timing and nature of distributions (dollars in thousands):

	Ownership Interest			Carrying Value at
Lessee	at September 30, 2009			September 30, 2009			December 31, 2008
Schuler A.G. (a) (b)		33	%	$	25,875		$	23,279
The New York Times Company (c)		18	%		19,470			—
Carrefour France, SAS (a)		46	%		17,821			17,213
U. S. Airways Group, Inc. (d)		75	%		7,767			—
Medica — France, S.A. (a)		46	%		7,320			7,115
Hologic, Inc. (b)		36	%		4,392			4,402
Consolidated Systems, Inc. (b)		60	%		3,397			3,420
Hellweg Die Profi-Baumarkte GmbH & Co. KG (a)		5	%		2,645			2,467
Federal Express Corporation		40	%		2,149			2,565
Information Resources, Inc.		33	%		2,018			1,571
Childtime Childcare, Inc.		34	%		1,817			1,748
The Retail Distribution Group (e)		40	%		1,069			264
Amylin Pharmaceuticals, Inc. (formerly Sicor, Inc.) (b) (f)		50	%		(4,548	)		(4,395	)
				$	91,192		$	59,649

(a)	Carrying value of investment is affected by the impact of fluctuations in the exchange rate of the Euro.
(b)	Represents tenant-in-common interest (Note 2).
(c)	We acquired our interest in this investment in March 2009.
(d)	In the third quarter of 2009, we recorded an adjustment to record this entity on the equity method. This entity had previously been accounted for under a proportionate consolidation method (Note 2). If the entity had previously been accounted for under the equity method, it would have had a carrying value of $7.5 million at December 31, 2008.
(e)	In July 2009, we contributed $1.5 million to this venture to pay off a maturing mortgage loan.
(f)	In 2007, this venture refinanced its existing non-recourse mortgage debt for new non-recourse financing of $35.4 million based on the appraised value of the underlying real estate of the venture and distributed the proceeds to the venture partners.

The following tables present combined summarized financial information of our venture properties. Amounts provided are the total amounts attributable to the venture properties and do not represent our proportionate share (in thousands):

	September 30, 2009			December 31, 2008
Assets	$	1,247,715		$	816,502
Liabilities		(756,351	)		(615,759	)
Partners’/members’ equity	$	491,364		$	200,743

	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
Revenues	$	30,887		$	22,045		$	87,357		$	66,847
Expenses		(15,514	)		(15,892	)		(43,660	)		(49,907	)
Net income	$	15,373		$	6,153		$	43,697		$	16,940

     We recognized income from these equity investments in real estate of $3.7 million and $2.1 million for the three months ended September 30, 2009 and 2008, respectively, and $10.0 million and $6.2 million for the nine months ended September 30, 2009 and 2008, respectively. These amounts represent our share of the income of these ventures as well as certain depreciation and amortization adjustments related to purchase accounting and other-than-temporary impairment charges.

W. P. Carey 9/30/2009 10-Q — 12

Notes to Consolidated Financial Statements

Equity Investment in Real Estate Acquired

2009 — In March 2009, an entity in which we, CPA^®:16 — Global and CPA^®:17 — Global hold 17.75%, 27.25% and 55% interests, respectively, completed a net lease financing transaction with respect to a leasehold condominium interest, encompassing approximately 750,000 rentable square feet, in the office headquarters of The New York Times Company for approximately $233.7 million in the aggregate. Our share of the purchase price was approximately $40.0 million, which we funded with proceeds from our line of credit. We account for this investment under the equity method of accounting as we do not have a controlling interest in the entity but exercise significant influence over it. In connection with this investment, which was deemed to be a real estate acquisition under current accounting guidance for business combinations, the venture capitalized costs and fees totaling $8.7 million. In August 2009, the venture obtained mortgage financing on the New York Times property of $119.8 million at an annual interest rate of LIBOR plus 4.75% that has been capped at 8.75% through the use of an interest rate cap. This new financing has a term of five years.

Note 6. Commitments and Contingencies

As of September 30, 2009, we were not involved in any material litigation.

We have provided certain representations in connection with divestitures of certain of our properties. These representations address a variety of matters including environmental liabilities. We are not aware of any claims or other information that would give rise to material payments under such representations.

Note 7. Settlement of SEC Investigation

In March 2008, we entered into a settlement with the SEC with respect to all matters relating to a previously disclosed investigation. In connection with the settlement, we made payments of $20.0 million, including interest, to certain of our managed REITs and paid a $10.0 million civil penalty. In anticipation of this settlement, we took a charge of $30.0 million in the fourth quarter of 2007 and recognized an offsetting $9.0 million tax benefit in the same period. As a result, the settlement is reflected as “Decrease in settlement provision” in our Consolidated Statement of Cash Flows for the nine months ended September 30, 2008. For additional information about the SEC investigation and the settlement, please refer to our Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 2, 2009.

Note 8. Fair Value Measurements

In September 2007, the FASB issued authoritative guidance for using fair value to measure assets and liabilities, which we adopted as required on January 1, 2008, with the exception of nonfinancial assets and nonfinancial liabilities that are not recognized or disclosed at fair value on a recurring basis, which we adopted as required on January 1, 2009. In April 2009, the FASB provided additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased, which we adopted as required in the second quarter of 2009. Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a three-tier fair value hierarchy based on the inputs used in measuring fair value. These tiers are: Level 1, for which quoted market prices for identical instruments are available in active markets, such as money market funds, equity securities and U.S. Treasury securities; Level 2, for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument, such as certain derivative instruments including interest rate caps and swaps; and Level 3, for which little or no market data exists, therefore requiring us to develop our own assumptions, such as certain marketable securities.

W. P. Carey 9/30/2009 10-Q — 13

Notes to Consolidated Financial Statements

The following tables set forth our assets and liabilities that were accounted for at fair value on a recurring basis as of September 30, 2009 and December 31, 2008 (in thousands):

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices in
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	September 30, 2009		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	4,002	$	4,002	$	—	$	—
Marketable securities		1,683		—		—		1,683
Total	$	5,685	$	4,002	$	—	$	1,683
Liabilities:
Derivative liabilities	$	700	$	—	$	700	$	—

			Quoted Prices in
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
Description	December 31, 2008		(Level 1)		(Level 2)		(Level 3)
Assets:
Money market funds	$	2,068	$	2,068	$	—	$	—
Marketable securities		1,628		—		—		1,628
Total	$	3,696	$	2,068	$	—	$	1,628
Liabilities:
Derivative liabilities	$	419	$	—	$	419	$	—

Assets and liabilities presented above exclude assets and liabilities owned by unconsolidated ventures.

	Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3 Only)
	Marketable			Derivative		Total			Marketable			Derivative		Total
	Securities			Assets		Assets			Securities			Assets		Assets
	Three months ended September 30, 2009								Three months ended September 30, 2008
Beginning balance	$	1,671		$	—	$	1,671		$	1,652		$	—	$	1,652
Total gains or losses (realized and unrealized):
Included in earnings		(1	)		—		(1	)		—			—		—
Included in other comprehensive income		13			—		13			(9	)		—		(9	)
Purchases, issuances and settlements		—			—		—			—			—		—
Ending balance	$	1,683		$	—	$	1,683		$	1,643		$	—	$	1,643
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	$	(1	)	$	—	$	(1	)	$	—		$	—	$	—

W. P. Carey 9/30/2009 10-Q — 14

Notes to Consolidated Financial Statements

	Fair Value Measurements Using
	Significant Unobservable Inputs (Level 3 Only)
	Marketable			Derivative		Total			Marketable			Derivative			Total
	Securities			Assets		Assets			Securities			Assets			Assets
	Nine months ended September 30, 2009								Nine months ended September 30, 2008
Beginning balance	$	1,628		$	—	$	1,628		$	1,494		$	204		$	1,698
Total gains or losses (realized and unrealized):
Included in earnings		(2	)		—		(2	)		(2	)		(204	)		(206	)
Included in other comprehensive income		12			—		12			(29	)		—			(29	)
Purchases, issuances and settlements		45			—		45			180			—			180
Ending balance	$	1,683		$	—	$	1,683		$	1,643		$	—		$	1,643
The amount of total gains or losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized gains or losses relating to assets still held at the reporting date	$	(2	)	$	—	$	(2	)	$	—		$	(204	)	$	(204	)

Gains and losses (realized and unrealized) included in earnings are reported in Other income and expenses in the consolidated financial statements.

At September 30, 2009, we performed our quarterly assessment of the value of certain of our real estate investments in accordance with current authoritative accounting guidance. The valuation of these assets was determined using widely accepted valuation techniques, including discounted cash flow on the expected cash flows of each asset as well as the income capitalization approach, which considers prevailing market capitalization rates. We reviewed each investment based on the highest and best use of the investment and market participation assumptions. We determined that the significant inputs used to value these investments fall within Level 3. Based on this valuation, during the nine months ended September 30, 2009 we recorded impairment charges totaling $4.7 million as described in Note 4, calculated based on market conditions and assumptions at September 30, 2009. Actual results may differ materially if market conditions or the underlying assumptions change.

In April 2009, the FASB amended the existing guidance for disclosing the fair value of financial instruments to require disclosing the fair value of financial instruments for interim reporting periods as well as in annual financial statements. The new guidance also amended the existing guidance for interim financial reporting to require those disclosures in summarized financial information at interim reporting periods. The disclosures required by this guidance as of September 30, 2009 and December 31, 2008 are presented below (in thousands):

	September 30, 2009				December 31, 2008
	Carrying Value		Fair Value		Carrying Value		Fair Value
Non-recourse debt	$	220,021	$	208,567	$	245,874	$	242,210
Line of credit		100,000		97,700		81,000		77,200
Marketable securities (a)		1,682		1,683		1,612		1,628

(a) Carrying value represents historical cost for marketable securities.

The estimated fair value of our debt instruments was determined using a discounted cash flow model with rates that take into account the credit of the tenants and interest rate risk. We estimate that our other financial assets and liabilities (excluding net investments in direct financing leases) had fair values that approximated their carrying values at both September 30, 2009 and December 31, 2008.

Note 9. Risk Management and Use of Derivative Financial Instruments

Risk Management

In the normal course of our on-going business operations, we encounter economic risk. There are three main components of economic risk: interest rate risk, credit risk and market risk. We are subject to interest rate risk on our interest-bearing liabilities. Credit risk is the risk of default on our operations and tenants’ inability or unwillingness to make contractually required payments. Market risk includes changes in the value of our properties and related loans, changes in the value of our marketable securities and changes in the value of the shares we hold in the CPA^® REITs due to changes in interest rates or other market factors. In addition, we own investments in the European Union and are subject to the risks associated with changing foreign currency exchange rates.

W. P. Carey 9/30/2009 10-Q — 15

Notes to Consolidated Financial Statements

Foreign Currency Exchange

We are exposed to foreign currency exchange rate movements, primarily in the Euro. We manage foreign currency exchange rate movements by generally placing both our debt obligation to the lender and the tenant’s rental obligation to us in the same currency, but we are subject to foreign currency exchange rate movements to the extent of the difference in the timing and amount of the rental obligation and the debt service. We also face challenges with repatriating cash from our foreign investments. We may encounter instances where it is difficult to repatriate cash because of jurisdictional restrictions or because repatriating cash may result in current or future tax liabilities. Realized and unrealized gains and losses recognized in earnings related to foreign currency transactions are included in Other income and expenses in the consolidated financial statements.

Use of Derivative Financial Instruments

In March 2008, the FASB amended the existing guidance for accounting for derivative instruments and hedging activities to require additional disclosures that are intended to help investors better understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows. The enhanced disclosure requirements primarily surround the objectives and strategies for using derivative instruments by their underlying risk as well as a tabular format of the fair values of the derivative instruments and their gains and losses. The required additional disclosures are presented below.

When we use derivative instruments, it is generally to reduce our exposure to fluctuations in interest rates. We have not entered, and do not plan to enter into financial instruments for trading or speculative purposes. In addition to derivative instruments that we enter into on our own behalf, we may also be a party to derivative instruments that are embedded in other contracts, and we may own common stock warrants that are considered to be derivative instruments. The primary risks related to our use of derivative instruments are that a counterparty to a hedging arrangement could default on its obligation or that the credit quality of the counterparty may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction. While we seek to mitigate these risks by entering into hedging arrangements with counterparties that are large financial institutions that we deem to be credit worthy, it is possible that our hedging transactions, which are intended to limit losses, could adversely affect our earnings. Furthermore, if we terminate a hedging arrangement, we may be obligated to pay certain costs, such as transaction or breakage fees. We have established policies and procedures for risk assessment and the approval, reporting and monitoring of derivative financial instrument activities.

We measure derivative instruments at fair value and record them as assets or liabilities, depending on our rights or obligations under the applicable derivative contract. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. If a derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of the derivative will either be offset against the change in fair value of the hedged asset, liability, or firm commitment through earnings, or recognized in Other comprehensive income (“OCI”) until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value will be immediately recognized in earnings. The following table sets forth our derivative instruments at September 30, 2009 and December 31, 2008 (in thousands):

		Liability Derivatives Fair Value at
Derivatives designated as hedging instruments	Balance Sheet Location	September 30, 2009			December 31, 2008
Interest rate swap	Other liabilities	$	(700	)	$	(419	)
Derivatives not designated as hedging instruments
Interest rate cap (a)	Other liabilities		—			—
Total derivatives		$	(700	)	$	(419	)

(a) Our secured credit facility had a variable interest rate equal to the one-month LIBOR plus a spread of 225 basis points. In March 2008, we obtained a $35.5 million interest rate cap whereby the LIBOR component of our interest rate could not exceed 4.75% through December 2008. In October 2008, we amended the interest rate cap agreement so that the LIBOR component of the interest rate could not exceed 5.75% through December 2009. In January 2009, this credit facility was repaid and terminated, at which time the interest rate cap was terminated. For the duration of the interest rate cap, we did not account for this instrument as a hedge, and therefore changes in value were reflected in our consolidated statement of income. The interest rate cap had no value at either December 31, 2008 or the date of termination, and no gains or losses were included in Other income and expenses for the three and nine months ended September 30, 2009 and 2008.

W. P. Carey 9/30/2009 10-Q — 16

Notes to Consolidated Financial Statements

Our derivative instruments had no impact on our earnings for the three and nine months ended September 30, 2009 and 2008. The following table presents the impact of derivative instruments on OCI within our consolidated financial statements (in thousands):

	Amount of (Loss) Gain Recognized in
	OCI on Derivative (Effective Portion)
	Three months ended September 30,						Nine months ended September 30,
Derivatives in Cash Flow Hedging Relationships	2009			2008			2009			2008
Interest rate swap (a)	$	(142	)	$	(315	)	$	(243	)	$	184
Total	$	(142	)	$	(315	)	$	(243	)	$	184

(a) During the three and nine months ended September 30, 2009 and 2008, no gains or losses were reclassified from OCI into income related to effective or ineffective portions of hedging relationships or to amounts excluded from effectiveness testing.

See below for information on our purposes for entering into derivative instruments and for information on derivative instruments owned by unconsolidated ventures, which are excluded from the tables above.

Interest Rate Swaps and Caps

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed-rate basis. However, from time to time, we or our venture partners may obtain variable rate non-recourse mortgage loans and may enter into interest rate swap agreements or interest rate cap agreements with counterparties. Interest rate swaps, which effectively convert the variable rate debt service obligations of the loan to a fixed rate, are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period. The notional, or face, amount on which the swaps are based is not exchanged. Interest rate caps limit the effective borrowing rate of variable rate debt obligations while allowing participants to share in downward shifts in interest rates. Our objective in using these derivatives is to limit our exposure to interest rate movements.

The interest rate swap derivative instrument that we had outstanding at September 30, 2009 was designated as cash flow hedges and is summarized as follows (dollars in thousands):

Notional(a)

Effective

Effective

Expiration

Type

Amount

Interest Rate

Date

Date

Fair Value(a)

3-Month Euribor

“Pay-fixed” swap

$

9,599

4.2

%

3/2008

3/2018

$

(700

)

(a) Amounts are based upon the Euro exchange rate at September 30, 2009.

The interest rate cap derivative instruments that our unconsolidated ventures had outstanding at September 30, 2009 were designated as cash flow hedges and are summarized as follows (dollars in thousands):

	Ownership Interest				Notional								Effective		Expiration
	at September 30, 2009			Type	Amount		Cap Rate (a)			Spread			Date		Date		Fair Value
3-Month LIBOR		17.75	%	Interest rate cap	$	119,750		4.0	%		4.8	%		8/2009		8/2014	$	2,745
1-Month LIBOR		78.95	%	Interest rate cap		14,966		3.0	%		4.0	%		9/2009		4/2014		420
																	$	3,165

(a) The applicable interest rates of the related loans were 5.1% and 4.3% at September 30, 2009; therefore, the interest rate caps were not being utilized at that date.

Other

Amounts reported in OCI related to derivatives will be reclassified to interest expense as interest payments are made on our non-recourse variable-rate debt. As of September 30, 2009, we estimate that an additional $0.3 million will be reclassified as interest expense during the next twelve months.

W. P. Carey 9/30/2009 10-Q — 17

Notes to Consolidated Financial Statements

We have agreements with certain of our derivative counterparties that contain certain credit contingent provisions that could result in us being declared in default on our derivative obligations if we either default or are capable of being declared in default on any of our indebtedness. As of September 30, 2009, we have not been declared in default on any of our derivative obligations. The estimated fair value of our derivatives that were in a net liability position was $0.8 million as of September 30, 2009, which includes accrued interest but excludes any adjustment for nonperformance risk. If we had breached any of these provisions at September 30, 2009, we could have been required to settle our obligations under these agreements at their termination value of $0.9 million.

Portfolio Concentration Risk

Concentrations of credit risk arise when a group of tenants is engaged in similar business activities or is subject to similar economic risks or conditions that could cause them to default on their lease obligations to us. We regularly monitor our portfolio to assess potential concentrations of credit risk. While we believe our portfolio is reasonably well diversified, it does contain concentrations in excess of 10% of current annualized lease revenues in certain areas, as described below. Although we view our exposure from properties that we purchased together with our affiliates based on our ownership percentage in these properties, the percentages below are based on our consolidated ownership and not on our actual ownership percentage in these investments.

As of September 30, 2009, the majority of our directly owned real estate properties and related loans were located in the U.S. (90%), with Texas (15%), California (12%) and Michigan (10%) representing the only geographic concentrations. As of September 30, 2009, our directly owned real estate properties contain concentrations in the following asset types: industrial (37%), office (36%) and warehouse/distribution (13%); and in the following tenant industries: telecommunications (16%) and business and commercial services (15%).

Note 10. Equity and Stock Based and Other Compensation

Stock Based and Other Compensation

The total compensation expense (net of forfeitures) for our stock-based compensation plans was $2.5 million and $2.0 million for the three months ended September 30, 2009 and 2008, respectively, and $7.8 million and $5.9 million for the nine months ended September 30, 2009 and 2008, respectively. The tax benefit recognized by us related to stock-based compensation plans totaled $1.1 million and $0.9 million for the three months ended September 30, 2009 and 2008, respectively, and $3.5 million and $2.6 million for the nine months ended September 30, 2009 and 2008, respectively.

We have several stock-based compensation plans or arrangements, including the 2009 Share Incentive Plan, 1997 Share Incentive Plan, 2009 Non-Employee Directors’ Incentive Plan, 1997 Non-Employee Directors’ Plan, Employee Share Purchase Plan and Partnership Equity Plan. There has been no significant activity or changes to the terms and conditions of any of these plans or arrangements during 2009, other than those described below.

1997 Share Incentive Plan

In January 2009, the compensation committee of our board of directors approved long-term incentive awards consisting of 126,050 restricted stock units, which represent the right to receive shares of our common stock based on established restrictions, and 152,000 performance share units, which represent the right to receive shares of our common stock based on the level of achievement during a specified performance period of one or more performance goals, under the 1997 Share Incentive Plan. The restricted stock units are scheduled to vest over three years. Vesting of the performance share units is conditional on certain performance goals being met by us during the performance period from January 1, 2009 through December 31, 2011. The ultimate number of shares to be issued upon vesting of performance share units will depend on the extent to which we meet the performance goals and can range from zero to three times the original “target” awards noted above. The compensation committee set goals for the 2009 grant with the expectation that the number of shares to be issued upon vesting of performance share units will be at target levels. Based in part on our results through September 30, 2009 and expectations at that date regarding our future performance, we currently anticipate that the performance goals will be met at target levels for three of the four goals and at threshold level, or 0.5 times the original award, for one goal. As a result, we currently expect to recognize compensation expense totaling approximately $7.2 million over the vesting period, of which $0.6 million and $1.6 million was recognized during the three and nine months ended September 30, 2009, respectively. We will review our performance against these goals periodically and update expectations as warranted.

2009 Share Incentive Plan

In June 2009, our stockholders approved the 2009 Share Incentive Plan (the “2009 Incentive Plan”) to replace the predecessor plan, the 1997 Share Incentive Plan, except with respect to outstanding contractual obligations under the predecessor plan, so that no further awards can be made under that plan. The 2009 Incentive Plan authorizes the issuance of up to 3.6 million shares of our common stock and provides for the grant of (i) share options, (ii) restricted shares or units, (iii) performance shares or units, and (iv) dividend equivalent rights. The vesting of grants is accelerated upon a change in our control and under certain other conditions.

W. P. Carey 9/30/2009 10-Q — 18

Notes to Consolidated Financial Statements

2009 Non-Employee Directors’ Incentive Plan

In June 2009, our stockholders approved the 2009 Non-Employee Directors’ Incentive Plan (the “2009 Directors’ Plan”) to replace the predecessor plan, the 1997 Non-Employee Directors’ Incentive Plan, except with respect to outstanding contractual obligations under the predecessor plan, so that no further awards can be made under that plan. The 2009 Directors’ Plan authorizes the issuance of 325,000 shares of our common stock in the aggregate and provides for the automatic annual grant of restricted share units with a total value of $50,000 to each director. In the discretion of our board of directors, the awards may also be in the form of share options or restricted shares, or any combination of the permitted awards.

Partnership Equity Plan Unit

During 2003, we adopted a non-qualified deferred compensation plan (the Partnership Equity Plan, or “PEP”) under which a portion of any participating officer’s cash compensation in excess of designated amounts was deferred and the officer was awarded Partnership Equity Plan Units (“PEP Units”). The value of each PEP Unit was intended to correspond to the value of a share of the CPA^® REIT designated at the time of such award. During 2005, further contributions to the initial PEP were terminated and it was succeeded by a second PEP. As amended, payment under these plans will occur at the earlier of December 16, 2013 (in the case of the initial PEP) or twelve years from the date of award. The award is fully vested upon grant. Each of the PEPs is a deferred compensation plan and is therefore considered to be outside the scope of current accounting guidance for stock-based compensation and subject to liability award accounting. The value of the plans is reflected at fair value each quarter and is subject to changes in the fair value of the PEP Units. Further contributions to the second PEP were terminated as of December 31, 2007, however this termination did not affect any awardees’ rights pursuant to awards granted under this plan. In December 2008, participants in the PEPs were required to make an election to either (i) remain in the PEPs, (ii) receive cash for their PEP Units (available to former employees only) or (iii) convert their PEP Units to fully vested restricted stock units (“RSUs”) (available to current employees only) to be issued under the 1997 Incentive Plan on June 15, 2009. Substantially all of the PEP participants elected to receive cash or convert their existing PEP Units to RSUs. In January 2009, we paid $2.0 million in cash to former employee participants who elected to receive cash for their PEP Units. As a result of the election to convert PEP Units to RSUs, we derecognized $9.5 million of our existing PEP liability and recorded a deferred compensation obligation within W. P. Carey members’ equity in the same amount during the second quarter of 2009. The PEP participants that elected RSUs received a number of RSUs equal to the total value of their PEP Units divided by the closing price of our common stock on that date. The PEP participants electing to receive RSUs were required to defer receipt of the underlying shares of our common stock for a minimum of two years. These participants are entitled to receive dividend equivalents equal to the amount of dividends paid on the underlying common stock during the deferral period. At September 30, 2009, we are obligated to issue $10.2 million of our common stock underlying RSUs, which is recorded within W. P. Carey members’ equity as Deferred compensation obligation. The remaining PEP liability pertaining to participants who elected to remain in the plans was $0.7 million as of September 30, 2009.

Earnings Per Share

In June 2008, the FASB issued new authoritative guidance for determining earnings per share, which we adopted as required on January 1, 2009 on a retrospective basis. Under the new guidance, all unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be participating securities and therefore are included in the computation of earnings per share under the two-class method. The two-class method is an earnings allocation formula that determines earnings per share for each class of common shares and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Our unvested restricted stock units contain rights to receive non-forfeitable distributions, and therefore we apply the two-class method of computing earnings per share. The calculation of earnings per share below excludes the income attributable to the unvested restricted stock units from the numerator. The following table summarizes basic and diluted earnings per share for the periods indicated (in thousands, except share amounts):

W. P. Carey 9/30/2009 10-Q — 19

Notes to Consolidated Financial Statements

	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
Net income attributable to W. P. Carey members	$	13,351		$	19,198		$	46,037		$	56,147
Allocation of distributions paid on unvested restricted stock units in excess of net income		(298	)		(58	)		(889	)		(173	)
Net income — basic		13,053			19,140			45,148			55,974
Income effect of dilutive securities, net of taxes		562			263			748			598
Net income — diluted	$	13,615		$	19,403		$	45,896		$	56,572
Weighted average shares outstanding — basic		39,727,460			39,294,889			39,163,186			39,125,329
Effect of dilutive securities		641,486			1,004,184			607,010			1,167,765
Weighted average shares outstanding — diluted		40,368,946			40,299,073			39,770,196			40,293,094

Securities included in our diluted earnings per share determination consist of stock options and restricted stock. Securities totaling 2.8 million shares for each of the three and nine month periods ended September 30, 2009 and 2.7 million shares for each of the three and nine month periods ended September 30, 2008 were excluded from the earnings per share computations above as their effect would have been anti-dilutive.

Share Repurchase Program

In December 2008, the Executive Committee of our board of directors (the “Executive Committee”) approved a program to repurchase up to $10.0 million of our common stock through March 4, 2009 or the date the maximum was reached, if earlier. During the term of this program, we repurchased a total of $9.3 million of our common stock. In March 2009, the Executive Committee approved a further program to repurchase up to an additional $3.5 million of our common stock through March 27, 2009 or the date the maximum was reached, if earlier. During the term of this program, we repurchased an additional $2.8 million of our common stock.

Other

During the three months ended September 30, 2009 and 2008, we recognized severance costs totaling approximately $0.1 million and $0.2 million, respectively, related to several former employees. During the nine months ended September 30, 2009 and 2008, we recognized severance costs totaling approximately $1.4 million and $0.9 million, respectively. Such costs are included in General and administrative expenses in the accompanying consolidated financial statements.

Note 11. Noncontrolling Interests

Noncontrolling interest is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. In December 2007, the FASB amended the existing authoritative guidance for accounting for noncontrolling interests in consolidated financial statements, which we adopted as required on January 1, 2009. The new guidance establishes and expands accounting and reporting standards for noncontrolling interests and, if applicable, for the deconsolidation of a subsidiary. There were no changes in our ownership interest in any of our consolidated subsidiaries for nine months ended September 30, 2009.

W. P. Carey 9/30/2009 10-Q — 20

Notes to Consolidated Financial Statements

The following table presents a reconciliation of total equity, the equity attributable to our shareholders and the equity attributable to noncontrolling interests (in thousands):

				W. P. Carey			Noncontrolling
	Total			Members			Interests
Balance at January 1, 2008	$	632,710		$	626,560		$	6,150
Shares issued		23,342			23,342			—
Contributions		2,582			—			2,582
Redemption value adjustment		(322	)		(322	)		—
Net income		77,097			78,047			(950	)
Stock based compensation expense		7,285			7,285			—
Windfall tax benefits — share incentive plans		2,156			2,156			—
Distributions		(79,454	)		(77,986	)		(1,468	)
Change in other comprehensive loss		(3,648	)		(3,566	)		(82	)
Shares repurchased		(15,413	)		(15,413	)		—
Balance at January 1, 2009		646,335			640,103			6,232
Shares issued		1,356			1,356			—
Contributions		2,137			102			2,035
Redemption value adjustment		1,068			1,068			—
Net income		45,478			46,037			(559	)
Stock based compensation expense under SFAS 123R		7,777			7,777			—
Windfall tax provision — share incentive plans		275			275			—
Distributions		(60,012	)		(58,827	)		(1,185	)
Deferred compensation obligation		9,461			9,461			—
Change in other comprehensive income		1,633			1,476			157
Shares repurchased		(11,604	)		(11,604	)		—
Balance at September 30, 2009	$	643,904		$	637,224		$	6,680

Redeemable Noncontrolling Interests

We account for the noncontrolling interests in WPCI as redeemable noncontrolling interests, as we have an obligation to repurchase the interests from the partners, subject to certain conditions. The partners’ interest is reflected at estimated redemption value for all periods presented. Redeemable noncontrolling interests, as presented on the consolidated balance sheets, reflect adjustments of $1.1 million and $0.3 million at September 30, 2009 and December 31, 2008, respectively, to present the partners’ interest at redemption value.

The following table presents a reconciliation of redeemable noncontrolling interests (in thousands):

	Noncontrolling
	Interests
Balance at January 1, 2008	$	20,394
Redemption value adjustment		322
Net income		1,508
Distributions		(4,139	)
Balance at January 1, 2009		18,085
Redemption value adjustment		(1,068	)
Net income		1,357
Distributions		(3,591	)
Change in other comprehensive income		6
Balance at September 30, 2009	$	14,789

Note 12. Income Taxes

We have elected to be treated as a partnership for U.S. federal income tax purposes. As partnerships, we and our partnership subsidiaries are generally not directly subject to tax. We conduct our investment management services primarily through taxable subsidiaries. These operations are subject to federal, state, local and foreign taxes, as applicable. We conduct business in the U.S. and the European Union, and as a result, we or one or more of our subsidiaries file income tax returns in the U.S. federal jurisdiction and

W. P. Carey 9/30/2009 10-Q — 21

Notes to Consolidated Financial Statements

various state and certain foreign jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations for years before 2004. Certain of our inter-company transactions that have been eliminated in consolidation for financial accounting purposes are also subject to taxation. Periodically, shares in the CPA^® REITs that are payable to our taxable subsidiaries in consideration for services rendered are distributed from these subsidiaries to us.

At September 30, 2009, we had unrecognized tax benefits of $0.6 million (net of federal benefits) that, if recognized, would favorably affect the effective income tax rate in any future periods. We recognize interest and penalties related to uncertain tax positions in income tax expense. As of September 30, 2009, we had $0.1 million of accrued interest and penalties related to uncertain tax positions.

We currently expect the liability for uncertain taxes to increase during the next year on a similar basis to the additions that occurred in 2008. Our tax returns are subject to audit by taxing authorities. Such audits can often take years to complete and settle. (The tax years 2005-2008 remain open to examination by the major taxing jurisdictions to which we are subject.)

Our wholly owned REIT subsidiary, Carey REIT II, Inc. (“Carey REIT II”), owns our real estate assets and has elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. We believe we have operated, and we intend to continue to operate, in a manner that allows Carey REIT II to continue to qualify as a REIT. Under the REIT operating structure, Carey REIT II is permitted to deduct distributions paid to our shareholders and generally will not be required to pay U.S. federal income taxes. Accordingly, no provision has been made for U.S. federal income taxes in the consolidated financial statements.

Note 13. Segment Reporting

We evaluate our results from operations by our two major business segments — investment management and real estate ownership (Note 1). The following table presents a summary of comparative results of these business segments (in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
Investment Management
Revenues (a)	$	39,954		$	43,843		$	111,864		$	114,667
Operating expenses (a)		(28,614	)		(27,886	)		(81,018	)		(78,199	)
Other, net (b)		(675	)		1,090			1,683			8,973
Provision for income taxes		(5,606	)		(5,846	)		(14,811	)		(20,186	)
Income from continuing operations attributable to W. P. Carey members	$	5,059		$	11,201		$	17,718		$	25,255
Real Estate Ownership (c)
Revenues	$	21,216		$	22,650		$	64,362		$	67,448
Operating expenses		(12,179	)		(10,446	)		(35,244	)		(32,723	)
Interest expense		(3,889	)		(5,004	)		(11,600	)		(14,579	)
Other, net (b)		3,486			1,368			12,195			7,837
Provision for income taxes		(412	)		7			(1,127	)		(219	)
Income from continuing operations attributable to W. P. Carey members	$	8,222		$	8,575		$	28,586		$	27,764
Total Company
Revenues (a)	$	61,170		$	66,493		$	176,226		$	182,115
Operating expenses (a)		(40,793	)		(38,332	)		(116,262	)		(110,922	)
Interest expense		(3,889	)		(5,004	)		(11,600	)		(14,579	)
Other, net (b)		2,811			2,458			13,878			16,810
Provision for income taxes		(6,018	)		(5,839	)		(15,938	)		(20,405	)
Income from continuing operations attributable to W. P. Carey members	$	13,281		$	19,776		$	46,304		$	53,019

W. P. Carey 9/30/2009 10-Q — 22

Notes to Consolidated Financial Statements

	Equity Investments in Real Estate as of				Total Long-Lived Assets(d) as of				Total Assets as of
	September 30, 2009		December 31, 2008		September 30, 2009		December 31, 2008		September 30, 2009		December 31, 2008
Investment Management	$	213,214	$	200,971	$	220,409	$	210,249	$	343,770	$	346,568
Real Estate Ownership (c)		91,192		59,649		709,433		734,544		752,969		764,568
Total Company	$	304,406	$	260,620	$	929,842	$	944,793	$	1,096,739	$	1,111,136

(a)	Included in revenues and operating expenses are reimbursable costs from affiliates totaling $13.5 million and $11.3 million for the three months ended September 30, 2009 and 2008, respectively, and $33.7 million and $32.7 million for the nine months ended September 30, 2009 and 2008, respectively.
(b)	Includes interest income, income from equity investments in real estate and CPA® REITs, income (loss) attributable to noncontrolling interests and other income and expenses.
(c)	Includes investments in France, Poland and Germany that accounted for lease revenues (rental income and interest income from direct financing leases) of $1.9 million for each of the three month periods ended September 30, 2009 and 2008, and $5.5 million and $5.6 million for the nine months ended September 30, 2009 and 2008, respectively, as well as income from equity investments in real estate of $1.3 million and $1.5 million for the three months ended September 30, 2009 and 2008, respectively, and $4.3 million and $4.6 million for the nine months ended September 30, 2009 and 2008, respectively. These investments also accounted for net investments in real estate as of September 30, 2009 and December 31, 2008 of $49.1 million and $48.5 million, respectively.
(d)	Includes real estate, net investment in direct financing leases, equity investments in real estate, operating real estate and intangible assets related to management contracts.

Note 14. Discontinued Operations

Tenants from time to time may vacate space due to lease buy-outs, elections not to renew their leases, company insolvencies or lease rejections in the bankruptcy process. In these cases, we assess whether we can obtain the highest value from the property by re-leasing or selling it. In addition, in certain cases, we may elect to sell a property that is occupied if selling the property yields the highest value. When it is appropriate to do so under current accounting guidance for the disposal of long-lived assets, we reclassify the property as an asset held for sale and the current and prior period results of operations of the property are reclassified as discontinued operations.

During the nine months ended September 30, 2009, we sold three domestic properties for $6.9 million, net of selling costs, and recognized a net gain on sale of $0.3 million, excluding impairment charges of $0.6 recognized in 2009 and $1.1 million in prior years.

Subsequent to the sale of a domestic property in 2004, which was reflected in discontinued operations, we entered into litigation with the former tenant. In June 2008, we received $3.8 million from the former tenant in connection with the resolution of the lawsuit.

The results of operations for properties that are held for sale or have been sold are reflected in the consolidated financial statements as discontinued operations for all periods presented and are summarized as follows (in thousands):

	Three months ended September 30,					Nine months ended September 30,
	2009		2008			2009			2008
Revenues	$	70	$	143		$	252		$	4,273
Expenses		—		(183	)		(282	)		(607	)
Gain on sale of assets		—		—			343			—
Impairment charges		—		(538	)		(580	)		(538	)
Income (loss) from discontinued operations	$	70	$	(578	)	$	(267	)	$	3,128

In August 2008, we sold our investment in a direct financing lease for $5.0 million, net of selling costs, and recognized a net gain on sale of $1.1 million. Because the lease was accounted for as a direct financing lease, results of operations for this investment were included in Income from continuing operations.

W. P. Carey 9/30/2009 10-Q — 23

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

Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is intended to provide the reader with information that will assist in understanding our financial statements and the reasons for changes in certain key components of our financial statements from period to period. MD&A also provides the reader with our perspective on our financial position and liquidity, as well as certain other factors that may affect our future results. The discussion also provides information about the financial results of the segments of our business to provide a better understanding of how these segments and their results affect our financial condition and results of operations. Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2008.

Business Overview

We provide long-term sale-leaseback and build-to-suit transactions for companies worldwide and manage a global investment portfolio of 870 properties, including our own portfolio. We operate in two business segments — investment management and real estate ownership, as described below.

Investment Management — We provide services to four affiliated publicly-owned, non-actively traded real estate investment trusts: CPA^®:14, CPA^®:15, CPA^®:16 — Global and CPA^®:17 — Global (collectively, the “CPA^® REITs”). We structure and negotiate investments and debt placement transactions for the CPA^® REITs, for which we earn structuring revenue, and manage their portfolios of real estate investments, for which we earn asset-based management and performance revenue. We earn asset-based management and performance revenue from the CPA^® REITs based on the value of their real estate-related assets under management. As funds available to the CPA^® REITs are invested, the asset base from which we earn revenue increases. In addition, we also receive a percentage of distributions of available cash from CPA^®:17 — Global’s operating partnership. We may also earn incentive and disposition revenue and receive other compensation in connection with providing liquidity alternatives to CPA^® REIT shareholders. Collectively, the CPA^® REITs owned all or a portion of over 730 properties, including certain properties in which we have an ownership interest. Substantially all of these properties, totaling approximately 92.7 million square feet (on a pro rata basis), were net leased to 210 tenants, with an occupancy rate of 97% at September 30, 2009.

Real Estate Ownership — We own and invest in commercial properties in the U.S. and the European Union that are then leased to companies, primarily on a triple-net leased basis, which requires each tenant to pay substantially all of the costs associated with operating and maintaining the property. We may also invest in other properties if opportunities arise. Our portfolio was comprised of our full or partial ownership interest in 172 properties, including certain properties in which the CPA^® REITs have an ownership interest. Substantially all of these properties, totaling approximately 16.7 million square feet (on a pro rata basis), were net leased to 81 tenants, with an occupancy rate of 95% at September 30, 2009.

Financial Highlights
(In thousands)

	Three months ended September 30,				Nine months ended September 30,
	2009		2008		2009		2008
Total revenue (excluding reimbursed costs from affiliates)	$	47,667	$	55,190	$	142,479	$	149,366
Net income attributable to W. P. Carey members		13,351		19,198		46,037		56,147
Cash flow from operating activities						49,383		47,492

Revenues and net income decreased for both the three and nine months ended September 30, 2009 as compared to the same prior year periods. These decreases were primarily driven by lower volume of investments structured on behalf of the CPA^® REITs, reductions in the estimated net asset values of several of the CPA^® REITs, and the impact of recent lease restructurings and expirations. In addition, we recognized impairment charges totaling $4.7 million year-to-date in 2009 as compared to $0.5 million in the same period in 2008. Our cash flow from operating activities fluctuates period to period due to a number of factors, as described in Financial Condition below. Cash flow in 2009 benefited from our election to receive more of the fees we earn from certain of the CPA^® REITs in cash instead of common stock of the CPA^® REITs.

Our quarterly cash distribution increased to $0.50 per share for the third quarter of 2009, or $2.00 per share on an annualized basis.

We consider the performance metrics listed above as well as certain non-GAAP performance metrics to be important measures in the evaluation of our results of operations, liquidity and capital resources. We evaluate our results of operations with a primary focus on

W. P. Carey 9/30/2009 10-Q — 24

increasing and enhancing the value, quality and amount of assets under management by our investment management segment and seeking to increase value in our real estate ownership segment. Results of operations by reportable segment are described below.

Current Trends

As of the date of this Report, global economic and financial conditions remain challenging, and liquidity in the credit and real estate financing markets is scarce. Fewer financial institutions are offering financing, and the terms of the financing that is available are generally less advantageous for the borrower when compared to periods prior to the financial crises. In addition, tenants in both our own portfolio as well as in the portfolios of the CPA^® REITs continue to experience increased levels of financial distress, with several tenants filing for bankruptcy protection during the nine months ended September 30, 2009. The full magnitude, effects and duration of the current financial and economic crisis cannot be predicted and necessarily renders any discussion of current trends that affect our business segments highly uncertain. Nevertheless, as of the date of this Report, the impact of current financial and economic trends on our business segments, and our response to those trends, is presented below.

Investment Opportunities

Because of the lack of liquidity in the credit and real estate financing markets, we believe sale-leaseback transactions can often be a particularly attractive alternative for a corporation seeking to raise capital. As a result, there may be increased and more attractive investment opportunities for the CPA^® REITs. In addition, due to the continued deterioration in these markets, we believe there has been a decrease in the level of competition for the investments we make on behalf of the CPA^® REITs, both domestically and internationally.

We are seeing increasingly attractive pricing on sale-leaseback investment opportunities, although we continue to experience challenges in completing transactions as a result of slow acceptance of pricing changes by sellers and the difficult financing markets. In this environment, however, we have been able to achieve financing on most of the investments structured on behalf of the CPA^® REITs, and when financing has not been available, we have achieved desired returns that have allowed us to structure transactions on behalf of the CPA^® REITs without financing. During the nine months ended September 30, 2009, we structured investments on behalf of the CPA^® REITs totaling $355.4 million. In addition, we contributed $40.0 million to an equity investment in real estate in our owned real estate portfolio. International investments comprised 34% of our total investments during the nine months ended September 30, 2009, as compared to 46% during the year ended December 31, 2008. We currently expect international transactions to continue to comprise a significant portion of the investments we structure, although the percentage of international investments in any given period may vary. We earn structuring revenue on acquisitions structured on behalf of the CPA^® REITs and expect this revenue to fluctuate based on changes in our investment volume period over period.

Financing Conditions

Current real estate financing markets remain weak as of the date of this Report, and we continue to experience difficulties in financing investments on behalf of the CPA^® REITs, both domestically and internationally. This weak financing environment has resulted in lenders generally offering shorter maturities, often subject to variable interest rates. We generally attempt to obtain interest rate caps or swaps to mitigate the impact of variable rate financing. During the nine months ended September 30, 2009, we obtained mortgage financing totaling $61.5 million for our owned real estate portfolio, including financing for new transactions and refinancing of maturing debt, with a weighted average annual interest rate and term of up to 7.8% and 7.0 years, respectively. In addition, we also obtained mortgage financing totaling $262.4 million on behalf of the CPA^® REITs, including financing for new transactions and refinancing of maturing debt, with a weighted annual average interest rate and term of up to 7.7% and 6.2 years, respectively.

As of September 30, 2009, we have balloon payments totaling $5.0 million on our consolidated investments that will be due during the remainder of 2009, with an additional $6.6 million due during 2010 and $22.3 million due during 2011. In addition, the CPA^® REITs have aggregate balloon payments totaling $5.8 million due during the remainder of 2009, with an additional $95.5 million due in 2010 and $319.7 million in 2011, inclusive of our share of the balloon payments totaling $24.9 million due in 2011. We are actively seeking to refinance this debt but believe we and the CPA^® REITs have sufficient financing alternatives and/or cash resources to make these payments, if necessary. In both our own portfolio and those of the CPA^® REITs, property level debt is generally non-recourse, which means that if we or any of the CPA^® REITs default on a mortgage loan obligation, our exposure is limited to our equity invested in that property.

Corporate Defaults

We expect that some of the tenants in our own portfolio and the CPA^® REIT portfolios will continue to experience financial stress. Tenants in financial distress may become delinquent on their rent and/or default on their leases and, if they file for bankruptcy protection, may reject our lease in bankruptcy court, all of which may require us or the CPA^® REITs to incur impairment charges. Even where a default has not occurred and a tenant is continuing to make the required lease payments, we may restructure or renew

W. P. Carey 9/30/2009 10-Q — 25

leases on less favorable terms, or the tenant’s credit profile may deteriorate, which could affect the value of the leased asset and could in turn require us or the CPA^® REITs to incur impairment charges. Based on tenant activity during the nine months ended September 30, 2009, including lease amendments, early lease renewals and lease rejections in bankruptcy court, we currently expect 2009 lease revenue in the CPA^® REITs will decrease by approximately 3.5% on an annualized basis. However, this amount may increase or decrease based on additional tenant activities and changes in economic conditions, both of which are outside our control. If the North American and European economic zones continue to experience the improving economic conditions that they have experienced very recently, we would expect to see an improvement in the general business conditions for our tenants, which should result in less stress for them financially. However, if economic conditions deteriorate, it is likely that our tenants’ financial condition may deteriorate as well.

The CPA^® REITs have experienced increased levels of corporate defaults recently; however, we have no significant exposure to tenants operating under bankruptcy protection in our own portfolio as of the date of this Report. During the nine months ended September 30, 2009, tenants accounting for less than 3.0% of aggregate annualized lease revenues of the CPA^® REITs entered into bankruptcy/administration. During the nine months ended September 30, 2009, we have incurred impairment charges on our own portfolio totaling $4.7 million and the CPA^® REITs have incurred impairment charges aggregating $108.7 million. As a result of the CPA^® REIT impairment charges, our income from equity investments in the CPA^® REITs declined by $6.4 million for the nine months ended September 30, 2009. Impairment charges do not necessarily reflect the true economic loss caused by the default of a tenant. The economic loss may be greater or less than the impairment amount.

To mitigate these risks, we have invested in assets that we believe are critically important to a tenant’s operations and have diversified the fully-invested portfolios by tenant and tenant industry. We also monitor tenant performance through review of rent delinquencies as a precursor to a potential default, meetings with tenant management and review of tenants’ financial statements and compliance with any financial covenants. When necessary, our asset management process includes restructuring transactions to meet the evolving needs of tenants, re-leasing properties, refinancing debt and selling properties, where possible, as well as protecting our rights when tenants default or enter into bankruptcy.

Fundraising

We are currently fundraising for CPA^®:17 — Global. Fundraising trends are very difficult to predict, particularly in the current economic environment. However, although industry fundraising has for the most part been trending downward in the first nine months of 2009, we have generally experienced increases in our month over month fundraising results so far in 2009. We raised $124.6 million for CPA^®:17 — Global’s initial public offering in the third quarter of 2009. This represents a $24.3 million increase over the second quarter of 2009 and a $53.1 million increase over the first quarter of 2009. Since beginning fundraising for CPA^®:17 — Global in December 2007, we have raised more than $685.0 million on their behalf through October 31, 2009, with October 2009 being our largest fundraising month to date. We have made a concerted effort to broaden our distribution channels and are beginning to see a greater portion of our fundraising come from multiple channels as a result of these efforts. We expect these trends to continue for the remainder of 2009.

Net Asset Values and Redemptions

We own shares in the CPA^® REITs and earn asset management revenue based on a percentage of average invested assets for each CPA^® REIT. As such, we benefit from rising investment values and are negatively impacted when these values decrease. As a result of market conditions worsening during 2008, asset values declined across all asset types, and the estimated net asset valuations for CPA^®:14, CPA^®:15 and CPA^®:16 — Global as of December 31, 2008 declined as well, which has negatively impacted our asset management revenue during the nine months ended September 30, 2009. The estimated net asset valuations of the CPA^® REITs are based on a number of variables, including individual tenant credits, tenant defaults, lease terms, lending credit spreads, and foreign currency exchange rates, among other variables. We do not control these variables and, as such, cannot predict how these variables will change in the future.

CPA^®:14, CPA^®:15 and, to a lesser extent, CPA^®:16 — Global have experienced higher levels of share redemptions during 2008 and 2009, which consume cash. In June 2009, CPA^®:15’s board of directors approved the suspension of its redemption plan, effective for all redemption requests received subsequent to June 1, 2009. In September 2009, CPA^®:14’s board of directors approved the suspension of its redemption plan, effective for all redemption requests received subsequent to September 1, 2009. The suspensions will remain in effect until the boards of directors of CPA^®:14 and CPA^®:15, in their discretion, determine to reinstate the redemption plans. To date, however, the CPA^® REITs, including CPA^®:14 and CPA^®:15, have not experienced conditions that have affected their ability to continue to pay dividends.

Lease Expirations

As of the date of this Report, a significant amount of the leases in our own portfolio expire in 2011 and 2012. Based on annualized contractual lease revenue, lease expirations from our consolidated real estate investments for each of the next few years are as follows: 3% in the remainder of 2009, 16% in 2010, 13% in 2011 and 9% in 2012. Based on tenant activity during the nine months ended

W. P. Carey 9/30/2009 10-Q — 26

September 30, 2009, including lease amendments and early lease renewals, we currently expect lease revenue from our consolidated real estate investments will decrease by approximately 1.9% on an annualized basis. In addition, two or our largest equity investments in real estate based on lease revenue, Carrefour France, SAS and Medica-France, S.A., were renewed early at a combined 19% reduction on an annualized basis. We actively manage our portfolio and begin discussing options with tenants generally three years in advance of the scheduled lease expiration. In certain cases, we obtain lease renewals from our tenants. However, tenants may exercise purchase options rather than renew their leases, while in other cases we may seek replacement tenants or sell the property. We currently expect that most of our leases due to expire in the remainder of 2009 and 2010 will be renewed by our tenants, on what we believe are generally competitive terms given current market conditions. We expect that the leases will be mostly renewed with the existing tenants, which will allow us to avoid downtime, paying operating costs and paying for tenant improvements in most cases. On the other hand, we expect that a majority of the leases that are being renewed during the remainder of 2009 and 2010 will be at rents that are below the tenants’ existing contractual rent. Lease expirations may also affect the cash flow of certain of the CPA^® REITs, particularly CPA^®:14 and CPA^®:15.

Inflation and Foreign Exchange Rates

Our leases and those of the CPA^® REITs generally have rent adjustments based on formulas indexed to changes in the consumer price index (“CPI”) or other similar indices for the jurisdiction in which the property is located. Because these rent adjustments may be calculated based on changes in the CPI over a multi-year period, changes in inflation rates can have a delayed impact on our results of operations. Rent adjustments during 2008 and the nine months ended September 30, 2009 have generally benefited from increases in inflation rates during the years prior to the scheduled rent adjustment date. Current inflation rates in the U.S. and the Euro zone, which are historically low, will impact rent increases in our own portfolio and in the CPA^® REITs in coming years.

We have foreign investments and as a result are subject to risk from the effects of exchange rate movements. Our results of foreign operations benefit from a weaker U.S. dollar and are adversely affected by a stronger U.S. dollar relative to foreign currencies. Despite the weakening of the U.S. dollar during the third quarter of 2009, the average rate for the U.S. dollar in relation to the Euro strengthened by approximately 5% and 10% during the three and nine months ended September 30, 2009, respectively, in comparison to the same periods in 2008, resulting in a negative impact on our results of operations for Euro-denominated investments in the current year periods. Investments denominated in the Euro accounted for approximately 10% and 9% of our annualized lease revenues for the nine months ended September 30, 2009 and 2008, respectively, and 29% and 31% of aggregate lease revenues for the CPA^® REITs revenues for the nine month periods ended September 30, 2009 and 2008, respectively.

Carey Storage Transaction

In January 2009, Carey Storage completed a transaction whereby it received cash proceeds of $21.9 million, plus a commitment to invest up to a further $8.1 million of equity, from a third party to fund the purchase of self-storage assets in the future in exchange for a 60% interest in its self storage portfolio. Carey Storage incurred transaction-related costs totaling approximately $1.0 million in connection with this transaction. Because we have an option to repurchase this interest at fair value, we account for this transaction under the profit sharing method.

In connection with this transaction, Carey Storage repaid, in full, the $35.0 million outstanding balance on its secured credit facility at a discount for $28.0 million and recognized a gain of $7.0 million on the repayment of this debt, inclusive of the third party’s interest of $4.2 million. The debt repayment was financed with a portion of the proceeds from the exchange of the 60% interest and non-recourse debt with a new lender totaling $25.0 million, of which $18.0 million is secured by individual mortgages on seven of the self storage properties in the portfolio and $7.0 million is secured by individual mortgages on the other six self storage properties in the portfolio. The new financing bears interest at a fixed rate of 7% per annum and has a 10 year term with a rate reset after 5 years. The $7.0 million gain recognized on the debt repayment and the third party’s interest in this gain of $4.2 million are both reflected in Other income and expenses in the consolidated financial statements for the nine months ended September 30, 2009.

In August 2009, Carey Storage borrowed an additional $3.5 million that is collateralized by individual mortgages on seven of the self storage properties in the portfolio and distributed the proceeds to its profit sharing interest holders. This new loan has an annual fixed interest rate of 7.25% and has a term of 9.6 years with rate reset after 5 years. As part of this transaction, Carey Storage distributed $1.9 million to its third party investor, which has been reflected as a reduction of the profit sharing obligation.

We reflect our Carey Storage operations in our real estate ownership segment. Costs totaling $1.0 million incurred in structuring the transaction and bringing in a new investor into these operations are reflected in General and administrative expenses in our investment management segment.

W. P. Carey 9/30/2009 10-Q — 27

Results of Operations

We evaluate our results of operations by our two major business segments — investment management and real estate ownership. A summary of comparative results of these business segments is as follows:

Investment Management (in thousands)

	Three months ended September 30,									Nine months ended September 30,
	2009			2008			Change			2009			2008			Change
Revenues
Asset management revenue	$	19,106		$	20,205		$	(1,099	)	$	57,441		$	60,370		$	(2,929	)
Structuring revenue		5,476			10,818			(5,342	)		16,250			17,403			(1,153	)
Wholesaling revenue		1,869			1,517			352			4,426			4,145			281
Reimbursed costs from affiliates		13,503			11,303			2,200			33,747			32,749			998
		39,954			43,843			(3,889	)		111,864			114,667			(2,803	)
Operating Expenses
General and administrative		(13,987	)		(15,423	)		1,436			(44,513	)		(42,165	)		(2,348	)
Reimbursable costs		(13,503	)		(11,303	)		(2,200	)		(33,747	)		(32,749	)		(998	)
Depreciation and amortization		(1,124	)		(1,160	)		36			(2,758	)		(3,285	)		527
		(28,614	)		(27,886	)		(728	)		(81,018	)		(78,199	)		(2,819	)
Other Income and Expenses
Other interest income		394			586			(192	)		1,127			1,667			(540	)
(Loss) income from equity investments in CPA® REITs		(744	)		200			(944	)		(169	)		4,759			(4,928	)
Other income and (expenses)		102			—			102			297			1,850			(1,553	)
		(248	)		786			(1,034	)		1,255			8,276			(7,021	)
Income from continuing operations before income taxes		11,092			16,743			(5,651	)		32,101			44,744			(12,643	)
Provision for income taxes		(5,606	)		(5,846	)		240			(14,811	)		(20,186	)		5,375
Net income from investment management		5,486			10,897			(5,411	)		17,290			24,558			(7,268	)
Add: Net loss attributable to noncontrolling interests		592			645			(53	)		1,785			1,771			14
Less: Net income attributable to redeemable noncontrolling interests		(1,019	)		(341	)		(678	)		(1,357	)		(1,074	)		(283	)
Net income from investment management attributable to W. P. Carey members	$	5,059		$	11,201		$	(6,142	)	$	17,718		$	25,255		$	(7,537	)

Asset Management Revenue

We earn asset-based management and performance revenue from the CPA^® REITs based on the value of their real estate-related assets under management. This asset management revenue may increase or decrease depending upon (i) increases in the CPA^® REIT asset bases as a result of new investments; (ii) decreases in the CPA^® REIT asset bases as a result of sales of investments; (iii) increases or decreases in the annual estimated net asset valuations of CPA^® REIT funds (which are not recorded for financial reporting purposes); (iv) increases or decreases in distributions of available cash (for CPA^®:17 — Global only); and (v) whether the CPA^® REITs are meeting their performance criteria. The availability of funds for new investments is substantially dependent on our ability to raise funds for investment by the CPA^® REITs.

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, asset management revenue decreased by $1.1 million and $2.9 million, respectively, primarily due to a decline in the annual estimated net asset valuations of CPA^® REIT funds as described below.

W. P. Carey 9/30/2009 10-Q — 28

We obtain estimated net asset valuations for the CPA^® REITs on an annual basis and sometimes on an interim basis, which occurs generally in connection with our consideration of potential liquidity events. Currently, annual estimated net asset valuations are performed for CPA^®:14, CPA^®:15 and CPA^®:16 — Global. The following table presents recent estimated net asset valuations per share for these REITs:

	December 31,
	2008		2007
CPA®:14 (a)	$	13.00	$	14.50
CPA®:15		11.50		12.20
CPA®:16 — Global		9.80		10.00

(a) An interim valuation was performed for CPA^®:14 as of April 30, 2008 in connection with considering potential liquidity alternatives. This interim valuation resulted in an estimated net asset valuation of $14.00 per share.

Structuring Revenue

We earn structuring revenue when we structure and negotiate investments and debt placement transactions for the CPA^â REITs. Structuring revenue is dependent on investment activity, which is subject to significant period-to-period variation.

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, structuring revenue decreased by $5.3 million and $1.2 million, respectively, primarily due to lower investment volume in the current year periods. We structured real estate investments on behalf of the CPA^® REITs totaling $121.1 million and $355.4 million, respectively, for the three and nine months ended September 30, 2009, compared to $258.3 million and $383.7 million, respectively, for the comparable prior year periods. In addition, during the nine months ended September 30, 2008, we acquired $20.0 million of commercial mortgage backed securities on behalf of CPA^®:17 — Global, for which we earned structuring revenues of 1% compared to an average of 4.5% that we generally earn for structuring long-term net lease investments on behalf of the CPA^® REITs (Note 3).

Reimbursed and Reimbursable Costs

Reimbursed costs from affiliates (revenue) and reimbursable costs (expenses) represent costs incurred by us on behalf of the CPA^® REITs, consisting primarily of broker-dealer commissions and marketing and personnel costs, which are reimbursed by the CPA^® REITs. Revenue from reimbursed costs from affiliates is offset by corresponding charges to reimbursable costs and therefore has no impact on net income.

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, reimbursed and reimbursable costs increased by $2.2 million and $1.0 million, respectively, primarily due to increases in commissions paid to broker-dealers related to CPA^®:17 — Global’s initial public offering as funds raised during the three and nine months ended September 30, 2009 were higher than in the same periods in 2008.

General and Administrative

For the three months ended September 30, 2009 as compared to the same period in 2008, general and administrative expenses decreased by $1.4 million, primarily due to decreases in business development costs of $0.8 million and professional fees of $0.6 million.

For the nine months ended September 30, 2009 as compared to the same period in 2008, general and administrative expenses increased by $2.3 million, primarily due to increases in compensation-related costs of $3.1 million, underwriting costs of $0.8 million and office expenses of $0.5 million. These increases were partially offset by decreases in business development costs of $1.1 million and professional fees of $1.1 million. Compensation-related costs were higher in the current year period due to several factors, including an increase of $2.1 million in the amortization of stock-based compensation to key officers and directors and a $0.6 million increase in severance costs for terminated employees. Underwriting costs represent costs incurred in connection with CPA^®:17 — Global’s initial public offering, which commenced in December 2007. These underwriting costs were partially offset by wholesaling revenue, which we earn based on the number of shares of CPA^®:17 — Global sold. Although we incurred transaction-related costs totaling $1.0 million in connection with the Carey Storage transaction during the first quarter of 2009 (see Carey Storage Transaction above), professional fees overall were lower in the current year period primarily due to fees incurred in the prior year period in connection with the SEC settlement during the first quarter of 2008.

W. P. Carey 9/30/2009 10-Q — 29

(Loss) Income from Equity Investments in CPA ^® REITs

Income or loss from equity investments in CPA^® REITs represents our proportionate share of net income or loss (revenues less expenses) from our investments in the CPA^® REITs in which we have a non-controlling interest but exercise significant influence. Net income of the CPA^® REITs fluctuates based on the timing of transactions such as new leases, property sales and impairment charges.

For the three months ended September 30, 2009, we recognized a loss from equity investments in CPA^® REITs of $0.7 million as compared to income of $0.2 million in the same period 2008. The loss in the current year period was primarily due to impairment charges recognized by the CPA^® REITs totaling $54.1 million, as compared to impairment charges totaling $14.2 million recognized in the 2008 period. This factor was partially offset by net gains on sales of properties totaling $18.7 million recognized by the CPA^® REITs.

For the nine months ended September 30, 2009, we recognized a loss from equity investments in CPA^® REITs of $0.2 million as compared to income of $4.8 million in the same period in 2008. The loss in the current year period was primarily due to impairment charges recognized by the CPA^® REITs totaling $108.7 million, as compared to impairment charges totaling $14.2 million recognized in the 2008 period. In addition, the CPA^® REITs recognized income totaling $20.0 million during 2008 related to the advisor’s SEC settlement (Note 7). These factors were partially offset by the net gains recognized by the CPA^® REITs as described above.

Other Income and (Expenses)

Other income and (expenses) were insignificant for both the three months ended September 30, 2009 and 2008. For the nine months ended September 30, 2009 as compared to the same period in 2008, other income and (expenses) decreased by $1.6 million, primarily due to an insurance reimbursement in the second quarter of 2008 of certain professional services costs incurred in connection with the SEC investigation that we settled in the first quarter of 2008.

Provision for Income Taxes

For the nine months ended September 30, 2009 as compared to the same period in 2008, provision for income taxes decreased by $5.4 million. The reduction for the current year period was due to several factors, including international asset management revenue being taxed in a foreign jurisdiction beginning in the third quarter of 2008 and a reduction in the amount of shares in the CPA^® REITs that we hold in taxable subsidiaries.

Net Income from Investment Management Attributable to W. P. Carey Members

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, the resulting net income from investment management attributable to W. P. Carey members decreased by $6.1 million and $7.5 million, respectively.

W. P. Carey 9/30/2009 10-Q — 30

Real Estate Ownership (in thousands)

	Three months ended September 30,									Nine months ended September 30,
	2009			2008			Change			2009			2008			Change
Revenues
Lease revenues	$	17,448		$	18,816		$	(1,368	)	$	52,690		$	57,187		$	(4,497	)
Other real estate income		3,768			3,834			(66	)		11,672			10,261			1,411
		21,216			22,650			(1,434	)		64,362			67,448			(3,086	)
Operating Expenses
General and administrative		(983	)		(1,590	)		607			(3,733	)		(6,077	)		2,344
Depreciation and amortization		(4,812	)		(5,133	)		321			(15,590	)		(15,175	)		(415	)
Property expenses		(2,236	)		(1,734	)		(502	)		(6,235	)		(5,267	)		(968	)
Impairment charges		(2,390	)		—			(2,390	)		(4,090	)		—			(4,090	)
Other real estate expenses		(1,758	)		(1,989	)		231			(5,596	)		(6,204	)		608
		(12,179	)		(10,446	)		(1,733	)		(35,244	)		(32,723	)		(2,521	)
Other Income and Expenses
Other interest income		76			166			(90	)		151			526			(375	)
Income from equity investments in real estate		3,667			2,072			1,595			10,035			6,158			3,877
Gain on sale of investment in direct financing lease		—			1,103			(1,103	)		—			1,103			(1,103	)
Other income and (expenses)		149			(1,566	)		1,715			3,235			1,243			1,992
Interest expense		(3,889	)		(5,004	)		1,115			(11,600	)		(14,579	)		2,979
		3			(3,229	)		3,232			1,821			(5,549	)		7,370
Income from continuing operations before income taxes		9,040			8,975			65			30,939			29,176			1,763
Provision for income taxes		(412	)		7			(419	)		(1,127	)		(219	)		(908	)
Income from continuing operations		8,628			8,982			(354	)		29,812			28,957			855
Income (loss) from discontinued operations		70			(578	)		648			(267	)		3,128			(3,395	)
Net income from real estate ownership		8,698			8,404			294			29,545			32,085			(2,540	)
Less: Net income attributable to noncontrolling interests		(406	)		(407	)		1			(1,226	)		(1,193	)		(33	)
Net income from real estate ownership attributable to W. P. Carey members	$	8,292		$	7,997		$	295		$	28,319		$	30,892		$	(2,573	)

Management’s evaluation of the sources of lease revenues is as follows (in thousands):

	Nine months ended September 30,
	2009		2008
Rental income	$	44,754	$	48,816
Interest income from direct financing leases		7,936		8,371
	$	52,690	$	57,187

W. P. Carey 9/30/2009 10-Q — 31

During the nine months ended September 30, 2009 and 2008, we earned net lease revenues (i.e., rental income and interest income from direct financing leases) from our direct ownership of real estate from the following lease obligations (in thousands):

	Nine months ended September 30,
	2009		2008
Bouygues Telecom, S.A. (a) (b)	$	4,712	$	4,828
CheckFree Holdings, Inc. (b) (c)		3,714		3,609
Daimler Trucks North America LLC		3,476		3,476
The American Bottling Company		3,445		3,412
Titan Corporation		2,185		2,185
Orbital Sciences Corporation (d)		2,078		2,267
AutoZone, Inc.		1,658		1,675
Lucent Technologies, Inc.		1,496		1,496
Sybron Dental Specialties Inc. (c)		1,466		1,328
Quebecor Printing, Inc.		1,445		1,455
Bell South Telecommunications, Inc.		1,281		1,286
Unisource Worldwide, Inc.		1,252		1,259
Werner Corporation		1,210		1,220
BE Aerospace, Inc.		1,181		1,181
CSS Industries, Inc.		1,177		1,177
Eagle Hardware & Garden, a subsidiary of Lowe’s Companies (c)		1,169		1,069
Career Education Corporation		1,126		1,126
Enviro Works, Inc.		1,084		1,060
Sprint Spectrum, L.P.		1,068		1,068
Other (a)		16,467		21,010
	$	52,690	$	57,187

(a)	Revenue amounts are subject to fluctuations in foreign currency exchange rates. The average rate for the U.S. dollar in relation to the Euro during the nine months ended September 30, 2009 strengthened by approximately 10% in comparison to the same period in 2008, resulting in a negative impact on lease revenue for our Euro-denominated investments in the current year period.
(b)	Lease revenues applicable to noncontrolling interests in the consolidated amounts above totaled $2.7 million for each of the nine months ended September 30, 2009 and 2008, respectively.
(c)	Increase was due to CPI-based (or equivalent) rent increase.
(d)	Decrease was due to recent lease restructuring.

W. P. Carey 9/30/2009 10-Q — 32

We recognize income from equity investments in real estate, of which lease revenues are a significant component. During the nine months ended September 30, 2009 and 2008, net lease revenues from these ventures are presented below. Amounts provided are the total amounts attributable to the ventures and do not represent our proportionate share (dollars in thousands):

	Ownership Interest			Nine months ended September 30,
Lessee	at September 30, 2009			2009		2008
Carrefour France, SAS (a)		46	%	$	15,249	$	16,581
The New York Times Company (b)		18	%		15,035		—
Federal Express Corporation		5	%		5,476		5,213
Medica — France, S.A. (a)		46	%		5,169		5,519
Schuler A.G. (a)		18	%		4,821		5,263
Information Resources, Inc.		34	%		3,729		3,729
Amylin Pharmaceuticals, Inc. (formerly Sicor, Inc.)		50	%		2,541		2,507
Hologic, Inc.		36	%		2,505		2,488
U. S. Airways Group, Inc. (c)		75	%		2,425		—
Consolidated Systems, Inc.		60	%		1,373		1,373
Childtime Childcare, Inc.		33	%		1,000		939
The Retail Distribution Group (d)		40	%		754		606
				$	60,077	$	44,218

(a)	Revenue amounts are subject to fluctuations in foreign currency exchange rates.
(b)	We acquired our interest in this investment in March 2009.
(c)	In the third quarter of 2009, we recorded an adjustment to record this entity on the equity method. This entity had previously been accounted for under a proportionate consolidation method (Note 2). For the nine months ended September 30, 2008, this entity recorded lease revenues of $2.3 million
(d)	Increase was due to CPI-based (or equivalent) rent increase.

The above table does not reflect our share of interest income from our 5% interest in a venture that acquired a note receivable in April 2007. The venture recognized interest income of $19.9 million and $28.8 million for the nine months ended September 30, 2009 and 2008, respectively. This amount represents total amount attributable to the entire venture, not our proportionate share, and is subject to fluctuations in the exchange rate of the Euro.

Lease Revenues

Our net leases generally have rent adjustments based on formulas indexed to changes in the CPI or other similar indices for the jurisdiction in which the property is located, sales overrides or other periodic increases, which are designed to increase lease revenues in the future. We own international investments, and lease revenues from these investments are subject to fluctuations in exchange rate movements in foreign currencies.

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, lease revenues decreased by $1.4 million and $4.5 million, respectively, primarily due to the impact of recent activity, including lease restructurings, lease expirations and property sales, which resulted in reductions to lease revenues of $0.8 million and $3.0 million, respectively. An out of period adjustment as described in Note 2 resulted in decreases of $0.8 million and $2.4 million to lease revenues. In addition, fluctuations in foreign currency exchange rates had a negative effect on lease revenues of $0.1 million and $0.4 million, respectively. These decreases were partially offset by scheduled rent increases at several properties totaling $0.3 million and $1.0 million, respectively.

Other Real Estate Income

Other real estate income generally consists of revenue from Carey Storage, a subsidiary that invests in domestic self-storage properties, and Livho, a subsidiary that operates a Radisson hotel franchise in Livonia, Michigan. Other real estate income also includes lease termination payments and other non-rent related revenues from real estate ownership including, but not limited to, settlements of claims against former lessees. We receive settlements in the ordinary course of business; however, the timing and amount of settlements cannot always be estimated.

For the three months ended September 30, 2009 as compared to the same period in 2008, other real estate income was substantially the same. For the nine months ended September 30, 2009 as compared to the same period in 2008, other real estate income increased by $1.4 million, primarily due to higher lease termination income.

W. P. Carey 9/30/2009 10-Q — 33

General and Administrative

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, general and administrative expenses decreased by $0.6 million and $2.3 million, respectively, primarily due to decreases in professional expenses of $0.4 million and $1.5 million, respectively, and business development costs of $0.1 million and $0.4 million, respectively. Professional fees include auditing and consulting services associated with our real estate ownership as well as legal fees associated with our real estate operations. Professional fees in 2008 reflected costs incurred in connection with opening our Amsterdam office.

Property Expenses

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, property expenses increased by $0.5 million and $1.0 million, respectively, primarily due to increases in reimbursable tenant costs of $0.2 million and $0.7 million, respectively. Actual recoveries of reimbursable tenant costs are recorded as both revenue and expense and therefore have no impact on net income. In addition, other property-related expenses, including property taxes, utilities and uncollected rent expenses, increased by $0.1 million and $0.3 million during the three and nine months ended September 30, 2009, respectively, as a result of lease expirations and an overall increase in tenants who are experiencing financial difficulty.

Impairment Charges

For the three and nine months ended September 30, 2009, we recognized impairment charges of $2.4 million and $4.1 million, respectively, to reduce the carrying values of several domestic properties to their estimated fair values, which reflects their current expected selling prices (Note 4).

Income from Equity Investments in Real Estate

Income from equity investments in real estate represents our proportionate share of net income (revenue less expenses) from investments entered into with affiliates or third parties in which we have a noncontrolling interest but exercise significant influence.

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, income from equity investments in real estate increased by $1.6 million and $3.9 million, respectively. These increases were due to our investment in The New York Times transaction in March 2009, which contributed income of $1.1 million and $2.6 million for the three and nine months ended September 30, 2009, respectively. In addition, during the third quarter of 2009 we recorded income of $0.5 million and $1.2 million from an equity investment that had previously been accounted for under a proportionate consolidation method (Note 2).

Gain on Sale of Investment in Direct Financing Lease

In August 2008, we sold our investment in a direct financing lease for $5.0 million, net of selling costs, and recognized a net gain on sale of $1.1 million.

Other Income and (Expenses)

For the three months ended September 30, 2009, we recognized other income of $0.1 million, compared to other expenses of $1.6 million in the same prior year period. The other expenses in the prior year were primarily due to unrealized losses recognized on foreign currency transactions as a result of changes in foreign currency exchange rates on notes receivable from international subsidiaries.

For the nine months ended September 30, 2009, we recognized other income of $3.2 million, compared to other income of $1.2 million in the same period in 2008. The other income in 2009 was primarily comprised of the $7 million gain recognized by our subsidiary, Carey Storage, on the repayment of its $35 million outstanding balance on its secured credit facility for $28 million. This gain was partially offset by the other party’s profit sharing interest in the gain totaling $4.2 million (see Carey Storage Transaction above). The other income in 2008 was primarily due to realized foreign currency transaction gains arising on the repatriation of cash from foreign operations.

Interest Expense

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, interest expense decreased by $1.1 million and $3.0 million, respectively, primarily due to decreases of $0.4 million and $1.3 million, respectively, resulting from Carey Storage’s repayment of its $35.0 million outstanding balance on its secured credit facility in January 2009. In addition, interest expense on our line of credit decreased by $0.5 million and $0.8 million during the three and nine months ended September 30, 2009, respectively, compared to the same periods in 2008, primarily due to a lower average annual interest rate, partially offset by a higher average outstanding balance during the current year periods. The weighted average annual interest rate on advances on the line of credit at September 30, 2009 was 1.0%, compared to 3.8% at September 30, 2008. An out of period adjustment as described in Note 2

W. P. Carey 9/30/2009 10-Q — 34

also resulted in reductions of $0.2 million and $0.7 million in interest expense for the three and nine months ended September 30, 2009, respectively.

Income (loss) from discontinued operations

For the three months ended September 30, 2009 and 2008, we recognized income (loss) from discontinued operations of $0.1 million and $(0.6) million, respectively, related to three properties that were sold during 2009. The loss in 2008 includes an impairment charge of $0.5 million.

For the nine months ended September 30, 2009 and 2008, we recognized income (loss) from discontinued operations of $(0.3) million and $3.1 million, respectively. The loss in 2009 includes the recognition of impairment charges totaling $0.6 million, partially offset by a net gain of $0.3 million on the sale of three properties. Income from discontinued operations in 2008 was primarily due to a litigation settlement of $3.8 million received from a former tenant, partially offset by an impairment charge of $0.5 million.

Net Income from Real Estate Ownership Attributable to W. P. Carey Members

For the three and nine months ended September 30, 2009 as compared to the same periods in 2008, the resulting net income from real estate ownership attributable to W. P. Carey members increased by $0.3 million and decreased by $2.6 million, respectively.

Financial Condition

Sources and Uses of Cash during the Period

Our cash flows fluctuate period to period due to a number of factors, which may include, among other things, the nature and timing of receipts of transaction-related and performance revenue, the performance of the CPA^® REITs relative to their performance criteria, the timing of purchases and sales of real estate, timing of proceeds from non-recourse mortgage loans and receipt of lease revenue, the timing and characterization of distributions from equity investments in real estate and the CPA^® REITs, the timing of certain payments, and the receipt of the annual installment of deferred acquisition revenue and interest thereon in the first quarter from certain of the CPA^® REITs. Despite this fluctuation, we believe that we will generate sufficient cash from operations and from equity distributions in excess of equity income in real estate to meet our short-term and long-term liquidity needs. We may also use existing cash resources, the proceeds of non-recourse mortgage loans, unused capacity on our line of credit and the issuance of additional equity securities to meet such needs. We assess our ability to access capital on an ongoing basis. Our sources and uses of cash during the period are described below.

Operating Activities

During the nine months ended September 30, 2009, we used our cash flow from operations along with existing cash resources and borrowings under our line of credit to fund distributions to shareholders and make purchases of common stock under a share repurchase program that ended in March 2009.

During the nine months ended September 30, 2009, we received revenue of $27.9 million from providing asset-based management services to the CPA^® REITs. This amount does not include revenue received from the CPA^® REITs through the issuance of their restricted common stock rather than paying cash (see below). We also received revenue of $9.2 million in connection with structuring investments and debt refinancing on behalf of the CPA^® REITs. In January 2009, we received $21.8 million related to the annual installment of deferred acquisition revenue from CPA^®:14, CPA^®:15 and CPA^®:16 — Global. We receive deferred acquisition revenue from CPA^®:17 — Global on a quarterly basis, of which $1.4 million was received during the nine months ended September 30, 2009.

In 2009, we elected to continue to receive all performance revenue from CPA^®:16 — Global as well as asset management revenue from CPA^®:17 — Global in restricted shares rather than cash. However, for CPA^®:14 and CPA^®:15, we have elected to receive 80% of all performance revenue in restricted shares, with the remaining 20% payable in cash, which benefited operating cash flow by $3.8 million during the nine months ended September 30, 2009.

During the nine months ended September 30, 2009, our real estate ownership provided cash flows (contractual lease revenues, net of property-level debt service) of approximately $38.8 million.

Investing Activities

Our investing activities are generally comprised of real estate related transactions (purchases and sales) and capitalized property related costs. During the nine months ended September 30, 2009, we used $39.6 million to finance our portion of The New York Times transaction (Note 5) and $6.1 million to make capital improvements to existing properties. Cash inflows during this period included proceeds from Carey Storage’s transfer of a 60% interest in its self storage portfolio for $21.9 million and distributions from equity investments in real estate and CPA^® REITs in excess of equity income of $33.9 million, inclusive of distributions of $21.2

W. P. Carey 9/30/2009 10-Q — 35

million received from The New York Times venture in connection with its recent mortgage financing. In addition, during the nine months ended September 30, 2009, we received proceeds of $6.9 million from the sale of three domestic properties.

Financing Activities

During the nine months ended September 30, 2009, we paid distributions to shareholders, noncontrolling interests and profit sharing interest totaling $68.7 million and paid scheduled mortgage principal installments of $7.5 million. We also refinanced a maturing non-recourse mortgage loan of $11.9 million with new non-recourse mortgage financing of $14.0 million that is scheduled to mature in 2019. Borrowings under our line of credit increased overall by $19.0 million since December 31, 2008 and were comprised of gross borrowings of $116.5 million and repayments of $97.5 million. Borrowings under our line of credit were used for several purposes, including to finance our portion of The New York Times transaction in March 2009 (Note 5), which was partially repaid when we obtained secured financing for The New York Times property in August 2009. In addition, Carey Storage repaid, in full, the $35.0 million outstanding balance on its secured credit facility at a discount for $28.0 million. In connection with this loan repayment, Carey Storage obtained non-recourse mortgage loans totaling $28.5 million that are secured by individual mortgages on the thirteen self storage properties in the Carey Storage portfolio. In connection with our share repurchase programs, we repurchased shares totaling $10.7 million during the nine months ended September 30, 2009, with the most recent program ending in March 2009.

Summary of Financing

The table below summarizes our non-recourse long-term debt and credit facilities as of September 30, 2009 and December 31, 2008, (dollars in thousands):

	September 30, 2009			December 31, 2008
Balance
Fixed rate	$	150,507		$	169,425
Variable rate (a)		169,514			157,449
	$	320,021		$	326,874
Percent of total debt
Fixed rate		47	%		52	%
Variable rate (a)		53	%		48	%
		100	%		100	%
Weighted average interest rate at end of period
Fixed rate		6.2	%		6.3	%
Variable rate (a)		2.9	%		3.3	%

(a) Variable rate debt as of September 30, 2009 included (i) $100.0 million outstanding under our line of credit, (ii) $9.5 million that has been effectively converted to a fixed rate through an interest rate swap derivative instrument (Note 9) and (iii) $55.0 million in mortgage obligations that bore interest at fixed rates but that have interest rate reset features that may change the interest rates to then-prevailing market fixed rates (subject to specified caps) at certain points during their term. No interest rate resets or expirations of interest rate swaps or caps are scheduled to occur in the next twelve months.

Cash Resources

As of September 30, 2009, our cash resources consisted of the following:

- Cash and cash equivalents totaling $19.0 million. Of this amount, $5.7 million, at then current exchange rates, was held in foreign bank accounts, and we could be subject to restrictions or significant costs should we decide to repatriate these amounts;

- A line of credit with unused capacity of $150.0 million, all of which is available to us and may also be used to loan funds to our affiliates. Our lender has issued letters of credit totaling $7.0 million on our behalf in connection with certain contractual obligations, which reduce amounts that may be drawn under this facility; and

- We also had unleveraged properties that had an aggregate carrying value of $255.6 million although, given the current economic environment, there can be no assurance that we would be able to obtain financing for these properties.

Our cash resources can be used for working capital needs and other commitments and may be used for future investments. We continue to evaluate financing options, such as obtaining non-recourse financing on our unleveraged properties. Any financing obtained may be used for working capital objectives and/or may be used to pay down existing debt balances. A summary of our secured and unsecured credit facilities is provided below (in thousands):

W. P. Carey 9/30/2009 10-Q — 36

	September 30, 2009				December 31, 2008
	Outstanding		Maximum		Outstanding		Maximum
	Balance		Available		Balance		Available
Line of credit	$	100,000	$	250,000	$	81,000	$	250,000
Secured credit facility		N/A		N/A		35,009		35,009
	$	100,000	$	250,000	$	116,009	$	285,009

Line of credit

We have a $250.0 million revolving line of credit that matures in June 2011. Pursuant to its terms, the line of credit can be increased up to $300.0 million at the discretion of the lenders and, at our discretion, can be extended for an additional year subject to satisfying certain conditions and the payment of an extension fee equal to 0.125% of the total commitments under the facility at that time.

The line of credit provides for an annual interest rate, at our election, of either (i) LIBOR plus a spread that ranges from 75 to 120 basis points depending on our leverage or (ii) the greater of the lender’s prime rate and the Federal Funds Effective Rate plus 50 basis points. At September 30, 2009, the average interest rate on advances under the line of credit was 1.0%. In addition, we pay an annual fee ranging between 12.5 and 20 basis points of the unused portion of the line of credit, depending on our leverage ratio. Based on our leverage ratio at September 30, 2009, we paid interest at LIBOR plus 75 basis points and paid 12.5 basis points on the unused portion of the line of credit. The line of credit has financial covenants that among other things require us to maintain a minimum equity value, restrict the amount of distributions we can pay and requires us to meet or exceed certain operating and coverage ratios. We were in compliance with these covenants as of September 30, 2009.

Secured credit facility

Carey Storage had a credit facility for up to $105.0 million that provided for advances through March 8, 2008, after which no more additional borrowings were available; however, pursuant to the terms of the credit facility, we exercised an option in December 2008 to extend the credit facility for an additional year. In January 2009, Carey Storage repaid the $35.0 million outstanding under this credit facility at a discount for $28.0 million and terminated the facility (Note 4).

Cash Requirements

During the next twelve months, we expect that cash payments will include paying distributions to shareholders and partners who hold noncontrolling interests in entities we control and making scheduled mortgage principal payments, including mortgage balloon payments totaling $11.6 million, as well as other normal recurring operating expenses.

We expect to fund future investments, any capital expenditures on existing properties and scheduled debt maturities on non-recourse mortgages through the use of our cash reserves or unused amounts on our line of credit.

Off-Balance Sheet Arrangements and Contractual Obligations

The table below summarizes our off-balance sheet arrangements and contractual obligations as of September 30, 2009 and the effect that these arrangements and obligations are expected to have on our liquidity and cash flow in the specified future periods (in thousands):

			Less than						More than
	Total		1 year		1-3 years		3-5 years		5 years
Non-recourse debt — Principal	$	220,021	$	21,302	$	36,914	$	38,192	$	123,613
Line of credit — Principal		100,000		—		100,000		—		—
Interest on borrowings (a)		71,041		13,681		22,689		15,758		18,913
Operating and other lease commitments (b)		29,376		3,106		6,269		6,335		13,666
Property improvements (c)		1,155		1,155		—		—		—
Other commitments (d)		149		149		—		—		—
	$	421,742	$	39,393	$	165,872	$	60,285	$	156,192

(a)	Interest on variable rate debt obligations was calculated using the applicable annual variable interest rates and balances outstanding as of September 30, 2009.
(b)	Operating and other lease commitments consist primarily of the total minimum rents payable on the lease for our principal offices. We are reimbursed by affiliates for their share of the future minimum rents under an office cost-sharing agreement. These amounts are allocated among the entities based on gross revenues and are adjusted quarterly. The table above excludes the rental

W. P. Carey 9/30/2009 10-Q — 37

	obligation under a ground lease of a venture in which we own a 46% interest. This obligation totals approximately $3.2 million over the lease term through January 2063.
(c)	Represents remaining commitments to fund certain property improvements.
(d)	Includes estimates for accrued interest and penalties related to uncertain tax positions and a commitment to contribute capital to an investment in India.

Amounts in the table above related to our foreign operations are based on the exchange rate of the Euro as of September 30, 2009. As of September 30, 2009, we had no material capital lease obligations for which we are the lessee, either individually or in the aggregate.

We have investments in unconsolidated ventures that own single-tenant properties net leased to corporations. All of the underlying investments are owned with our affiliates. Summarized financial information for these ventures and our ownership interest in the ventures at September 30, 2009 are presented below. Summarized financial information provided represents the total amounts attributable to the ventures and does not represent our proportionate share (dollars in thousands):

	Ownership Interest					Total Third
Lessee	at September 30, 2009			Total Assets		Party Debt		Maturity Date
Federal Express Corporation		5	%		50,225		40,129	1/2011
Information Resources, Inc.		34	%		47,837		21,972	1/2011
Childtime Childcare, Inc.		33	%		10,481		6,465	1/2011
U. S. Airways Group, Inc. (a)		75	%		25,197		14,966	4/2014
The New York Times Company (b)		33	%		368,281		119,750	9/2014
Carrefour France, SAS (c)		46	%		156,649		121,154	12/2014
Consolidated Systems, Inc.		60	%		17,799		11,579	11/2016
Amylin Pharmaceuticals, Inc. (formerly Sicor, Inc.) (d)		50	%		18,351		35,350	7/2017
Medica — France, S.A. (c)		46	%		53,326		42,152	10/2017
Hologic, Inc.		36	%		28,533		15,065	5/2023
Schuler A.G. (c)		18	%		77,115		—	N/A
The Retail Distribution Group (e)		40	%		6,423		—	N/A
				$	860,217	$	428,582

(a)	In the third quarter of 2009, we recorded an adjustment to record this entity on the equity method that had previously been accounted under a proportionate consolidation method (Note 2).
(b)	We acquired our interest in this investment in March 2009.
(c)	Dollar amounts shown are based on the exchange rate of the Euro as of September 30, 2009.
(d)	In 2007, this venture refinanced its existing non-recourse mortgage debt for new non-recourse financing of $35.4 million based on the appraised value of the underlying real estate of the venture and distributed the proceeds to the venture partners..
(e)	In July 2009, this venture repaid a maturing non-recourse mortgage loan of $5.4 million.

The table above does not reflect our acquisition in April 2007 of a 5% interest in a venture that made a loan (the “note receivable”) to the holder of a 75% interest in a limited partnership owning 37 properties throughout Germany at a total cost of $336.0 million. In connection with this transaction, the venture obtained non-recourse financing of $284.9 million having a fixed annual interest rate of 5.5% and a term of 10 years. Under the terms of the note receivable, the venture will receive interest that approximates 75% of all income earned by the limited partnership, less adjustments. All amounts are based on the exchange rate of the Euro at the date of acquisition.

In connection with the purchase of many of our properties, we required the sellers to perform environmental reviews. We believe, based on the results of these reviews, that our properties were in substantial compliance with Federal and state environmental statutes at the time the properties were acquired. However, portions of certain properties have been subject to some degree of contamination, principally in connection with leakage from underground storage tanks, surface spills or historical on-site activities. In most instances where contamination has been identified, tenants are actively engaged in the remediation process and addressing identified conditions. Tenants are generally subject to environmental statutes and regulations regarding the discharge of hazardous materials and any related remediation obligations. In addition, our leases generally require tenants to indemnify us from all liabilities and losses related to the leased properties with provisions of such indemnification specifically addressing environmental matters. The leases generally include provisions that allow for periodic environmental assessments, paid for by the tenant, and allow us to extend leases until such time as a

W. P. Carey 9/30/2009 10-Q — 38

tenant has satisfied its environmental obligations. Certain of our leases allow us to require financial assurances from tenants, such as performance bonds or letters of credit, if the costs of remediating environmental conditions are, in our estimation, in excess of specified amounts. Accordingly, we believe that the ultimate resolution of environmental matters should not have a material adverse effect on our financial condition, liquidity or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market Risk

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates and equity prices. The primary risks to which we are exposed are interest rate risk and foreign currency exchange risk. We are also exposed to market risk as a result of concentrations in certain tenant industries.

We do not generally use derivative instruments to manage foreign currency exchange rate risk exposure and do not use derivative instruments to hedge credit/market risks or for speculative purposes.

Interest Rate Risk

The value of our real estate and related fixed rate debt obligations is subject to fluctuations based on changes in interest rates. The value of our real estate is also subject to fluctuations based on local and regional economic conditions and changes in the creditworthiness of lessees, all of which may affect our ability to refinance property-level mortgage debt when balloon payments are scheduled. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political conditions, and other factors beyond our control. An increase in interest rates would likely cause the value of our owned and managed assets to decrease, which would create lower revenues from managed assets and lower investment performance for the managed funds. Increases in interest rates may also have an impact on the credit profile of certain tenants.

We are exposed to the impact of interest rate changes primarily through our borrowing activities. To limit this exposure, we attempt to obtain mortgage financing on a long-term, fixed rate basis. However, from time to time, we or our venture partners may obtain variable rate non-recourse mortgage loans and may enter into interest rate swap agreements or interest rate cap agreements with lenders that effectively convert the variable rate debt service obligations of the loan to a fixed rate. Interest rate swaps are agreements in which one party exchanges a stream of interest payments for a counterparty’s stream of cash flow over a specific period, and interest rate caps limit the effective borrowing rate of variable rate debt obligations while allowing participants to share in downward shifts in interest rates. These interest rate swaps and caps are derivative instruments designated as cash flow hedges on the forecasted interest payments on the debt obligation. The notional, or face, amount on which the swaps or caps are based is not exchanged. Our objective in using these derivatives is to limit our exposure to interest rate movements. At September 30, 2009, we estimate that the fair value of our interest rate swaps and interest rate caps, which are included in Other assets, net and Accounts payable, accrued expenses and other liabilities in the consolidated financial statements, was a net liability of $0.3 million (Note 9).

At September 30, 2009, a significant portion (approximately 67%) of our long-term debt either bore interest at fixed rates, was swapped or capped to a fixed rate, or bore interest at fixed rates that were scheduled to convert to then-prevailing market fixed rates at certain future points during their term. The estimated fair value of these instruments is affected by changes in market interest rates. The annual interest rates on our fixed rate debt at September 30, 2009 ranged from 4.9% to 8.1%. The annual interest rates on our variable rate debt at September 30, 2009 ranged from 1.5% to 7.3%. Our debt obligations are more fully described in Financial Condition above. The following table presents principal cash flows based upon expected maturity dates of our debt obligations at September 30, 2009 (in thousands):

	2009		2010		2011		2012		2013		Thereafter		Total		Fair value
Fixed rate debt	$	2,069	$	13,016	$	26,206	$	31,775	$	2,678	$	74,763	$	150,507	$	143,719
Variable rate debt	$	5,609	$	2,529	$	102,704	$	2,757	$	2,909	$	53,006	$	169,514	$	162,548

The estimated fair value of our fixed rate debt and our variable rate debt that bears interest at fixed rates or has effectively been converted to a fixed rate through the use of interest rate swaps or caps at September 30, 2009 is affected by changes in interest rates. A decrease or increase in interest rates of 1% would change the estimated fair value of such debt by an aggregate increase of $11.1 million or an aggregate decrease of $10.5 million, respectively. Annual interest expense on our unhedged variable rate debt that does not bear interest at fixed rates at September 30, 2009 would increase or decrease by $1.1 million for each respective 1% change in annual interest rates. As more fully described in Summary of Financing in Item 2 above, a portion of the debt classified as variable rate debt in the tables above bore interest at fixed rates at September 30, 2009 but has interest rate reset features that will change the fixed interest rates to then-prevailing market fixed rates at certain points during their term. Such debt is generally not subject to short-term fluctuations in interest rates.

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Foreign Currency Exchange Rate Risk

We own investments in the European Union, and as a result we are subject to risk from the effects of exchange rate movements of foreign currencies, primarily the Euro, which may affect future costs and cash flows. We manage foreign currency exchange rate movements by generally placing both our debt obligations to the lender and the tenant’s rental obligations to us in the same currency. We are generally a net receiver of the foreign currency (we receive more cash than we pay out), and therefore our foreign operations benefit from a weaker U.S. dollar, and are adversely affected by a stronger U.S. dollar, relative to the Euro. For the nine months ended September 30, 2009, we recognized net realized and unrealized foreign currency gains of $0.1 million and $0.3 million, respectively. These gains are included in the consolidated financial statements and were primarily due to changes in the value of the Euro on accrued interest receivable on notes receivable from wholly-owned subsidiaries.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures include our controls and other procedures designed to provide reasonable assurance that information required to be disclosed in this and other reports filed under the Securities Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to management, including our chief executive officer and acting chief financial officer, to allow timely decisions regarding required disclosure and to ensure that such information is recorded, processed, summarized and reported within the required time periods specified in the SEC’s rules and forms. It should be noted that no system of controls can provide complete assurance of achieving a company’s objectives and that future events may impact the effectiveness of a system of controls.

Our chief executive officer and acting chief financial officer, after conducting an evaluation, together with members of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2009, have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of September 30, 2009 at a reasonable level of assurance.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

Item 6. Exhibits

Exhibit No.		Description	Method of Filing
	10.1	Amended and Restated Advisory Agreement dated as of October 1, 2009 between Corporate Property Associates 14 Incorporated and Carey Asset Management Corp.	Filed herewith
	10.2	Amended and Restated Advisory Agreement dated as of October 1, 2009 between Corporate Property Associates 15 Incorporated and Carey Asset Management Corp.	Filed herewith
	10.3	Amended and Restated Advisory Agreement dated as of October 1, 2009 between Corporate Property Associates 16 — Global Incorporated and Carey Asset Management Corp.	Filed herewith
	10.4	Amended and Restated Advisory Agreement dated as of October 1, 2009 between Corporate Property Associates 17 — Global Incorporated and Carey Asset Management Corp.	Filed herewith
	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith
	32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed herewith

W. P. Carey 9/30/2009 10-Q — 40

SIGNATURES

Pursuant to the requirements 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.

		W. P. Carey & Co. LLC
Date: 11/6/2009	By:	/s/ Mark J. DeCesaris
		Mark J. DeCesaris
		Managing Director and Acting Chief Financial Officer (Principal Financial Officer)
Date: 11/6/2009	By:	/s/ Thomas J. Ridings, Jr.
		Thomas J. Ridings, Jr.
		Executive Director and Chief Accounting Officer (Principal Accounting Officer)

W. P. Carey 9/30/2009 10-Q — 41

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of October 1, 2009, is between CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED, a Maryland corporation (the “Company”), and CAREY ASSET MANAGEMENT CORP., a Delaware corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Company intends to qualify as a REIT (as defined below), and to invest its funds in investments permitted by the terms of any prospectus pursuant to which it raised equity capital and Sections 856 through 860 of the Code (as defined below);

WHEREAS, the Company and the Advisor entered into an initial advisory agreement, dated November 10, 1997, which has been subsequently amended and restated;

WHEREAS, the Company desires to continue to avail itself of the experience, sources of information, advice and assistance of, and certain facilities available to, 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 of the Company, 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 conditions hereinafter set forth; and

WHEREAS, the parties desire to further amend and restate their mutual agreements as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms have the definitions hereinafter indicated:

“2%/25% Guidelines.” The requirement, as provided for in Section 13 hereof, that, in the 12-month period ending on the last day of any fiscal quarter, Operating Expenses not exceed the greater of two percent of Average Invested Assets during such 12-month period or 25% of the Company’s Adjusted Net Income over the same 12-month period.

Acquisition Expense. To the extent not paid or to be paid by the seller or lessee in the case of a Property or the borrower in the case of a Loan, those expenses, including but not limited to travel and communications expenses, the cost of appraisals, title insurance, nonrefundable option payments on Property not acquired, legal fees and expenses, accounting fees and expenses and miscellaneous expenses, related to selection, acquisition and origination of Properties and Loans, whether or not a particular Property or Loan ultimately is acquired or originated. Acquisition Expenses shall not include Acquisition Fees.

Acquisition Fee. Any fee or commission (including any interest thereon) paid by the Company to the Advisor or, with respect to Section 9(d), by the Company to any party, in connection with the making or investing in Loans and the purchase, development or construction of Properties by the Company. A

Development Fee or a Construction Fee paid to a Person not affiliated with the Sponsor in connection with the actual development or construction of a project after acquisition of the Property by the Company shall not be deemed an Acquisition Fee. Acquisition Fees include, but are not limited to, any real estate commission, selection fee, development fee (other than as described above) or any fee of a similar nature, however designated. Acquisition Fees include Subordinated Acquisition Fees unless the context otherwise requires. Acquisition Fees shall not include Acquisition Expenses.

Adjusted Invested Assets. The average during any period of the aggregate historical cost, or to the extent available for a particular asset, the most recent Appraised Value, of the Investment Assets of the Company, before accumulated reserves for depreciation or bad debt allowances or other similar non-cash reserves, computed (unless otherwise specified) by taking the average of such values at the end of each month during such period.

Adjusted Investor Capital. As of any date, the Initial Investor Capital reduced by any Redemptions, other than Redemptions intended to qualify as a liquidity event for purposes of this Agreement, and by any other Distributions on or prior to such date determined by the Board to be from Cash from Sales and Financings.

Adjusted Net Income. For any period, the total revenues recognized in such period, less the total expenses recognized in such period, excluding additions to reserves for depreciation and amortization, bad debts or other similar non-cash reserves; provided, however, if the Advisor receives a Subordinated Incentive Fee, Adjusted Net Income for purposes of calculating total allowable Operating Expenses shall exclude any gain, losses or writedowns from the sale of the Company’s assets that gave rise to such Subordinated Incentive Fee.

Advisor. Carey Asset Management Corp, a corporation organized under the laws of the State of Delaware and wholly-owned by W. P. Carey & Co. LLC.

Affiliate. An Affiliate of another Person shall include any of the following: (i) any Person directly or indirectly owning, controlling, or holding, with power to vote ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with 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; or (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

Agreement. This Advisory Agreement.

Appraised Value. Value according to an appraisal made by an Independent Appraiser, which may take into consideration any factor deemed appropriate by such Independent Appraiser, including, but not limited to, the terms and conditions of any lease of the relevant property, the quality of any lessee’s credit and the conditions of the credit markets. The Appraised Value may be greater than the construction cost or the replacement cost of the property. For purposes of the definition of Adjusted Invested Assets, Appraised Value shall not include the initial appraisal of any property in connection with the acquisition of that property.

Articles of Incorporation. Articles of Incorporation of the Company under the General Corporation Law of Maryland, as amended from time to time, pursuant to which the Company is organized.

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Asset Management Fee. The Asset Management Fee as defined in Section 9(a) hereof.

Average Invested Assets. The average during any period of the aggregate book value of the assets of the Company invested, directly or indirectly, in Properties and in Loans, before deducting reserves for depreciation, bad debts impairments, amortization and all other similar non-cash reserves computed by taking the average of such values at the end of each month during such period.

Board or Board of Directors. The Board of Directors of the Company.

Bylaws. The bylaws of the Company.

Cash from Financings. Net cash proceeds realized by the Company from the financing of Investment Assets or the refinancing of any Company indebtedness.

Cash from Sales. Net cash proceeds realized by the Company from the sale, exchange or other disposition of any of its assets after deduction of all expenses incurred in connection therewith. Cash from Sales shall not include Cash from Financings.

Cash from Sales and Financings. The total sum of Cash from Sales and Cash from Financings.

Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor that, in each case, is determined by a majority of the Independent Directors to be materially adverse to the Company, or a breach of a material term or condition of this Agreement by the Advisor and the Advisor has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach.

Change of Control. 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 Securities Exchange Act of 1934, as amended (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 8.5% 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; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of the Company to another entity, which disposition is not approved by the Board; or (iv) there occurs a contested proxy solicitation of the Shareholders of the Company that results in the contesting party electing candidates to a majority of the Board’s positions next up for election.

Code. Internal Revenue Code of 1986, as amended.

Company. Corporate Property Associates 14 Incorporated, a corporation organized under the laws of the State of Maryland.

Competitive Real Estate Commission. The 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.

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Construction Fee. A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitation on a Property.

Contract Purchase Price. The amount actually paid for, or allocated to, the purchase, development, construction or improvement of a Property or acquired Loan or, in the case of an originated Loan, the principal amount of such Loan, exclusive, in each case, of Acquisition Fees and Acquisition Expenses.

Contract Sales Price. The total consideration received by the Company for the sale of Properties and Loans.

Cumulative Return. For the period for which the calculation is being made, the percentage resulting from dividing (A) the total Distributions for such period (not including Distributions out of Cash from Sales and Financings), by (B) the product of (i) the average Adjusted Investor Capital for such period (calculated on a daily basis), and (ii) the number of years (including fractions thereof) elapsed during such period. Notwithstanding the foregoing, neither the Shares received by the Advisor or its Affiliates for any consideration other than cash, nor the Distributions in respect of such Shares, shall be included in the foregoing calculation.

Development Fee. A fee for the packaging of a Property including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the specific Property, either initially or at a later date.

Directors. The persons holding such office, as of any particular time, under the Articles of Incorporation, whether they be the directors named therein or additional or successor directors.

Distributions. Distributions declared by the Board.

GAAP. Generally accepted accounting principles in the United States.

Good Reason. With respect to the termination of this Agreement, (i) any failure to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by the Company; provided that such breach (a) is of a material term or condition of this Agreement and (b) the Company has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach.

Gross Offering Proceeds. The aggregate purchase price of Shares sold in any Offering.

Independent Appraiser. A qualified appraiser of real estate as determined by the Board, who is not affiliated, directly or indirectly, with the Company, the Advisor or their respective Affiliates. 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 such qualification.

Independent Director. A Director of the Company who meets the criteria for an Independent Director specified in the Bylaws.

Individual. Any natural person and those organizations treated as natural persons in Section 542(a) of the Code.

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Initial Closing Date. The first date on which Shares were issued pursuant to an Offering.

Initial Investor Capital. The total amount of capital invested from time to time by Shareholders (computed at the Original Issue Price per Share), excluding any Shares received by the Advisor or its Affiliates for any consideration other than cash.

Investment Asset. Any Property, Loan or Other Permitted Investment Asset.

Loan Refinancing Fee. The Loan Refinancing Fee as defined in Section 9(e) hereof.

Loans. The notes and other evidences of indebtedness or obligations acquired or entered into by the Company as lender which are secured or collateralized by personal property, or fee or leasehold interests in real estate or other assets, including but not limited to first or subordinate mortgage loans, construction loans, development loans, loans secured by capital stock or any other assets or form of equity interest and any other type of loan or financial arrangement, such as providing or arranging for letters of credit, providing guarantees of obligations to third parties, or providing commitments for loans. The term “Loans” shall not include leases which are not recognized as leases for Federal income tax reporting purposes.

Market Value. The value calculated by multiplying the total number of outstanding Shares by the average closing price of the Shares over the 30 trading days beginning 180 calendar days after the Shares are first listed on a national security exchange or included for quotation on Nasdaq, as the case may be.

Nasdaq. The national automated quotation system operated by the National Association of Securities Dealers, Inc.

Offering. The offering of Shares pursuant to a Prospectus.

Operating Expenses. All operating, general and administrative expenses paid or incurred by the Company, as determined under GAAP, except the following (insofar as they would otherwise be considered operating, general and administrative expenses under GAAP): (i) interest and discounts and other cost of borrowed money; (ii) taxes (including state and Federal income tax, property taxes and assessments, franchise taxes and taxes of any other nature); (iii) expenses of raising capital, including Organization and Offering Expenses, printing, engraving, and other expenses, and taxes incurred in connection with the issuance and distribution of the Company’s Shares and Securities; (iv) Acquisition Expenses, real estate commissions on resale of property and other expenses connected with the acquisition, disposition, origination, ownership and operation of real estate interests, mortgage loans, or other property, including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair and improvement of property; (v) Acquisition Fees or Subordinated Disposition Fees payable to the Advisor or any other party; (vi) non-cash items, such as depreciation, amortization, depletion, and additions to reserves for depreciation, amortization, depletion, losses and bad debts; (vii) Termination Fees; and (viii) Subordinated Incentive Fees paid in compliance with Section 9(i). Notwithstanding anything herein to the contrary, Operating Expenses shall include the Asset Management Fee and the Loan Refinancing Fee.

Organization and Offering Expenses. Those expenses payable by the Company in connection with the formation, qualification and registration of the Company and in marketing and distributing Shares, including, but not limited to: (i) the preparation, printing, filing and delivery of any registration statement or Prospectus and the preparing and printing of contractual agreements between the Company and the Sales Agent and the Selected Dealers (including copies thereof); (ii) the preparing and printing of the Articles of Incorporation and Bylaws, solicitation material and related documents and the filing and/or

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recording of such documents necessary to comply with the laws of the State of Maryland for the formation of a corporation and thereafter for the continued good standing of a corporation; (iii) the qualification or registration of the Shares under state securities or “Blue Sky” laws; (iv) any escrow arrangements, including any compensation to an escrow agent; (v) the filing fees payable to the SEC and to the National Association of Securities Dealers, Inc.; (vi) reimbursement for the reasonable and identifiable out-of-pocket expenses of the Sales Agent and the Selected Dealers, including the cost of their counsel; (vii) the fees of the Company’s counsel; (viii) all advertising expenses incurred in connection with the Offering, including the cost of all sales literature and the costs related to investor and broker-dealer sales and information meetings and marketing incentive programs; and (ix) selling commissions, marketing fees, incentive fees, due diligence fees and wholesaling fees and expenses incurred in connection with the sale of the Shares.

Original Issue Price. For any share issued in an Offering, the price at which such Share was initially offered to the public by the Company, regardless of whether reduced selling commissions were paid in connection with the purchase of such Shares from the Company.

Other Permitted Investment Asset. An asset, other than cash, cash equivalents, short term bonds, auction rate securities and similar short term investments, acquired by the Company for investment purposes that is not a Loan or a Property and is consistent with the investment objectives and policies of the Company.

Other Permitted Investment Assets Fee. The Other Permitted Investment Assets Fee as defined in Section 9(h).

Person. An Individual, corporation, partnership, joint venture, association, company, trust, bank, or other entity, or government or any agency or political subdivision of a government.

Preferred Return. A Cumulative Return of seven percent computed from the Initial Closing Date through the date as of which such amount is being calculated.

Property or Properties. The Company’s partial or entire interest in real property (including leasehold interests) and personal or mixed property connected therewith. An investment which obligates the Company to acquire a Property will be treated as a Property for purposes of this Agreement.

Property Management Fee. A fee for property management services rendered by the Advisor or its Affiliates in connection with Properties acquired directly or through foreclosure.

Prospectus. Any prospectus pursuant to which the Company offers Shares in a public offering, as the same may at any time and from time to time be amended or supplemented after the effective date of the registration statement in which it is included.

Redemptions. An amount determined by multiplying the number of Shares redeemed by the Original Issue Price.

REIT. A real estate investment trust, as defined in Sections 856-860 of the Code.

Sales Agent. Carey Financial Corporation.

Securities. Any stock, shares (other than currently outstanding Shares and subsequently issued Shares), 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

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“securities” or any certificate of interest, shares or participation in temporary or interim certificates for receipts (or, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire any of the foregoing), which subsequently may be issued by the Company.

Selected Dealers. Broker-dealers who are members of the National Association of Securities Dealers, Inc. and who have executed an agreement with the Sales Agent in which the Selected Dealers agree to participate with the Sales Agent in the Offering.

Shareholders. Those Persons who, at the time any calculation hereunder is to be made, are shown as holders of record of Shares on the books and records of the Company.

Shares. All of the shares of common stock of the Company, $.001 par value, and any other shares of common stock of the Company.

Sponsor. W.P. Carey & Co. LLC and any other Person directly or indirectly instrumental in organizing, wholly or in part, the Company or any person who will control, manage or participate in the management of the Company, and any Affiliate of any such person. Sponsor does not include a person whose only relationship to the Company is that of an independent property manager and whose only compensation is as such. Sponsor also does not include wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services.

Subordinated Acquisition Fee. The Subordinated Acquisition Fee as defined in Section 9(c).

Subordinated Disposition Fee. The Subordinated Disposition Fee as defined in Section 9(g) hereof.

Subordinated Incentive Fee. The Subordinated Incentive Fee as defined in Section 9(i) hereof.

Termination Date. The effective date of any termination of this Agreement.

Termination Fee. An amount equal to 15% of the amount, if any, by which (1) the fair value of the Investment Assets, less the amount of all indebtedness secured by such Investment Assets and less any fees (other than the Termination Fee) payable to the Advisor, in each case as of the Termination Date, exceeds (2) the total of the Adjusted Investor Capital plus an amount equal to the Preferred Return through the Termination Date reduced by the total Distributions paid by the Company from its inception through the Termination Date (other than Distributions made from Cash from Sales and Financings that are counted in determining Adjusted Investor Capital). For purposes of calculating this Fee (i) the fair value of any Property shall be its Appraised Value, and (ii) any payments in respect of redeemed Shares (other than in respect of Redemptions intended to qualify as a liquidity event for purposes of this Agreement), Shares received by the Advisor or its Affiliates for any consideration other than cash and the Distributions in respect of such Shares shall be excluded.

Total Property Cost. With regard to any Property or Loan, an amount equal to the sum of the Contract Purchase Price of such Property or Loan plus the Acquisition Fees paid in connection with such Property or Loan.

Triggering Event. With regard to any Investment Asset, the occurrence of any of the following during the six months after the closing date of the acquisition of the Investment Asset: (a) the failure by an obligor on an Investment Asset to pay rent, interest or principal, or other material payment, to the Company when due (after giving effect to all applicable grace periods) or (b) the obligor on an Investment (including a guarantor) (1) commences a voluntary case or proceeding under applicable

7

bankruptcy or reorganization law, (2) consents to the entry of a decree or order for relief in an involuntary proceeding under applicable bankruptcy law, (3) consents to the filing of a petition or the appointment of a custodian, receiver or liquidator, (4) makes an assignment for the benefit of creditors, (5) admits in writing its inability to pay its debts as they come due; (6) is the subject of a decree or order for relief entered by a court of competent jurisdiction in respect of such obligor in an involuntary bankruptcy case or proceeding, or a decree or order adjudging such obligor bankrupt or insolvent or appointing a custodian, receiver or liquidator for the obligor.

2. APPOINTMENT. The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

3. DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company 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 and Bylaws of the Company and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:

(a) serve as the Company’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 of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;

(c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to 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, mortgagors, 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 but not limited to entering into contracts in the name of the Company with any of the foregoing;

(d) consult with Directors of the Company and assist the Board in the formulation and implementation of the Company’s policies, and furnish the Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the Board;

(e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made, purchased or acquired by the Company; (iii) make investments in Investment Assets on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing of, make other changes in the asset or capital structure of, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Investment Assets; and (v) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties;

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(f) provide the Board with periodic reports regarding prospective investments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;

(g) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof and obtain the prior approval of the Independent Directors for all investments in Loans;

(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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;

(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Investment Assets;

(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;

(k) 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 under this Agreement;

(l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;

(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;

(n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;

(o) maintain the books and records of the Company;

(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;

(q) provide the Company with all necessary cash management services;

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(r) do all things necessary to assure its ability to render the services described in this Agreement;

(s) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;

(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of, all appraisals obtained in connection with investments in Properties and Loans; and

(u) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.

(v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment Asset acquired during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment Asset, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.

4. AUTHORITY OF ADVISOR.

(a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select investment opportunities; (2) structure the terms and conditions of transactions pursuant to which investments will be made or acquired for the Company; (3) acquire Property, make or acquire Loans and make or acquire Other Permitted Investment Assets in compliance with the investment objectives and policies of the Company; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of or otherwise deal with, Investment Assets; (5) enter into leases and service contracts for Properties, and perform other property level operations; (6) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; and (7) undertake accounting and other record-keeping functions at the Investment Asset level.

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(b) The consideration paid for an Investment Asset acquired by the Company shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d)) invest on behalf of the Company in an Investment Asset so long as, in the Advisor’s good faith judgment, (i) the Total Property Cost of such Investment Asset does not exceed the fair market value thereof, and in the case of an Investment Asset that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment Asset, in conjunction with the Company’s other investments and proposed investments, at the time the Company is committed to purchase or originate the Investment Asset, is reasonably expected to fulfill the Company’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, Total Property Cost shall be measured at the date the Investment Asset is acquired and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause the Company to make investments that do not comply with Article VIII (Restrictions on Investments and Activities) and related sections of the Bylaws.

(d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: (i) investments in Properties made through co-investment or joint venture arrangements with the Sponsor, the Advisor or any of their Affiliates; (ii) investments in Investment Assets which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve conflicts of interest for the Advisor or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (iv) investments in equity securities; (v) the lease of assets to the Sponsor, any Director, the Advisor or any Affiliate of the Advisor; (vi) any purchase or sale of an Investment Asset from or to the Advisor or an Affiliate; and (vii) the retention of any Affiliate of the Advisor to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws.

(e) 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. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, 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 prior to the date of receipt by the Advisor of such notification.

5. BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Company or in the name of the Company 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, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

6. RECORDS; ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company.

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7. LIMITATIONS ON ACTIVITIES. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of the Company as a REIT, subject the Company to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its Securities, 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. Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to the Company, or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders except as provided in Sections 20 and 22 hereof.

8. RELATIONSHIP WITH DIRECTORS. There shall be no limitation on any shareholder, director, officer, employee or Affiliate of the Advisor serving as a Director or an officer of the Company, except that no employee of the Advisor or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than for reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board; for the avoidance of doubt, the limitations of this Section 8 shall not apply to any compensation paid by the Advisor or any Affiliate for which the Company reimbursed the Advisor or Affiliate in accordance with Section 10 hereof.

9. FEES.

(a) ASSET MANAGEMENT FEE. The Company shall pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one percent per annum of the Adjusted Invested Assets of the Company (the “Asset Management Fee”) calculated as set forth below. The Asset Management Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Investment Assets, on the basis of one-twelfth of one percent of the Adjusted Invested Assets for that month, computed as a daily average. The Asset Management Fee shall be prorated for the number of days during the month that the Company owns an Investment Asset. One-half of the Asset Management Fee with respect to an Investment Asset will be paid on the first business day of each month, beginning on the first business day after the month in which the Investment Asset was acquired or originated. The remaining one-half of the Asset Management Fee shall be subordinated to the extent described below and shall be payable quarterly. The subordinated Asset Management Fee for any quarter shall be payable only if the Company has generated cash flow from operations in the aggregate of no less than 7% of Gross Offering Proceeds for the period beginning with the Initial Closing Date and ending on the last day of the most recently completed fiscal quarter. Any portion of the subordinated Asset Management Fee not paid due to the Company’s failure to meet the foregoing threshold shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has met the foregoing threshold. If at the end of any fiscal quarter, the Company’s Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the subordinated Asset Management Fee will be withheld consistent with Section 13. For purposes of calculating the value per share of restricted stock given for payment of the Asset Management Fee, the price per share shall be: (i) the net asset value per share as determined by the most recent appraisal performed by an independent

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third party at the time such Asset Management Fee was earned or, if an appraisal has not yet been made and accepted by the Company, (ii) $10 per share. Any part of the Asset Management Fee that has been subordinated pursuant to this subsection (a) shall not be deemed earned until such time as payable hereunder.

(b) ACQUISITION FEE. The Advisor may receive as compensation in connection with the investigation, selection, acquisition or origination (by purchase, investment or exchange) of any Property or Loan, an Acquisition Fee payable by the Company at the time such Property or Loan is acquired or originated. The total such Acquisition Fees (not including Subordinated Acquisition Fees and any interest thereon) payable to the Advisor may not exceed two-and-one-half percent of the aggregate Total Property Cost of all Properties and Loans acquired or originated by the Company, subject to the limitations set forth in paragraph 9(d).

(c) SUBORDINATED ACQUISITION FEE. In addition to the Acquisition Fee described in Section 9(b) above, the Advisor may receive as additional compensation in connection with the investigation, selection, acquisition or origination (by purchase, investment or exchange) of Properties and Loans a Subordinated Acquisition Fee payable by the Company to the Advisor or its Affiliates (the “Subordinated Acquisition Fee”). The total Subordinated Acquisition Fees paid may not exceed two percent of the aggregate Total Property Cost of all Properties and Loans purchased and originated by the Company, measured at such time as the Company shall have completed all Offerings (other than pursuant to its dividend reinvestment plan) and invested substantially all of the net proceeds of such Offerings, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in any transaction approves the excess as being commercially competitive, fair and reasonable to the Company. The unpaid portion of the Subordinated Acquisition Fee payable to the Advisor and its Affiliates with respect to any Property or Loan shall bear interest at the rate of six percent per annum from the date of acquisition of such Property or Loan until such portion is paid. Subject to the following sentence, the Subordinated Acquisition Fee with respect to any Investment Asset shall be payable in equal annual installments on January 1 of each of the eight calendar years following the first anniversary of the date such Asset was purchased; accrued interest on all unpaid Subordinated Acquisition Fees shall also be payable on such dates. The portion of the Subordinated Acquisition Fees, and accrued interest thereon, otherwise payable on any January 1 shall be payable only if the Preferred Return through the end of the fiscal year preceding such January 1 has been met. Any portion of the Subordinated Acquisition Fees, and accrued interest thereon, not paid due to the Company’s failure to meet the Preferred Return through any fiscal year end shall be paid by the Company on the January 1 following the first fiscal year thereafter through which the Preferred Return has been met.

(d) SIX PERCENT LIMITATION. The total amount of Acquisition Fees plus Subordinated Acquisition Fees and any interest thereon, whether payable to the Advisor or a third party, and Acquisition Expenses may not exceed six percent of the sum of the aggregate Contract Purchase Price of all Properties and Loans, measured for the period beginning on the date of the initial acquisition of a Property or Loan by the Company and ending on each December 31 after the date hereof, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in any transaction approves the excess as being commercially competitive, fair and reasonable to the Company.

(e) LOAN REFINANCING FEE. The Company shall pay to the Advisor for all qualifying loan refinancings of Properties a Loan Refinancing Fee in the amount up to one percent of the principal amount of the refinanced loan. Any Loan Refinancing Fee shall be due and payable upon the funding of the related loan or as soon thereafter as is reasonably practicable.

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A refinancing will qualify for a Loan Refinancing Fee only if the refinanced loan is secured by Property and (i) the maturity date of the refinanced loan (which must have a term of five years or more) is less than one year from the date of the refinancing; or (ii) the terms of the new loan represent, in the judgment of a majority of the Independent Directors, an improvement over the terms of the refinanced loan; or (iii) the new loan is approved by the Board, including a majority of the Independent Directors and, in each case, the Loan Refinancing Fee is found, in the judgment of a majority of the Independent Directors, to be in the best interest of the Company.

(f) PROPERTY MANAGEMENT FEE. No Property Management Fee shall be paid unless approved by a majority of the Independent Directors.

(g) SUBORDINATED DISPOSITION FEE. If the Advisor or an Affiliate provides a substantial amount of services in the sale of a Property or Loan, the Advisor or such Affiliate shall receive a fee equal to the lesser of: (i) 50% of the Competitive Real Estate Commission and (ii) three percent of the Contract Sales Price of such Property (the “Subordinated Disposition Fee”). The Subordinated Disposition Fee will be paid only if Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the end of the fiscal quarter immediately preceding the date the Subordination Disposition Fee is paid. The return requirement will be deemed satisfied if the total Distributions paid by the Company have satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of: (i) six percent of the Contract Sales Price of such Property or (ii) the Competitive Real Estate Commission. The Advisor shall present to the Independent Directors such information as they may reasonably request to review the level of services provided by the Advisor in connection with a disposition and the basis for the calculation of the amount of the accrued Subordinated Disposition Fees on an annual basis. The amount of any accrued Subordinated Disposition Fee shall be deemed conclusively established once it has been approved by the Independent Directors, absent a subsequent finding of error. No payment of Subordinated Disposition Fees shall be made prior to review and approval of such information by the Independent Directors. If this Agreement is terminated prior to such time as the Shareholders have received (through liquidity or Distributions) a return of 100% of Initial Investor Capital plus a Preferred Return through the date of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and any unpaid Subordinated Disposition Fee on Properties sold prior to the date of termination will be payable if the Appraised Value of the Properties then owned by the Company plus Distributions to Shareholders prior to the date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Initial Investor Capital plus an amount sufficient to pay a Preferred Return through the date of termination of this Agreement. If the Company’s Shares are listed on a national securities exchange or included for quotation on Nasdaq and, at the time of such listing, the Advisor or an Affiliate has provided a substantial amount of services in the sale of Property, for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Shareholders will be deemed to have received a Distribution in an amount equal to the Market Value of the Company.

(h) OTHER PERMITTED INVESTMENT ASSETS FEE. The Advisor may receive as compensation for services rendered in connection with the investigation, selection, acquisition

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or origination of Other Permitted Investments a fee (the “Other Permitted Investment Assets Fee”) that shall be negotiated in good faith by the Advisor and the Company and approved by the Board (including a majority of the Independent Directors) on a case by case basis; provided that such compensation shall be on terms not more favorable, taken as a whole, than what the Advisor receives in respect of investments in Properties and Loans.

(i) SUBORDINATED INCENTIVE FEE. A fee shall be payable to the Advisor in an amount equal to 15% of Cash from Sales distributable to Shareholders after Shareholders have received a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date payment is made (the “Subordinated Incentive Fee”). For these purposes the Shareholders will be deemed to have been provided liquidity if the Shares are listed on a national security exchange or included for quotation on Nasdaq. In the event the Shares are listed on a national securities exchange or included for quotation on Nasdaq, the Advisor shall be paid the Subordinated Incentive Fee in an amount equal to 12% of the excess (the “Excess Return”) of (A) the sum (the “Hypothetical Return”) of (i) the Market Value of the Company plus (ii) the total of the Distributions paid to Shareholders from the Initial Closing Date until the date the Shares are listed or included for quotation over (B) the sum of (i) 100% of Initial Investor Capital and (ii) the total amount of the Distributions required to be paid to Shareholders in order to pay the Preferred Return through the date the Market Value is determined. The Subordinated Incentive Fee shall be increased to 13% of the Excess Return if the Hypothetical Return is an amount sufficient to return to investors 100% of Initial Investor Capital plus a Cumulative Return of 8% or more but less than 9%; 14% if the Hypothetical Return is an amount sufficient to return 100% of Initial Investor Capital plus a Cumulative Return of 9% or more but less than 10%; and 15% if the Hypothetical Return is an amount sufficient to return 100% of Initial Investor Capital plus a Cumulative Return of 10% or more. The Cumulative Return shall be measured from the Initial Closing Date through the last day on which the Market Value is determined. The fee may only be paid if the average closing price of the Shares over any consecutive three-month period ending within 24 months of the date of listing is sufficient, when added to Distributions previously paid from the Initial Closing Date through the end of such three-month period, to return 100% of Initial Investor Capital plus a 6% Cumulative Return from the Initial Closing Date through the last day of such three-month period. The return requirement will also be deemed satisfied if the total Distributions paid by the Company has satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. The Company shall have the option to pay such fee in the form of a promissory note or as set forth in Section 9(l). The promissory note shall be fully amortizing over five years, provide for quarterly payments and bear interest at the prime rate announced from time to time in The Wall Street Journal.

(j) LOANS FROM AFFILIATES. The Company shall not borrow funds from the Advisor or its Affiliates unless (A) the transaction is approved by a majority of the Independent Directors and a majority of the Directors who are not interested in the transaction as being fair, competitive and commercially reasonable, (B) the interest and other financing charges or fees received by the Advisor or its Affiliates do not exceed the amount which would be charged by non-affiliated lending institutions and (C) the terms are not less favorable than those prevailing for comparable arm’s-length loans for the same purpose. The Company will not borrow on a long-term basis from the Advisor or its Affiliates unless it is to provide the debt portion of a particular investment and the Company is unable to obtain a permanent loan at that time or in the judgment of the Board, it is not in the Company’s best interest to obtain a permanent loan at the interest rates then prevailing and the Board has reason to believe that the Company will be able to obtain a permanent loan on or prior to the end of the loan term provided by the Advisor or its Affiliates.

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(k) CHANGES TO FEE STRUCTURE. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors may consider any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in relation to the size, composition and profitability of the Company’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) 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; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure. The Independent Directors shall not approve any new fee structure that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.

(l) PAYMENT. Compensation payable to the Advisor pursuant to this Section 9 shall be paid in cash; provided, however, that any fee payable pursuant to Section 9 may be paid, at the option of the Advisor, in the form of: (i) cash, (ii) common stock of the Company, or (iii) a combination of cash and common stock. The Advisor shall notify the Company in writing annually of the form in which the fee shall be paid. Such notice shall be provided no later than January 15 of each year. If no such notice is provided, the fee shall be paid in cash. For purposes of the payment of compensation to the Advisor in the form of stock, the value of each share of common stock shall be: (i) the Net Asset Value per Share as determined by the most recent appraisal of the Company’s assets performed by an Independent Appraiser, or (ii) if an appraisal has not yet been performed, $10 per share. If shares are being offered to the public at the time a fee is paid with stock, the value shall be the price of the stock without commissions. The Net Asset Value determined on the basis of such appraisal may be adjusted on a quarterly basis by the Board to account for significant capital transactions. Stock issued by the Company to the Advisor in payment of fees hereunder shall be governed by the terms set forth in Schedule A hereto, or such other terms as the Advisor and the Company may from time to time agree.

10. EXPENSES. (a) Subject to the limitations set forth in Section 9(d), to the extent applicable, in addition to the compensation paid to the Advisor pursuant to Section 9 hereof, the Company shall pay directly or reimburse the Advisor for the following expenses:

(i) all Acquisition Expenses;

(ii) to the extent not otherwise included in Acquisition Expenses, all expenses of whatever nature reasonably incurred and directly connected with the proposed acquisition of any Investment that does not result in the actual acquisition of the Investment Asset, including, without limitation, personnel costs;

(iii) expenses other than Acquisition Expenses incurred in connection with the investment of the funds of the Company, including, without limitation, costs of retaining industry or economic consultants and finder’s fees and similar payments, to the

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extent not paid by the seller of the Investment Asset or another third party, regardless of whether such expenses were incurred in transactions where a fee is not payable to the Advisor;

(iv) interest and other costs for borrowed money, including discounts, points and other similar fees;

(v) taxes and assessments on income of the Company, to the extent paid or advanced by the Advisor, or on Property and taxes as an expense of doing business;

(vi) costs associated with insurance required in connection with the business of the Company or by the Directors;

(vii) expenses of managing and operating Properties owned by the Company, whether payable to an Affiliate of the Advisor or a non-affiliated Person;

(viii) fees and expenses of legal counsel for the Company;

(ix) fees and expense of auditors and accountants for the Company;

(x) all expenses in connection with payments to the Directors and meetings of the Directors and Shareholders;

(xi) expenses associated with listing the Shares and Securities on a securities exchange or Nasdaq if requested by the Board;

(xii) expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Board to the Shareholders;

(xiii) expenses of organizing, revising, amending, converting, modifying, or terminating the Company or the Articles of Incorporation;

(xiv) expenses of maintaining communications with Shareholders, including the cost of preparation, printing and mailing annual reports and other Shareholder reports, proxy statements and other reports required by governmental entities;

(xv) expenses related to the Properties and Loans and other fees relating to making investments including personnel and other costs incurred in Property or Loan transactions where a fee is not payable to the Advisor other than as provided in Section 10(b) hereof; and

(xvi) all other expenses the Advisor incurs in connection with providing services to the Company, including reimbursement to the Advisor or its Affiliates for the cost of rent, goods, materials and personnel incurred by them based upon the compensation of the Persons involved and an appropriate share of overhead allocable to those Persons as reasonably determined by the Advisor on a basis approved annually by the Board (including a majority of the Independent Directors). No reimbursement shall be made for the cost of personnel to the extent that such personnel are used in transactions for which the Advisor receives a separate fee.

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(b) Expenses incurred by the Advisor on behalf of the Company and payable pursuant to this Section 10 shall be reimbursed quarterly to the Advisor within 60 days after the end of each quarter, subject to the provisions of Section 13 hereof. The Advisor shall prepare a statement documenting the Operating Expenses within 45 days after the end of each quarter.

11. OTHER SERVICES. Should the Board request that the Advisor or any shareholder or employee thereof render services for the Company other than as set forth in Section 3 hereof, such services shall be separately compensated and shall not be deemed to be services pursuant to the terms of this Agreement.

12. FIDELITY BOND. The Advisor shall maintain a fidelity bond for the benefit of the Company which bond shall insure the Company from losses of up to $5,000,000 and shall be of the type customarily purchased by entities performing services similar to those provided to the Company by the Advisor.

13. LIMITATION ON EXPENSES.

(a) If Operating Expenses of the Company during the 12-month period ending on the last day of any fiscal quarter of the Company exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of the Company during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and the Company shall not be liable for payment therefor.

(b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any such excess amount or a portion thereof as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount justified based on such unusual and non-recurring factors as they deem sufficient, the Company shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Company’s Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on any such quarter. In no event shall the Operating Expenses paid by the Company in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines.

(c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse the Company for any amounts expended by the Company in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines.

(d) To the extent Organization and Offering Expenses payable by the Company exceed 15% of the Gross Offering Proceeds, the excess will be paid by the Advisor.

(e) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

(f) If the Advisor receives a Subordinated Incentive Fee for the sale of Property, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the sale of such Property.

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14. OTHER ACTIVITIES OF THE ADVISOR. Nothing herein contained shall prevent the Advisor from engaging in other activities, including without limitation direct investment by the Advisor and its Affiliates in assets that would be suitable for the Company, the rendering of advice to other investors (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of the Advisor or any of its Affiliates or of any director, officer, employee or shareholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each other participant therein. Without limiting the generality of the foregoing, the Company acknowledges that the Advisor provides or will provide services to other CPA REIT funds, whether now in existence or formed hereafter, and that the Advisor and its Affiliates may invest for their own account. The Advisor shall be responsible for promptly reporting to the Board the existence of any actual or potential conflict of interest that arises that may affect its performance of its duties under this Agreement. If the Sponsor, Advisor, Director or Affiliates thereof has or have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as the Company, it shall be the duty of the Advisor to adopt a reasonable method by which properties are to be allocated to the competing investment entities and to use its best efforts to apply such method fairly to the Company.

The Advisor shall be required to use its best efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but subject to the last sentence of the preceding paragraph, neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character which, if presented to the Company, could be taken by the Company.

If the Advisor or its Affiliates is presented with a potential investment which might be made by the Company and by another investment entity which the Advisor or its Affiliates advises or manages, the Advisor shall consider, among other things, the investment portfolio of each entity, cash flow of each entity, the effect of the acquisition on the diversification of each entity’s portfolio, rental payments during any renewal period, the estimated income tax effects of the purchase on each entity, the policies of each entity relating to leverage, the funds of each entity available for investment, the amount of equity required to make the investment and the length of time such funds have been available for investment.

15. RELATIONSHIP OF ADVISOR AND COMPANY. The Company and the Advisor agree that they have not created and do not intend to create by this Agreement a joint venture or partnership relationship between them and nothing in this Agreement shall be construed to make them partners or joint venturers or impose any liability as partners or joint venturers on either of them.

16. TERM; TERMINATION OF AGREEMENT. This Agreement, as amended and restated, shall continue in force until September 30, 2010 and thereafter shall be automatically renewed for successive one year periods, unless either party shall give notice in writing of non-renewal to the other party not less than 60 days before the end of any such year.

17. TERMINATION BY COMPANY. At the sole option the Board (including a majority of the Independent Directors), this Agreement may be terminated immediately by written notice of termination from the Company to the Advisor upon the occurrence of events which would constitute Cause or if any of the following events occur:

(a) If the Advisor shall breach this Agreement; provided that such breach (i) is of a material term or condition of this Agreement and (ii) the Advisor has not cured such breach

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within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach;

(b) If 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 of 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 30 days; or

(c) If 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 of 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.

Any notice of termination under Section 16 or 17 shall be effective on the date specified in such notice, which may be the day on which such notice is given or any date thereafter. The Advisor agrees that if any of the events specified in Section 17(b) or (c) shall occur, it shall give written notice thereof to the Board within 15 days after the occurrence of such event.

18. TERMINATION BY EITHER PARTY. This Agreement may be terminated immediately without penalty (but subject to the requirements of Section 20 hereof) by the Advisor by written notice of termination to the Company upon the occurrence of events which would constitute Good Reason or by the Company without cause or penalty (but subject to the requirements of Section 20 hereof) by action of a majority of the Independent Directors or by action of a majority of the Shareholders, in either case upon 60 days’ written notice.

19. ASSIGNMENT PROHIBITION. This Agreement may not be assigned by the Advisor without the approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

20. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.

(a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from the Company the following:

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(i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor;

(ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date;

(iii) all earned but unpaid Subordinated Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date;

(iv) all earned but unpaid Subordinated Disposition Fees payable to the Advisor relating to the sale of any Property prior to the Termination Date;

(v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and

(vi) all earned but unpaid Property Management Fees payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement.

(b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause or by the Advisor other than for Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) above.

(c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if:

(i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or

(ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion.

(d) Any and all amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c)shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of the Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”) . The Note, if any, may be prepaid by the Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any

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amounts that relate to Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investment Assets during which the Advisor provided services to the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by the Company divided by the total fair value (at the Termination Date) of all Investment Assets owned by the Company on the Termination Date.

(e) The Advisor shall promptly upon termination:

(i) pay over to the Company all money collected and held for the account of the Company 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 Properties and Loans, and documents of the Company then in the custody of the Advisor; and

(iv) cooperate with the Company to provide an orderly management transition.

21. INDEMNIFICATION BY THE COMPANY. (a) The Company shall not indemnify the Advisor or any of its Affiliates for any loss or liability suffered by the Advisor or the Affiliate, or hold the Advisor or the Affiliate harmless for any loss or liability suffered by the Company, unless all of the following conditions are met:

(i) The Advisor or Affiliate has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company;

(ii) The Advisor or the Affiliate was acting on behalf of or performing services for the Company; and

(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor or the Affiliate.

(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by the Company for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws 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 particular indemnitee;

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(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or

(iii) A court of competent jurisdiction approves a settlement of the claims against a particular 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 securities of the Company were offered or sold as to indemnification for violation of securities laws.

(c) The Company shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of 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;

(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and

(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.

(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 21 for any activity which the Advisor shall be required to indemnify or hold harmless the Company pursuant to Section 22.

(e) Any amounts paid pursuant to this Section 21 shall be recoverable or paid only out the net assets of the Company and not from Shareholders.

22. INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company from liability, claims, damages, taxes or losses and related expenses including 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, misconduct, negligence or reckless disregard of its duties.

23. NOTICES. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:

To the Board and to the Company:	Corporate Property Associates 14 Incorporated 50 Rockefeller Plaza New York, NY 10020
To the Advisor:	Carey Asset Management Corp. 50 Rockefeller Plaza

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New York, NY 10020

Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 23.

24. MODIFICATION. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees.

25. 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.

26. CONSTRUCTION. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York.

27. 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.

28. INDULGENCES, NOT WAIVERS. 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.

29. GENDER. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

30. TITLES NOT TO AFFECT INTERPRETATION. 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.

31. EXECUTION IN COUNTERPARTS. This Agreement may be executed 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. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

32. NAME. W.P. Carey & Co. LLC has a proprietary interest in the name “Corporate Property Associates” and “CPA(R)” Accordingly, and in recognition of this right, if at any time the Company ceases to retain Carey Asset Management Corp., or an Affiliate thereof to perform the services of Advisor, the Company will, promptly after receipt of written request from Carey Asset Management Corp., cease to conduct business under or use the name “Corporate Property Associates” or “CPA(R)” or any diminutive thereof and the Company shall use its best efforts to change the name of the Company to a

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name that does not contain the name “Corporate Property Associates” or “CPA(R)” or any other word or words that might, in the sole discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any Affiliate thereof. 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 “Corporate Property Associates” or “CPA(R)” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company or its Directors.

33. INITIAL INVESTMENT. The Advisor has contributed to the Company $200,000 in exchange for 20,000 Shares (the “Initial Investment”). The Advisor or its Affiliates may not sell any of the Shares purchased with the Initial Investment during the term of this Agreement. The restrictions included above shall not continue to apply to any Shares other than the Share acquired through the Initial Investment acquired by the Advisor or its Affiliates. The Advisor shall not vote any Shares it now owns or hereafter acquires in any vote for the election of Directors or any vote regarding the approval or termination of any contract with the Advisor or any of its Affiliates.

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IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the day and year first above written.

CORPORATE PROPERTY ASSOCIATES 14 INCORPORATED
By:	/s/ Mark J. DeCesaris
	Name:	Mark J. DeCesaris
	Title:	Managing Director and Acting Chief Financial Officer
CAREY ASSET MANAGEMENT CORP.
By:	/s/ Gordon F. DuGan
	Name:	Gordon F. DuGan
	Title:	President and Chief Executive Officer

SCHEDULE A

This Schedule sets forth the terms governing any Shares issued by the Company to the Advisor in payment of advisory fees set forth in the Agreement.

1. Restrictions. The Shares are subject to vesting over a five-year period. The Shares shall vest ratably over a five-year period with 20% of the Shares paid in each payment vesting on each of the first through fifth anniversary of the date hereof. Prior to the vesting of the ownership of the Shares in the Advisor, the Shares may not be transferred by the Advisor.

2. Immediate Vesting. Upon the expiration of the Agreement for any reason other than a termination for Cause under paragraph 17 or upon a “Change of Control” of CPA(R):14 (as defined below), all Shares granted to the Advisor hereunder shall vest immediately and all restrictions shall lapse. For purposes of this Schedule A, a “Change of Control” of the Company shall be deemed to have occurred if there has been a change in the ownership 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 Securities Exchange Act of 1934, as amended (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,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any of its subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 14b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of either (A) the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) or (B) the then outstanding common stock of the Company (in either such case other than as a result of acquisition of securities directly from the Company);

(ii) persons who, as of the date hereof, 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 the date hereof whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall be considered an Incumbent Director; or

(iii) the stockholders of the Company shall approve (A) any consolidation or merger of the Company or any subsidiary where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the voting equity of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent entity, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of Shares of Common Stock outstanding, increases (A) the proportionate number of Shares beneficially owned by any person to 25% or more of the Shares then outstanding, or

Sch A-1

(B) the proportionate voting power represented by the Shares beneficially owned by any person to 25% or more of the combined voting power of all then outstanding voting Securities; provided, however, that if any person referred to in clause (A) or (B) of this sentence shall thereafter become the beneficial owner of any additional Shares or other Voting Securities (other than pursuant to a Share split, Share dividend, or similar transaction), then a “Change of Control” shall be deemed to have occurred for purposes of the foregoing clause (i).

3. Exception. Notwithstanding anything else in this Agreement to the contrary, the Shares shall continue to vest according to the vesting schedule in Section 1 regardless of: (a) the expiration of the Advisory Agreement for any reason other than a termination by the Company for Cause or a resignation by the Advisor for other than Good Reason, (b) the merger of the Company and an Affiliate of the Company or (c) any “Change of Control” of the Company in connection with a merger with an Affiliate of the Company.

Sch A-2

EX-10.2

Exhibit 10.2

EXECUTION COPY

AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of October 1, 2009, is between CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED, a Maryland corporation (the “Company”), and CAREY ASSET MANAGEMENT CORP., a Delaware corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Company intends to qualify as a REIT (as defied below), and to invest its funds in investments permitted by the terms of any prospectus pursuant to which it raised equity capital and Sections 856 through 860 of the Code (as defined below).

WHEREAS, the Company and the Advisor entered into an initial advisory agreement, dated November 7, 2001, which has been subsequently amended and restated.

WHEREAS, the Company desires to continue to avail itself of the experience, sources of information, advice and assistance of, and certain facilities available to, 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 of the Company, all as provided herein;

WHEREAS, the Advisor is willing to render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth; and

WHEREAS, the parties desire to further amend and restate their mutual agreements as set forth herein:

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. DEFINITIONS. As used in this Agreement, the following terms have the definitions hereinafter indicated:

“2%/25% Guidelines.” The requirement, as provided for in Section 13 hereof, that, in the 12-month period ending on the last day of any fiscal quarter, Operating Expenses not exceed the greater of two percent of Average Invested Assets during such 12-month period or 25% of the Company’s Adjusted Net Income over the same 12-month period.

Acquisition Expense. To the extent not paid or to be paid by the seller or lessee in the case of a Property or the borrower in the case of a Loan, those expenses, including but not limited to travel and communications expenses, the cost of appraisals, title insurance, nonrefundable option payments on Property not acquired, legal fees and expenses, accounting fees and expenses and miscellaneous expenses, related to selection, acquisition and origination of Properties and Loans, whether or not a particular Property or Loan ultimately is acquired or originated. Acquisition Expenses shall not include Acquisition Fees.

Acquisition Fee. Any fee or commission (including any interest thereon) paid by the Company to the Advisor or, with respect to Section 9(d), by the Company to any party, in connection with the making or investing in Loans and the purchase, development or construction of Properties by the Company. A

Development Fee or a Construction Fee paid to a Person not affiliated with the Sponsor in connection with the actual development or construction of a project after acquisition of the Property by the Company shall not be deemed an Acquisition Fee. Acquisition Fees include, but are not limited to, any real estate commission, selection fee, development fee (other than as described above) or any fee of a similar nature, however designated. Acquisition Fees include Subordinated Acquisition Fees unless the context otherwise requires. Acquisition Fees shall not include Acquisition Expenses.

Adjusted Invested Assets. The average during any period of the aggregate historical cost, or to the extent available for a particular asset, the most recent Appraised Value, of the Investment Assets of the Company, before accumulated reserves for depreciation or bad debt allowances or other similar non-cash reserves, computed (unless otherwise specified) by taking the average of such values at the end of each month during such period.

Adjusted Investor Capital. As of any date, the Initial Investor Capital reduced by any Redemptions, other than Redemptions intended to qualify as a liquidity event for purposes of this Agreement, and by any other Distributions on or prior to such date determined by the Board to be from Cash from Sales and Financings.

Adjusted Net Income. For any period, the total revenues recognized in such period, less the total expenses recognized in such period, excluding additions to reserves for depreciation and amortization, bad debts or other similar non-cash reserves; provided, however, if the Advisor receives a Subordinated Incentive Fee, Adjusted Net Income for purposes of calculating total allowable Operating Expenses shall exclude any gain, losses or writedowns from the sale of the Company’s assets that gave rise to such Subordinated Incentive Fee.

Advisor. Carey Asset Management Corp, a corporation organized under the laws of the State of Delaware and wholly-owned by W. P. Carey & Co. LLC.

Affiliate. An Affiliate of another Person shall include any of the following: (i) any Person directly or indirectly owning, controlling, or holding, with power to vote ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with 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; or (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

Agreement. This Advisory Agreement.

Appraised Value. Value according to an appraisal made by an Independent Appraiser, which may take into consideration any factor deemed appropriate by such Independent Appraiser, including, but not limited to, the terms and conditions of any lease of the relevant property, the quality of any lessee’s credit and the conditions of the credit markets. The Appraised Value may be greater than the construction cost or the replacement cost of the property. For purposes of the definition of Adjusted Invested Assets, Appraised Value shall not include the initial appraisal of any property in connection with the acquisition of that property.

Articles of Incorporation. Articles of Incorporation of the Company under the General Corporation Law of Maryland, as amended from time to time, pursuant to which the Company is organized.

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Asset Management Fee. The Asset Management Fee as defined in Section 9(a) hereof.

Average Invested Assets. The average during any period of the aggregate book value of the assets of the Company invested, directly or indirectly, in Properties and in Loans, before reserves for depreciation, bad debts, impairments, amortization and all other similar non-cash reserves computed by taking the average of such daily values at the end of each month during such period.

Board or Board of Directors. The Board of Directors of the Company.

Bylaws. The bylaws of the Company.

Cash from Financings. Net cash proceeds realized by the Company from the financing of Investment Assets or the refinancing of any Company indebtedness.

Cash from Sales. Net cash proceeds realized by the Company from the sale, exchange or other disposition of any of its assets after deduction of all expenses incurred in connection therewith. Cash from Sales shall not include Cash from Financings.

Cash from Sales and Financings. The total sum of Cash from Sales and Cash from Financings.

Cause. With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor that, in each case, is determined by a majority of the Independent Directors to be materially adverse to the Company, or a breach of a material term or condition of this Agreement by the Advisor and the Advisor has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach.

Change of Control. 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 Securities Exchange Act of 1934, as amended (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 8.5% 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; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of the Company to another entity, which disposition is not approved by the Board; or (iv) there occurs a contested proxy solicitation of the Shareholders of the Company that results in the contesting party electing candidates to a majority of the Board’s positions next up for election.

Code. Internal Revenue Code of 1986, as amended.

Company. Corporate Property Associates 15 Incorporated, a corporation organized under the laws of the State of Maryland.

Competitive Real Estate Commission. The 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.

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Construction Fee. A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitation on a Property.

Contract Purchase Price. The amount actually paid for, or allocated to, the purchase, development, construction or improvement of a Property or acquired Loan or, in the case of an originated Loan, the principal amount of such Loan, exclusive, in each case, of Acquisition Fees and Acquisition Expenses.

Contract Sales Price. The total consideration received by the Company for the sale of Properties and Loans.

Cumulative Return. For the period for which the calculation is being made, the percentage resulting from dividing (A) the total Distributions for such period (not including Distributions out of Cash from Sales and Financings), by (B) the product of (i) the average Adjusted Investor Capital for such period (calculated on a daily basis), and (ii) the number of years (including fractions thereof) elapsed during such period. Notwithstanding the foregoing, neither the Shares received by the Advisor or its Affiliates for any consideration other than cash, nor the Distributions in respect of such Shares, shall be included in the foregoing calculation.

Development Fee. A fee for the packaging of a Property including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the specific Property, either initially or at a later date.

Directors. The persons holding such office, as of any particular time, under the Articles of Incorporation, whether they be the directors named therein or additional or successor directors.

Distributions. Distributions declared by the Board.

GAAP. Generally accepted accounting principles in the United States.

Good Reason. With respect to the termination of this Agreement, (i) any failure to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by the Company; provided that such breach (a) is of a material term or condition of this Agreement and (b) the Company has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach.

Gross Offering Proceeds. The aggregate purchase price of Shares sold in any Offering.

Independent Appraiser. A qualified appraiser of real estate as determined by the Board, who is not affiliated, directly or indirectly, with the Company, the Advisor or their respective Affiliates. 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 such qualification.

Independent Director. A Director of the Company who meets the criteria for an Independent Director specified in the Bylaws.

Individual. Any natural person and those organizations treated as natural persons in Section 542(a) of the Code.

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Initial Closing Date. The first date on which Shares were issued pursuant to an Offering.

Initial Investor Capital. The total amount of capital invested from time to time by Shareholders (computed at the Original Issue Price per Share), excluding any Shares received by the Advisor or its Affiliates for any consideration other than cash.

Investment Asset. Any Property, Loan or Other Permitted Investment Asset.

Loan Refinancing Fee. The Loan Refinancing Fee as defined in Section 9(e) hereof.

Loans. The notes and other evidences of indebtedness or obligations acquired or entered into by the Company as lender which are secured or collateralized by personal property, or fee or leasehold interests in real estate or other assets, including but not limited to first or subordinate mortgage loans, construction loans, development loans, loans secured by capital stock or any other assets or form of equity interest and any other type of loan or financial arrangement, such as providing or arranging for letters of credit, providing guarantees of obligations to third parties, or providing commitments for loans. The term “Loans” shall not include leases which are not recognized as leases for Federal income tax reporting purposes.

Market Value. The value calculated by multiplying the total number of outstanding Shares by the average closing price of the Shares over the 30 trading days beginning 180 calendar days after the Shares are first listed on a national security exchange or included for quotation on Nasdaq, as the case may be.

Nasdaq. The national automated quotation system operated by the National Association of Securities Dealers, Inc.

Offering. The offering of Shares pursuant to a Prospectus.

Operating Expenses. All operating, general and administrative expenses paid or incurred by the Company, as determined under GAAP, except the following: (insofar as they would otherwise be considered operating, general and administrative expenses under GAAP): (i) interest and discounts and other cost of borrowed money; (ii) taxes (including state and Federal income tax, property taxes and assessments, franchise taxes and taxes of any other nature); (iii) expenses of raising capital, including Organization and Offering Expenses, printing, engraving, and other expenses, and taxes incurred in connection with the issuance and distribution of the Company’s Shares and Securities; (iv) Acquisition Expenses, real estate commissions on resale of property and other expenses connected with the acquisition, disposition, origination, ownership and operation of real estate interests, mortgage loans, or other property, including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair and improvement of property; (v) Acquisition Fees or Subordinated Disposition Fees payable to the Advisor or any other party; (vi) non-cash items, such as depreciation, amortization, depletion, and additions to reserves for depreciation, amortization, depletion, losses and bad debts; (vii) Termination Fees; and (viii) Subordinated Incentive Fees paid in compliance with Section 9(i). Notwithstanding anything herein to the contrary, Operating Expenses shall include the Asset Management Fee and the Loan Refinancing Fee.

Organization and Offering Expenses. Those expenses payable by the Company in connection with the formation, qualification and registration of the Company and in marketing and distributing Shares, including, but not limited to: (i) the preparation, printing, filing and delivery of any registration statement or Prospectus and the preparing and printing of contractual agreements between the Company and the Sales Agent and the Selected Dealers (including copies thereof); (ii) the preparing and printing of the Articles of Incorporation and Bylaws, solicitation material and related documents and the filing and/or

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recording of such documents necessary to comply with the laws of the State of Maryland for the formation of a corporation and thereafter for the continued good standing of a corporation; (iii) the qualification or registration of the Shares under state securities or “Blue Sky” laws; (iv) any escrow arrangements, including any compensation to an escrow agent; (v) the filing fees payable to the SEC and to the National Association of Securities Dealers, Inc.; (vi) reimbursement for the reasonable and identifiable out-of-pocket expenses of the Sales Agent and the Selected Dealers, including the cost of their counsel; (vii) the fees of the Company’s counsel; (viii) all advertising expenses incurred in connection with the Offering, including the cost of all sales literature and the costs related to investor and broker-dealer sales and information meetings and marketing incentive programs; and (ix) selling commissions, certain annual monitoring fees paid to the Sales Agent with respect to Shares sold to clients of the Sales Agent or Selected Dealers, marketing fees, incentive fees, due diligence fees and wholesaling fees and expenses incurred in connection with the sale of the Shares.

Original Issue Price. For any share issued in an Offering, the price at which such Share was initially offered to the public by the Company, regardless of whether reduced selling commissions were paid in connection with the purchase of such Shares from the Company.

Other Permitted Investment Asset. An asset, other than cash, cash equivalents, short term bonds, auction rate securities and similar short term investments, acquired by the Company for investment purposes that is not a Loan or a Property and is consistent with the investment objectives and policies of the Company.

Other Permitted Investment Assets Fee. The Other Permitted Investment Assets Fee as defined in Section 9(h).

Person. An Individual, corporation, partnership, joint venture, association, company, trust, bank, or other entity, or government or any agency or political subdivision of a government.

Preferred Return. A Cumulative Return of six percent computed from the Initial Closing Date through the date as of which such amount is being calculated.

Property or Properties. The Company’s partial or entire interest in real property (including leasehold interests) and personal or mixed property connected therewith. An investment which obligates the Company to acquire a Property will be treated as a Property for purposes of this Agreement.

Property Management Fee. A fee for property management services rendered by the Advisor or its Affiliates in connection with Properties acquired directly or through foreclosure.

Prospectus. Any prospectus pursuant to which the Company offers Shares in a public offering, as the same may at any time and from time to time be amended or supplemented after the effective date of the registration statement in which it is included.

Redemptions. An amount determined by multiplying the number of Shares redeemed by the Original Issue Price.

REIT. A real estate investment trust, as defined in Sections 856-860 of the Code.

Sales Agent. Carey Financial Corporation.

Securities. Any stock, shares (other than currently outstanding Shares and subsequently issued Shares), voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or

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unsecured, convertible, subordinated or otherwise or in general any instruments commonly known as “securities” or any certificate of interest, shares or participation in temporary or interim certificates for receipts (or, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire any of the foregoing), which subsequently may be issued by the Company.

Selected Dealers. Broker-dealers who are members of the National Association of Securities Dealers, Inc. and who have executed an agreement with the Sales Agent in which the Selected Dealers agree to participate with the Sales Agent in the Offering.

Shareholders. Those Persons who, at the time any calculation hereunder is to be made, are shown as holders of record of Shares on the books and records of the Company.

Shares. All of the shares of common stock of the Company, $.001 par value, and any other shares of common stock of the Company.

Sponsor. W.P. Carey & Co. LLC and any other Person directly or indirectly instrumental in organizing, wholly or in part, the Company or any person who will control, manage or participate in the management of the Company, and any Affiliate of any such person. Sponsor does not include a person whose only relationship to the Company is that of an independent property manager and whose only compensation is as such. Sponsor also does not include wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services.

Subordinated Acquisition Fee. The Subordinated Acquisition Fee as defined in Section 9(c).

Subordinated Disposition Fee. The Subordinated Disposition Fee as defined in Section 9(g) hereof.

Subordinated Incentive Fee. The Subordinated Incentive Fee as defined in Section 9(i) hereof.

Termination Date. The effective date of any termination of this Agreement.

Termination Fee. An amount equal to 15% of the amount, if any, by which (1) the fair value of the Investment Assets, less the amount of all indebtedness secured by such Investment Assets and less any fees (other than the Termination Fee) payable to the Advisor, in each case as of the Termination Date, exceeds (2) the total of the Adjusted Investor Capital plus an amount equal to the Preferred Return through the Termination Date reduced by the total Distributions paid by the Company from its inception through the Termination Date (other than Distributions made from Cash from Sales and Financings that are counted in determining Adjusted Investor Capital). For purposes of calculating this Fee (i) the fair value of any Property shall be its Appraised Value, and (ii) any payments in respect of redeemed Shares (other than in respect of Redemptions intended to qualify as a liquidity event for purposes of this Agreement), Shares received by the Advisor or its Affiliates for any consideration other than cash and the Distributions in respect of such Shares shall be excluded.

Total Property Cost. With regard to any Property or Loan, an amount equal to the sum of the Contract Purchase Price of such Property or Loan plus the Acquisition Fees paid in connection with such Property or Loan.

Triggering Event. With regard to any Investment Asset, the occurrence of any of the following during the six months after the closing date of the acquisition of the Investment: (a) the failure by an obligor on an Investment Asset to pay rent, interest or principal, or other material payment, to the Company when due (after giving effect to all applicable grace periods) or (b) the obligor on an

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Investment Asset (including a guarantor) (1) commences a voluntary case or proceeding under applicable bankruptcy or reorganization law, (2) consents to the entry of a decree or order for relief in an involuntary proceeding under applicable bankruptcy law, (3) consents to the filing of a petition or the appointment of a custodian, receiver or liquidator, (4) makes an assignment for the benefit of creditors, (5) admits in writing its inability to pay its debts as they come due; (6) is the subject of a decree or order for relief entered by a court of competent jurisdiction in respect of such obligor in an involuntary bankruptcy case or proceeding, or a decree or order adjudging such obligor bankrupt or insolvent or appointing a custodian, receiver or liquidator for the obligor.

2. APPOINTMENT. The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

3. DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company 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 and Bylaws of the Company and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:

(a) serve as the Company’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 of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;

(c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to 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, mortgagors, 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 but not limited to entering into contracts in the name of the Company with any of the foregoing;

(d) consult with Directors of the Company and assist the Board in the formulation and implementation of the Company’s policies, and furnish the Board with such information, advice and recommendations as they may request with respect or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the Board.

(e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made, purchased or acquired by the Company; (iii) make investments in Investment Assets on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing of, make other changes in the asset or capital structure of, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Investment Assets; and (v) enter into leases and service contracts for Properties and, to the extent

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necessary, perform all other operational functions for the maintenance and administration of such Properties;

(f) provide the Board with periodic reports regarding prospective investments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter.

(g) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof;

(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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;

(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Investment Assets;

(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;

(k) 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 under this Agreement;

(l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;

(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;

(n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;

(o) maintain the books and records of the Company;

(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;

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(q) provide the Company with all necessary cash management services;

(r) do all things necessary to assure its ability to render the services described in this Agreement;

(s) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;

(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of, all appraisals obtained in connection with investments in Properties and Loans; and

(u) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.

(v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment Asset acquired during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether. after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment Asset, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.

4. AUTHORITY OF ADVISOR.

(a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select investment opportunities; (2) structure the terms and conditions of transactions pursuant to which investments will be made or acquired for the Company; (3) acquire Property, make or acquire Loans and make or acquire Other Permitted Investment Assets in compliance with the investment objectives and policies of the Company; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of or otherwise deal with, Investment Assets; (5) enter into leases and service contracts for Properties, and perform other property level operations; (6) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; and (7) undertake accounting and other record-keeping functions at the Investment Asset level.

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(b) The consideration paid for an Investment Asset acquired by the Company shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d)) invest on behalf of the Company in an Investment Asset so long as, in the Advisor’s good faith judgment, (i) the Total Property Cost of such Investment Asset does not exceed the fair market value thereof, and in the case of an Investment Asset that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment Asset, in conjunction with the Company’s other investments and proposed investments, at the time the Company is committed to purchase or originate the Investment Asset, is reasonably expected to fulfill the Company’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, Total Property Cost shall be measured at the date the Investment Asset is acquired and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board.

(c) Notwithstanding anything to the contrary contained I this Agreement, the Advisor shall not cause the Company to make investments that do not comply with Article VIII (Restrictions on Investment and Activities) and related sections of the Bylaws.

(d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: (i) investments in Properties made through co-investment or joint venture arrangements with the Sponsor, the Advisor or any of their Affiliates; (ii) investments in Investment Assets which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve conflicts of interest for the Advisor or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (iv) the lease of assets to the Sponsor, any Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or sale of an Investment Asset from or to the Advisor or an Affiliate; and (vi) the retention of any Affiliate of the Advisor to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws.

(e) 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. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, 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 prior to the date of receipt by the Advisor of such notification.

5. BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Company or in the name of the Company 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, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

6. RECORDS; ACCESS. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company.

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7. LIMITATIONS ON ACTIVITIES. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of the Company as a REIT, subject the Company to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its Securities, 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. Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to the Company, or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders except as provided in Sections 20 and 22 hereof.

8. RELATIONSHIP WITH DIRECTORS. There shall be no limitation on any shareholder, director, officer, employee or Affiliate of the Advisor serving as a Director or an officer of the Company, except that no employee of the Advisor or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than for reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board; for the avoidance of doubt, the limitations of this Section 8 shall not apply to any compensation paid by the Advisor or any Affiliate for which the Company reimbursed the Advisor or Affiliate in accordance with Section 10 hereof.

9. FEES.

(a) ASSET MANAGEMENT FEE. The Company shall pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one percent per annum of the Adjusted Invested Assets of the Company (the “Asset Management Fee”) calculated as set forth below. The Asset Management Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Investment Assets, on the basis of one-twelfth of one percent of the Adjusted Invested Assets for that month, computed as a daily average. The Asset Management Fee shall be prorated for the number of days during the month that the Company owns an Investment Asset. One-half of the Asset Management Fee with respect to a Property or Loan will be paid on the first business day of each month, beginning on the first business day after the month in which the Investment Asset was acquired or originated. The remaining one-half of the Asset Management Fee shall be subordinated to the extent described below and shall be payable quarterly. The subordinated Asset Management Fee for any quarter shall be payable only if the Preferred Return has been met through the end of the applicable quarter. Any portion of the subordinated Asset Management Fee not paid due to the Company’s failure to meet the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has met the Preferred Return. If at the end of any fiscal quarter, the Company’s Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the subordinated Asset Management Fee will be withheld consistent with Section 13. For purposes of calculating the value per share of restricted stock given for payment of the Asset Management Fee, the price per share shall be: (i) the net asset value per share as determined by the most recent appraisal performed by an independent third party at the time such Asset Management Fee was earned or, if an appraisal has not yet been made and accepted by the Company, (ii) $10 per share. Any part of the Asset

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Management Fee that has been subordinated pursuant to this subsection (a) shall not be deemed earned until such time as payable hereunder.

(b) ACQUISITION FEE. The Advisor may receive as compensation in connection with the investigation, selection, acquisition or origination (by purchase, investment or exchange) of any Property or Loan, an Acquisition Fee payable by the Company at the time such Property or Loan is acquired. The total such Acquisition Fees (not including Subordinated Acquisition Fees and any interest thereon) payable to the Advisor may not exceed two-and-one-half percent of the aggregate Total Property Cost of all Properties and Loans acquired or originated by the Company, subject to the limitations set forth in paragraph 9(d).

(c) SUBORDINATED ACQUISITION FEE. In addition to the Acquisition Fee described in Section 9(b) above, the Advisor may receive as additional compensation for services rendered in connection with the investigation, selection, acquisition or origination (by purchase, investment or exchange) of Properties and Loans a Subordinated Acquisition Fee payable by the Company to the Advisor or its Affiliates (the “Subordinated Acquisition Fee”). The total Subordinated Acquisition Fees paid may not exceed two percent of the aggregate Total Property Cost of all Properties and Loans purchased and originated by the Company, measured at such time as the Company shall have completed all Offerings (other than pursuant to its dividend reinvestment plan) and invested substantially all of the net proceeds of such Offerings, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in any transaction approves the excess as being commercially competitive, fair and reasonable to the Company. The unpaid portion of the Subordinated Acquisition Fee payable to the Advisor and its Affiliates with respect to any Property or Loan shall bear interest at the rate of five percent per annum from the date of acquisition of such Property or Loan until such portion is paid. Subject to the following sentence, the Subordinated Acquisition Fee with respect to any Investment Asset shall be payable in equal annual installments on January 1 of each of the three calendar years following the date such Asset was purchased; accrued interest on all unpaid Subordinated Acquisition Fees shall also be payable on such dates. The portion of the Subordinated Acquisition Fees, and accrued interest thereon, otherwise payable on any January 1 shall be payable only if the Preferred Return through the end of the fiscal year preceding such January 1 has been met. Any portion of the Subordinated Acquisition Fees, and accrued interest thereon, not paid due to the Company’s failure to meet the Preferred Return through any fiscal year end shall be paid by the Company on the January 1 following the first fiscal year thereafter through which the Preferred Return has been met.

(d) SIX PERCENT LIMITATION. The total amount of Acquisition Fees plus Subordinated Acquisition Fees and any interest thereon, whether payable to the Advisor or a third party, and Acquisition Expenses may not exceed six percent of the sum of the aggregate Contract Purchase Price of all Properties and Loans measured for the period beginning on the date of the initial acquisition of a Property or Loan by the Company and ending on each December 31 after the date hereof, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in any transaction approves fees in excess of this limit as being commercially competitive, fair and reasonable to the Company.

(e) LOAN REFINANCING FEE. The Company shall pay to the Advisor for all qualifying loan refinancings of Properties a Loan Refinancing Fee in the amount up to one percent of the principal amount of the refinanced loan. Any Loan Refinancing Fee shall be due and payable upon the funding of the related loan or as soon thereafter as is reasonably practicable. A refinancing will qualify for a Loan Refinancing Fee only if the refinanced loan is secured by Property and (i) the maturity date of the refinanced loan (which must have a term of five years or

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more) is less than one year from the date of the refinancing; or (ii) the terms of the new loan represent, in the judgment of a majority of the Independent Directors, an improvement over the terms of the refinanced loan; or (iii) the new loan is approved by the Board, including a majority of the Independent Directors and, in each case, the Loan Refinancing Fee is found, in the judgment of a majority of the Independent Directors, to be in the best interest of the Company.

(f) PROPERTY MANAGEMENT FEE. No Property Management Fee shall be paid unless approved by a majority of the Independent Directors.

(g) SUBORDINATED DISPOSITION FEE. If the Advisor or an Affiliate provides a substantial amount of services in the sale of a Property or Loan, the Advisor or such Affiliate shall receive a fee equal to the lesser of: (i) 50% of the Competitive Real Estate Commission and (ii) three percent of the Contract Sales Price of such Property (the “Subordinated Disposition Fee”). The Subordinated Disposition Fee will be paid only if Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the end of the fiscal quarter immediately preceding the date the Subordination Disposition Fee is paid. The return requirement will be deemed satisfied if the total Distributions paid by the Company have satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of: (i) six percent of the Contract Sales Price of such Property or (ii) the Competitive Real Estate Commission. The Advisor shall present to the Independent Directors such information as they may reasonably request to review the level of services provided by the Advisor in connection with a disposition and the basis for the calculation of the amount of the accrued Subordinated Disposition Fees on an annual basis. The amount of any accrued Subordinated Disposition Fee shall be deemed conclusively established once it has been approved by the Independent Directors, absent a subsequent finding of error. No payment of Subordinated Disposition Fees shall be made prior to review and approval of such information by the Independent Directors. If this Agreement is terminated prior to such time as the Shareholders have received (through liquidity or Distributions) a return of 100% of Initial Investor Capital plus a Preferred Return through the date of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and any unpaid Subordinated Disposition Fee on Properties sold prior to the date of termination will be payable if the Appraised Value of the Properties then owned by the Company plus Distributions to Shareholders prior to the date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Initial Investor Capital plus an amount sufficient to pay a Preferred Return through the date of termination of this Agreement. If the Company’s Shares are listed on a national securities exchange or included for quotation on Nasdaq and, at the time of such listing, the Advisor or an Affiliate has provided a substantial amount of services in the sale of Property, for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Shareholders will be deemed to have received a Distribution in an amount equal to the Market Value of the Company.

(h) OTHER PERMITTED INVESTMENT ASSETS FEE. The Advisor may receive as compensation for services rendered in connection with the investigation, selection, acquisition or origination of Other Permitted Investments a fee (the “Other Permitted Investment Assets Fee”) that shall be negotiated in good faith by the Advisor and the Company and approved by the

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Board (including a majority of the Independent Directors) on a case by case basis; provided that such compensation shall be on terms not more favorable, taken as a whole, than what the Advisor receives in respect of investments in Properties and Loans.

(i) SUBORDINATED INCENTIVE FEE. A fee shall be payable to the Advisor in an amount equal to 15% of Cash from Sales distributable to Shareholders after Shareholders have received a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date payment is made (the “Subordinated Incentive Fee”). For these purposes the Shareholders will be deemed to have been provided liquidity if the Shares are listed on a national security exchange or included for quotation on Nasdaq. The return requirement will be deemed satisfied if the total Distributions paid by the Company has satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. If liquidity is provided through the redemption plan, the value of the Company will be the redemption price, net of any surrender fee, multiplied by the total number of outstanding Shares. A similar measurement will be used for other forms of liquidity. The Company shall have the option to pay such fee in the form of a promissory note or as set forth in Section 9(l). The promissory note shall be fully amortizing over five years, provide for quarterly payments and bear interest at the prime rate announced from time to time in The Wall Street Journal.

(j) LOANS FROM AFFILIATES. The Company shall not borrow funds from the Advisor or its Affiliates unless (A) the transaction is approved by a majority of the Independent Directors and a majority of the Directors who are not interested in the transaction as being fair, competitive and commercially reasonable, (B) the interest and other financing charges or fees received by the Advisor or its Affiliates do not exceed the amount which would be charged by non-affiliated lending institutions and (C) the terms are not less favorable than those prevailing for comparable arm’s-length loans for the same purpose. The Company will not borrow on a long-term basis from the Advisor or its Affiliates unless it is to provide the debt portion of a particular investment and the Company is unable to obtain a permanent loan at that time or in the judgment of the Board, it is not in the Company’s best interest to obtain a permanent loan at the interest rates then prevailing and the Board has reason to believe that the Company will be able to obtain a permanent loan on or prior to the end of the loan term provided by the Advisor or its Affiliates.

(k) CHANGES TO FEE STRUCTURE. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors may consider any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in relation to the size, composition and profitability of the Company’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) 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; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure. The

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Independent Directors shall not approve any new fee structure that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.

(l) PAYMENT. Compensation payable to the Advisor pursuant to this Section 9 shall be paid in cash; provided, however, that any fee payable pursuant to Section 9 may be paid, at the option of the Advisor, in the form of: (i) cash, (ii) common stock of the Company, or (iii) a combination of cash and common stock. The Advisor shall notify the Company in writing annually of the form in which the fee shall be paid. Such notice shall be provided no later than January 15 of each year. If no such notice is provided, the fee shall be paid in cash. For purposes of the payment of compensation to the Advisor in the form of stock, the value of each share of common stock shall be: (i) the Net Asset Value per Share as determined by the most recent appraisal of the Company’s assets performed by an Independent Appraiser, or (ii) if an appraisal has not yet been performed, $10 per share. If shares are being offered to the public at the time a fee is paid with stock, the value shall be the price of the stock without commissions. The Net Asset Value determined on the basis of such appraisal may be adjusted on a quarterly basis by the Board to account for significant capital transactions. Stock issued by the Company to the Advisor in payment of fees hereunder shall be governed by the terms set forth in Schedule A hereto, or such other terms as the Advisor and the Company may from time to time agree.

10. EXPENSES. (a) Subject to the limitations set forth in Section 9(d), to the extent applicable, in addition to the compensation paid to the Advisor pursuant to Section 9 hereof, the Company shall pay directly or reimburse the Advisor for the following expenses:

(i) all Acquisition Expenses;

(ii) to the extent not otherwise included in Acquisition Expenses, all expenses of whatever nature reasonably incurred and directly connected with the proposed acquisition of any Investment that does not result in the actual acquisition of the Investment, including, without limitation, personnel costs;

(iii) expenses other than Acquisition Expenses incurred in connection with the investment of the funds of the Company, including, without limitation, costs of retaining industry or economic consultants and finder’s fees and similar payments, to the extent not paid by the seller of the Investment Asset or another third party, regardless of whether such expenses were incurred in transactions where a fee is not payable to the Advisor;

(iv) interest and other costs for borrowed money, including discounts, points and other similar fees;

(v) taxes and assessments on income of the Company, to the extent paid or advanced by the Advisor, or on Property and taxes as an expense of doing business;

(vi) costs associated with insurance required in connection with the business of the Company or by the Directors;

(vii) expenses of managing and operating Properties owned by the Company, whether payable to an Affiliate of the Advisor or a non-affiliated Person;

(viii) fees and expenses of legal counsel for the Company;

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(ix) fees and expense of auditors and accountants for the Company;

(x) all expenses in connection with payments to the Directors and meetings of the Directors and Shareholders;

(xi) expenses associated with listing the Shares and Securities on a securities exchange or Nasdaq if requested by the Board;

(xii) expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Board to the Shareholders;

(xiii) expenses of organizing, revising, amending, converting, modifying, or terminating the Company or the Articles of Incorporation;

(xiv) expenses of maintaining communications with Shareholders, including the cost of preparation, printing and mailing annual reports and other Shareholder reports, proxy statements and other reports required by governmental entities;

(xv) expenses related to the Properties and Loans and other fees relating to making investments including personnel and other costs incurred in Property or Loan transactions where a fee is not payable to the Advisor other than as provided in Section 10(b) hereof; and

(xvi) all other expenses the Advisor incurs in connection with providing services to the Company, including reimbursement to the Advisor or its Affiliates for the cost of rent, goods, materials and personnel incurred by them based upon the compensation of the Persons involved and an appropriate share of overhead allocable to those Persons as reasonably determined by the Advisor on a basis approved annually by the Board (including a majority of the Independent Directors). No reimbursement shall be made for the cost of personnel to the extent that such personnel are used in transactions for which the Advisor receives a separate fee.

(b) Expenses incurred by the Advisor on behalf of the Company and payable pursuant to this Section 10 shall be reimbursed quarterly to the Advisor within 60 days after the end of each quarter, subject to the provisions of Section 13 hereof. The Advisor shall prepare a statement documenting the Operating Expenses within 45 days after the end of each quarter.

11. OTHER SERVICES. Should the Board request that the Advisor or any shareholder or employee thereof render services for the Company other than as set forth in Section 3 hereof, such services shall be separately compensated and shall not be deemed to be services pursuant to the terms of this Agreement.

12. FIDELITY BOND. The Advisor shall maintain a fidelity bond for the benefit of the Company which bond shall insure the Company from losses of up to $5,000,000 and shall be of the type customarily purchased by entities performing services similar to those provided to the Company by the Advisor.

13. LIMITATION ON EXPENSES.

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(a) Operating Expenses of the Company during the 12-month period ending with the last day of any fiscal quarter of the Company exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of the Company during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and the Company shall not be liable for payment therefor.

(b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any such excess amount, or a portion thereof as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount justified based on such unusual and non-recurring factors as they deem sufficient, the Company shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Company’s Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on any such quarter. In no event shall the Operating Expenses paid by the Company in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines.

(c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse the Company for any amounts expended by the Company in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines.

(d) To the extent Organization and Offering Expenses payable by the Company exceed 15% of the Gross Offering Proceeds, the excess will be paid by the Advisor.

(e) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

(f) If the Advisor receives a Subordinated Incentive Fee for the sale of Property, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the sale of such Property.

14. OTHER ACTIVITIES OF THE ADVISOR. Nothing herein contained shall prevent the Advisor from engaging in other activities, including without limitation direct investment by the Advisor and its Affiliates in assets that would be suitable for the Company, the rendering of advice to other investors (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of the Advisor or any of its Affiliates or of any director, officer, employee or shareholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each other participant therein. Without limiting the generality of the foregoing, the Company acknowledges that the Advisor provides or will provide services to other CPA REIT funds, whether now in existence or formed hereafter, and that the Advisor and its Affiliates may invest for their own account. The Advisor shall be responsible for promptly reporting to the Board the existence of any actual or potential conflict of interest that arises that may affect its performance of its duties under this Agreement. If the Sponsor, Advisor, Director or Affiliates thereof has or have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as the Company, it shall be the duty of the Advisor to adopt a

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reasonable method by which properties are to be allocated to the competing investment entities and to use its best efforts to apply such method fairly to the Company.

The Advisor shall be required to use its best efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but subject to the last sentence of the preceding paragraph, neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character which, if presented to the Company, could be taken by the Company.

If the Advisor or its Affiliates is presented with a potential investment which might be made by the Company and by another investment entity which the Advisor or its Affiliates advises or manages, the Advisor shall consider, among other things, the investment portfolio of each entity, cash flow of each entity, the effect of the acquisition on the diversification of each entity’s portfolio, rental payments during any renewal period, the estimated income tax effects of the purchase on each entity, the policies of each entity relating to leverage, the funds of each entity available for investment, the amount of equity required to make the investment and the length of time such funds have been available for investment.

15. RELATIONSHIP OF ADVISOR AND COMPANY. The Company and the Advisor agree that they have not created and do not intend to create by this Agreement a joint venture or partnership relationship between them and nothing in this Agreement shall be construed to make them partners or joint venturers or impose any liability as partners or joint venturers on either of them.

16. TERM; TERMINATION OF AGREEMENT. This Agreement, as amended and restated, shall continue in force until September 30, 2010 and thereafter shall be automatically renewed for successive one year periods, unless either party shall give notice in writing of non-renewal to the other party not less than 60 days before the end of any such year.

17. TERMINATION BY COMPANY. At the sole option the Board (including a majority of the Independent Directors), this Agreement may be terminated immediately by written notice of termination from the Company to the Advisor upon the occurrence of events which would constitute Cause or if any of the following events occur:

(a) If the Advisor shall breach this Agreement; provided that such breach (i) is of a material term or condition of this Agreement and (ii) the Advisor has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach;

(b) If 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 of 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 30 days; or

(c) If 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 of 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.

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Any notice of termination under Section 16 or 17 shall be effective on the date specified in such notice, which may be the day on which such notice is given or any date thereafter. The Advisor agrees that if any of the events specified in Section 17(b) or (c) shall occur, it shall give written notice thereof to the Board within 15 days after the occurrence of such event.

18. TERMINATION BY EITHER PARTY. This Agreement may be terminated immediately without penalty (but subject to the requirements of Section 20 hereof) by the Advisor by written notice of termination to the Company upon the occurrence of events which would constitute Good Reason or by the Company without cause or penalty (but subject to the requirements of Section 20 hereof) by action of a majority of the Independent Directors or by action of a majority of the Shareholders, in either case upon 60 days’ written notice.

19. ASSIGNMENT PROHIBITION. This Agreement may not be assigned by the Advisor without the approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

20. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.

(a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from the Company the following:

(i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor;

(ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date;

(iii) all earned but unpaid Subordinated Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date;

(iv) all earned but unpaid Subordinated Disposition Fees payable to the Advisor relating to the sale of any Property prior to the Termination Date;

(v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and

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(vi) all earned but unpaid Property Management Fees payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement.

(b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause or by the Advisor other than for Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) above.

(c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if:

(i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or

(ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion.

(d) Any and all amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of the Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”) . The Note, if any, may be prepaid by the Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investment Assets during which the Advisor provided services to the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by the Company divided by the total fair value (at the Termination Date) of all Investment Assets owned by the Company on the Termination Date.

(e) The Advisor shall promptly upon termination:

(i) pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

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(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 Properties and Loans, and documents of the Company then in the custody of the Advisor; and

(iv) cooperate with the Company to provide an orderly management transition.

21. INDEMNIFICATION BY THE COMPANY. (a) The Company shall not indemnify the Advisor or any of its Affiliates for any loss or liability suffered by the Advisor or the Affiliate, or hold the Advisor or the Affiliate harmless for any loss or liability suffered by the Company, unless all of the following conditions are met:

(i) The Advisor or Affiliate has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company;

(ii) The Advisor or the Affiliate was acting on behalf of or performing services for the Company; and

(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor or the Affiliate.

(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by the Company for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws 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 particular indemnitee;

(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or

(iii) A court of competent jurisdiction approves a settlement of the claims against a particular 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 securities of the Company were offered or sold as to indemnification for violation of securities laws.

(c) The Company shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of 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;

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(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and

(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.

(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 21 for any activity which the Advisor shall be required to indemnify or hold harmless the Company pursuant to Section 22.

(e) Any amounts paid pursuant to this Section 21 shall be recoverable or paid only out the net assets of the Company and not from Shareholders.

22. INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company from liability, claims, damages, taxes or losses and related expenses including 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, misconduct, negligence or reckless disregard of its duties.

23. NOTICES. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:

To the Board and to the Company:	Corporate Property Associates 15 Incorporated 50 Rockefeller Plaza New York, NY 10020
To the Advisor:	Carey Asset Management Corp. 50 Rockefeller Plaza New York, NY 10020

Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 23.

24. MODIFICATION. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees.

25. 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.

26. CONSTRUCTION. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York.

27. 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

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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.

28. INDULGENCES, NOT WAIVERS. 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.

29. GENDER. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

30. TITLES NOT TO AFFECT INTERPRETATION. 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.

31. EXECUTION IN COUNTERPARTS. This Agreement may be executed 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. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

32. NAME. W.P. Carey & Co. LLC has a proprietary interest in the name “Corporate Property Associates” and “CPA(R)” Accordingly, and in recognition of this right, if at any time the Company ceases to retain Carey Asset Management Corp., or an Affiliate thereof to perform the services of Advisor, the Company will, promptly after receipt of written request from Carey Asset Management Corp., cease to conduct business under or use the name “Corporate Property Associates” or “CPA(R)” or any diminutive thereof and the Company shall use its best efforts to change the name of the Company to a name that does not contain the name “Corporate Property Associates” or “CPA(R)” or any other word or words that might, in the sole discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any Affiliate thereof. 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 “Corporate Property Associates” or “CPA(R)” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company or its Directors.

33. INITIAL INVESTMENT. The Advisor has contributed to the Company $200,000 in exchange for 20,000 Shares (the “Initial Investment”). The Advisor or its Affiliates may not sell any of the Shares purchased with the Initial Investment during the term of this Agreement. The restrictions included above shall not continue to apply to any Shares other than the Share acquired through the Initial Investment acquired by the Advisor or its Affiliates. The Advisor shall not vote any Shares it now owns or hereafter acquires in any vote for the election of Directors or any vote regarding the approval or termination of any contract with the Advisor or any of its Affiliates.

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IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the day and year first above written.

CORPORATE PROPERTY ASSOCIATES 15 INCORPORATED
By:	/s/ Mark J. DeCesaris
	Name:	Mark J. DeCesaris
	Title:	Managing Director and Acting Chief Financial Officer
CAREY ASSET MANAGEMENT CORP.
By:	/s/ Gordon F. DuGan
	Name:	Gordon F. DuGan
	Title:	President and Chief Executive Officer

SCHEDULE A

This Schedule sets forth the terms governing any Shares issued by the Company to the Advisor in payment of advisory fees set forth in the Agreement.

1. Restrictions. The Shares are subject to vesting over a five-year period. The Shares shall vest ratably over a five-year period with 20% of the Shares paid in each payment vesting on each of the first through fifth anniversary of the date hereof. Prior to the vesting of the ownership of the Shares in the Advisor, the Shares may not be transferred by the Advisor.

2. Immediate Vesting. Upon the expiration of the Agreement for any reason other than a termination for Cause under paragraph 17 or upon a “Change of Control” of CPA(R):15 (as defined below), all Shares granted to the Advisor hereunder shall vest immediately and all restrictions shall lapse. For purposes of this Schedule A, a “Change of Control” of the Company shall be deemed to have occurred if there has been a change in the ownership 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 Securities Exchange Act of 1934, as amended (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,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any of its subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 14b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of either (A) the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) or (B) the then outstanding common stock of the Company (in either such case other than as a result of acquisition of securities directly from the Company);

(ii) persons who, as of the date hereof, 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 the date hereof whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall be considered an Incumbent Director; or

(iii) the stockholders of the Company shall approve (A) any consolidation or merger of the Company or any subsidiary where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the voting equity of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent entity, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company.

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of Shares of Common Stock outstanding, increases (A) the proportionate number of Shares beneficially owned by any person to 25% or more of the Shares then outstanding, or

Sch A-1

(B) the proportionate voting power represented by the Shares beneficially owned by any person to 25% or more of the combined voting power of all then outstanding voting Securities; provided, however, that if any person referred to in clause (A) or (B) of this sentence shall thereafter become the beneficial owner of any additional Shares or other Voting Securities (other than pursuant to a Share split, Share dividend, or similar transaction), then a “Change of Control” shall be deemed to have occurred for purposes of the foregoing clause (i).

3. Exception. Notwithstanding anything else in this Agreement to the contrary, the Shares shall continue to vest according to the vesting schedule in Section 1 regardless of: (a) the expiration of the Advisory Agreement for any reason other than a termination by the Company for Cause or a resignation by the Advisor for other than Good Reason, (b) the merger of the Company and an Affiliate of the Company or (c) any “Change of Control” of the Company in connection with a merger with an Affiliate of the Company.

Sch A-2

EX-10.3

Exhibit 10.3

EXECUTION COPY

AMENDED AND RESTATED ADVISORY AGREEMENT

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of October 1, 2009, is between CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED, a Maryland corporation (the “Company”), and CAREY ASSET MANAGEMENT CORP., a Delaware corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC (the “Advisor”).

W I T N E S S E T H:

WHEREAS, the Company intends to qualify as a REIT (as defined below), and to invest its funds in investments permitted by the terms of any prospectus pursuant to which it raised equity capital and Sections 856 through 860 of the Code (as defined below);

WHEREAS, the Company and the Advisor entered into an initial advisory agreement, dated December 19, 2003, which has been subsequently amended and restated;

WHEREAS, the Company desires to continue to avail itself of the experience, sources of information, advice and assistance of, and certain facilities available to, 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 of the Company, all as provided herein;

WHEREAS, the Advisor is willing to continue to render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth; and

WHEREAS, the parties desire to further amend and restate their mutual agreements as set forth herein;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms have the definitions hereinafter indicated:

“2%/25% Guidelines.” The requirement, as provided for in Section 13 hereof, that, in the 12-month period ending on the last day of any fiscal quarter, Operating Expenses not exceed the greater of two percent of Average Invested Assets during such 12-month period or 25% of the Company’s Adjusted Net Income over the same 12-month period.

“Acquisition Expense.” To the extent not paid or to be paid by the seller or lessee in the case of a Property or the borrower in the case of a Loan, those expenses, including but not limited to travel and communications expenses, the cost of appraisals, title insurance, nonrefundable option payments on Property not acquired, legal fees and expenses, accounting fees and expenses and miscellaneous expenses, related to selection, acquisition and origination of Properties and Loans, whether or not a particular Property or Loan ultimately is acquired or originated. Acquisition Expenses shall not include Acquisition Fees.

“Acquisition Expense Allowance.” An amount equal to one half percent of the Contract Purchase Price of a Property or Loan, to be paid to the Advisor in connection with Properties and Loans acquired

using proceeds of the Part I Offering, to provide for the payment by the Advisor of Acquisition Expenses and such other expenses as provided in Section 10(b) hereof.

“Acquisition Fee.” Any fee or commission (including any interest thereon) paid by the Company to the Advisor or, with respect to Section 9(d), by the Company to any party, in connection with the making or investing in Loans and the purchase, development or construction of Properties by the Company. A Development Fee or a Construction Fee paid to a Person not affiliated with the Sponsor in connection with the actual development or construction of a project after acquisition of the Property by the Company shall not be deemed an Acquisition Fee. Acquisition Fees include, but are not limited to, any real estate commission, selection fee, development fee (other than as described above) or any fee of a similar nature, however designated. Acquisition Fees include Subordinated Acquisition Fees unless the context otherwise requires. Acquisition Fees shall not include Acquisition Expenses or the Acquisition Expense Allowance.

“Adjusted Invested Assets.” The average during any period of the aggregate historical cost, or to the extent available for a particular asset, the most recent Appraised Value, of the Investment Assets of the Company, before accumulated reserves for depreciation or bad debt allowances or other similar non-cash reserves, computed (unless otherwise specified) by taking the average of such values at the end of each month during such period.

“Adjusted Investor Capital.” As of any date, the Initial Investor Capital reduced by any Redemptions, other than Redemptions intended to qualify as a liquidity event for purposes of this Agreement, and by any other Distributions on or prior to such date determined by the Board to be from Cash from Sales and Financings.

“Adjusted Net Income.” For any period, the total revenues recognized in such period, less the total expenses recognized in such period, excluding additions to reserves for depreciation and amortization, bad debts or other similar non-cash reserves; provided, however, if the Advisor receives a Subordinated Incentive Fee, Adjusted Net Income for purposes of calculating total allowable Operating Expenses shall exclude any gain, losses or writedowns from the sale of the Company’s assets that gave rise to such Subordinated Incentive Fee.

“Advisor.” Carey Asset Management Corp, a corporation organized under the laws of the State of Delaware and wholly-owned by W. P. Carey & Co. LLC.

“Affiliate.” An Affiliate of another Person shall include any of the following: (i) any Person directly or indirectly owning, controlling, or holding, with power to vote ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with 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; or (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

“Agreement.” This Advisory Agreement.

“Appraised Value.” Value according to an appraisal made by an Independent Appraiser, which may take into consideration any factor deemed appropriate by such Independent Appraiser, including, but not limited to, the terms and conditions of any lease of the relevant property, the quality of any lessee’s credit and the conditions of the credit markets. The Appraised Value may be greater than the construction cost or the replacement cost of the property. For purposes of the definition of Adjusted Invested Assets,

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Appraised Value shall not include the initial appraisal of any property in connection with the acquisition of that property.

“Articles of Incorporation.” Articles of Incorporation of the Company under the General Corporation Law of Maryland, as amended from time to time, pursuant to which the Company is organized.

“Asset Management Fee.” The Asset Management Fee as defined in Section 9(a) hereof.

“Average Invested Assets.” The average during any period of the aggregate book value of the assets of the Company invested, directly or indirectly, in Properties and in Loans, before deducting reserves for depreciation, bad debts, impairments, amortization and all other similar non-cash reserves, computed by taking the average of such values at the end of each month during such period.

“Board or Board of Directors.” The Board of Directors of the Company.

“Bylaws.” The bylaws of the Company.

“Cash from Financings.” Net cash proceeds realized by the Company from the financing of Investment Assets or the refinancing of any Company indebtedness.

“Cash from Sales.” Net cash proceeds realized by the Company from the sale, exchange or other disposition of any of its assets after deduction of all expenses incurred in connection therewith. Cash from Sales shall not include Cash from Financings.

“Cash from Sales and Financings.” The total sum of Cash from Sales and Cash from Financings.

“Cause.” With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor that, in each case, is determined by a majority of the Independent Directors to be materially adverse to the Company, or a breach of a material term or condition of this Agreement by the Advisor and the Advisor has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach.

“Change of Control.” 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 Securities Exchange Act of 1934, as amended (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 8.5% 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; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of the Company to another entity, which disposition is not approved by the Board; or (iv) there occurs a contested proxy solicitation of the Shareholders of the Company that results in the contesting party electing candidates to a majority of the Board’s positions next up for election.

“Code.” Internal Revenue Code of 1986, as amended.

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“Company.” Corporate Property Associates 16 — Global Incorporated, a corporation organized under the laws of the State of Maryland.

“Competitive Real Estate Commission.” The 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.” A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitation on a Property.

“Contract Purchase Price.” The amount actually paid for, or allocated to, the purchase, development, construction or improvement of a Property or acquired Loan or, in the case of an originated Loan, the principal amount of such Loan, exclusive, in each case, of Acquisition Fees, Acquisition Expenses and the Acquisition Expense Allowance.

“Contract Sales Price.” The total consideration received by the Company for the sale of Properties and Loans.

“Cumulative Return.” For the period for which the calculation is being made, the percentage resulting from dividing (A) the total Distributions for such period (not including Distributions out of Cash from Sales and Financings), by (B) the product of (i) the average Adjusted Investor Capital for such period (calculated on a daily basis), and (ii) the number of years (including fractions thereof) elapsed during such period. Notwithstanding the foregoing, neither the Shares received by the Advisor or its Affiliates for any consideration other than cash, nor the Distributions in respect of such Shares, shall be included in the foregoing calculation.

“Development Fee.” A fee for the packaging of a Property including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the specific Property, either initially or at a later date.

“Directors.” The persons holding such office, as of any particular time, under the Articles of Incorporation, whether they be the directors named therein or additional or successor directors.

“Distributions.” Distributions declared by the Board.

“GAAP.” Generally accepted accounting principles in the United States.

“Good Reason.” With respect to the termination of this Agreement, (i) any failure to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by the Company; provided that such breach (a) is of a material term or condition of this Agreement and (b) the Company has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach.

“Gross Offering Proceeds.” The aggregate purchase price of Shares sold in any Offering.

“Independent Appraiser.” A qualified appraiser of real estate as determined by the Board, who is not affiliated, directly or indirectly, with the Company, the Advisor or their respective Affiliates.

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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 such qualification.

“Independent Director.” A Director of the Company who meets the criteria for an Independent Director specified in the Bylaws.

“Individual.” Any natural person and those organizations treated as natural persons in Section 542(a) of the Code.

“Initial Closing Date.” The first date on which Shares were issued pursuant to an Offering.

“Initial Investor Capital.” The total amount of capital invested from time to time by Shareholders (computed at the Original Issue Price per Share), excluding any Shares received by the Advisor or its Affiliates for any consideration other than cash.

“Investment Asset.” Any Property, Loan or Other Permitted Investment Asset.

“Loan Refinancing Fee.” The Loan Refinancing Fee as defined in Section 9(e) hereof.

“Loans.” The notes and other evidences of indebtedness or obligations acquired or entered into by the Company as lender which are secured or collateralized by personal property, or fee or leasehold interests in real estate or other assets, including but not limited to first or subordinate mortgage loans, construction loans, development loans, loans secured by capital stock or any other assets or form of equity interest and any other type of loan or financial arrangement, such as providing or arranging for letters of credit, providing guarantees of obligations to third parties, or providing commitments for loans. The term “Loans” shall not include leases which are not recognized as leases for Federal income tax reporting purposes.

“Market Value.” The value calculated by multiplying the total number of outstanding Shares by the average closing price of the Shares over the 30 trading days beginning 180 calendar days after the Shares are first listed on a national security exchange or included for quotation on Nasdaq, as the case may be.

“Nasdaq.” The national automated quotation system operated by the National Association of Securities Dealers, Inc.

“Offering.” The offering of Shares pursuant to a Prospectus.

“Operating Expenses.” All operating, general and administrative expenses paid or incurred by the Company, as determined under GAAP, except the following (insofar as they would otherwise be considered operating, general and administrative expenses under GAAP): (i) interest and discounts and other cost of borrowed money; (ii) taxes (including state and Federal income tax, property taxes and assessments, franchise taxes and taxes of any other nature); (iii) expenses of raising capital, including Organization and Offering Expenses, printing, engraving, and other expenses, and taxes incurred in connection with the issuance and distribution of the Company’s Shares and Securities; (iv) Acquisition Expenses, real estate commissions on resale of property and other expenses connected with the acquisition, disposition, origination, ownership and operation of real estate interests, mortgage loans, or other property, including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, maintenance, repair and improvement of property; (v) Acquisition Fees or Subordinated Disposition Fees payable to the Advisor or any other party; (vi) non-cash items, such as depreciation, amortization, depletion, and additions to reserves for depreciation, amortization, depletion, losses and bad

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debts; (vii) Termination Fees; and (viii) Subordinated Incentive Fees paid in compliance with Section 9(i). Notwithstanding anything herein to the contrary, Operating Expenses shall include the Asset Management Fee and the Loan Refinancing Fee.

“Organization and Offering Expenses.” Those expenses payable by the Company in connection with the formation, qualification and registration of the Company and in marketing and distributing Shares, including, but not limited to: (i) the preparation, printing, filing and delivery of any registration statement or Prospectus and the preparing and printing of contractual agreements between the Company and the Sales Agent and the Selected Dealers (including copies thereof); (ii) the preparing and printing of the Articles of Incorporation and Bylaws, solicitation material and related documents and the filing and/or recording of such documents necessary to comply with the laws of the State of Maryland for the formation of a corporation and thereafter for the continued good standing of a corporation; (iii) the qualification or registration of the Shares under state securities or “Blue Sky” laws; (iv) any escrow arrangements, including any compensation to an escrow agent; (v) the filing fees payable to the SEC and to the National Association of Securities Dealers, Inc.; (vi) reimbursement for the reasonable and identifiable out-of-pocket expenses of the Sales Agent and the Selected Dealers, including the cost of their counsel; (vii) the fees of the Company’s counsel; (viii) all advertising expenses incurred in connection with the Offering, including the cost of all sales literature and the costs related to investor and broker-dealer sales and information meetings and marketing incentive programs; and (ix) selling commissions, marketing fees, incentive fees, due diligence fees and wholesaling fees and expenses incurred in connection with the sale of the Shares.

“Original Issue Price.” For any share issued in an Offering, the price at which such Share was initially offered to the public by the Company, regardless of whether selling commissions were paid in connection with the purchase of such Shares from the Company.

“Other Permitted Investment Asset.” An asset, other than cash, cash equivalents, short term bonds, auction rate securities and similar short term investments, acquired by the Company for investment purposes that is not a Loan or a Property and is consistent with the investment objectives and policies of the Company.

“Other Permitted Investment Assets Fee.” The Other Permitted Investment Assets Fee as defined in Section 9(h).

“Part I Offering.” The Offering of 110,000,000 Shares of the Company, declared effective by the Securities and Exchange Commission pursuant to the Company’s Registration Statement on Form S-11 (File No. 333-106838).

“Part II Offering.” The Offering of 55,000,000 Shares of the Company, declared effective by the Securities and Exchange Commission pursuant to the Company’s Registration Statement on Form S-11 (File No. 333-119265).

“Person.” An Individual, corporation, partnership, joint venture, association, company, trust, bank, or other entity, or government or any agency or political subdivision of a government.

“Preferred Return.” A Cumulative Return of six percent computed from the Initial Closing Date through the date as of which such amount is being calculated.

“Property or Properties.” The Company’s partial or entire interest in real property (including leasehold interests) and personal or mixed property connected therewith. An investment which obligates the Company to acquire a Property will be treated as a Property for purposes of this Agreement

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“Property Management Fee.” A fee for property management services rendered by the Advisor or its Affiliates in connection with Properties acquired directly or through foreclosure.

“Prospectus.” Any prospectus pursuant to which the Company offers Shares in a public offering, as the same may at any time and from time to time be amended or supplemented after the effective date of the registration statement in which it is included.

“Redemptions.” An amount determined by multiplying the number of Shares redeemed by the Original Issue Price.

“REIT.” A real estate investment trust, as defined in Sections 856-860 of the Code.

“Sales Agent.” Carey Financial Corporation.

“Securities.” Any stock, shares (other than currently outstanding Shares and subsequently issued Shares), 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 certificate of interest, shares or participation in temporary or interim certificates for receipts (or, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire any of the foregoing), which subsequently may be issued by the Company.

“Selected Dealers.” Broker-dealers who are members of the National Association of Securities Dealers, Inc. and who have executed an agreement with the Sales Agent in which the Selected Dealers agree to participate with the Sales Agent in the Offering.

“Shareholders.” Those Persons who, at the time any calculation hereunder is to be made, are shown as holders of record of Shares on the books and records of the Company.

“Shares.” All of the shares of common stock of the Company, $.001 par value, and any other shares of common stock of the Company.

“Sponsor.” W.P. Carey & Co. LLC and any other Person directly or indirectly instrumental in organizing, wholly or in part, the Company or any person who will control, manage or participate in the management of the Company, and any Affiliate of any such person. Sponsor does not include a person whose only relationship to the Company is that of an independent property manager and whose only compensation is as such. Sponsor also does not include wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services.

“Subordinated Acquisition Fee.” The Subordinated Acquisition Fee as defined in Section 9(c).

“Subordinated Disposition Fee.” The Subordinated Disposition Fee as defined in Section 9(g) hereof.

“Subordinated Incentive Fee.” The Subordinated Incentive Fee as defined in Section 9(i) hereof.

“Termination Date.” The effective date of any termination of this Agreement.

“Termination Fee.” An amount equal to 15% of the amount, if any, by which (1) the fair value of the Investment Assets, less the amount of all indebtedness secured by such Investment Assets and less any fees (other than the Termination Fee) payable to the Advisor, in each case as of the Termination Date, exceeds (2) the total of the Adjusted Investor Capital plus an amount equal to the Preferred Return

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through the Termination Date reduced by the total Distributions paid by the Company from its inception through the Termination Date (other than Distributions made from Cash from Sales and Financings that are counted in determining Adjusted Investor Capital). For purposes of calculating this Fee (i) the fair value of any Property shall be its Appraised Value, and (ii) any payments in respect of redeemed Shares (other than in respect of Redemptions intended to qualify as a liquidity event for purposes of this Agreement), Shares received by the Advisor or its Affiliates for any consideration other than cash and the Distributions in respect of such Shares shall be excluded.

“Total Property Cost.” With regard to any Property or Loan, an amount equal to the sum of the Contract Purchase Price of such Property or Loan plus the Acquisition Fees paid in connection with such Property or Loan.

“Triggering Event.” With regard to any Investment Asset, the occurrence of any of the following during the six months after the closing date of the acquisition of the Investment Asset: (a) the failure by an obligor on an Investment to pay rent, interest or principal, or other material payment, to the Company when due (after giving effect to all applicable grace periods) or (b) the obligor on an Investment Asset (including a guarantor) (1) commences a voluntary case or proceeding under applicable bankruptcy or reorganization law, (2) consents to the entry of a decree or order for relief in an involuntary proceeding under applicable bankruptcy law, (3) consents to the filing of a petition or the appointment of a custodian, receiver or liquidator, (4) makes an assignment for the benefit of creditors, (5) admits in writing its inability to pay its debts as they come due; (6) is the subject of a decree or order for relief entered by a court of competent jurisdiction in respect of such obligor in an involuntary bankruptcy case or proceeding, or a decree or order adjudging such obligor bankrupt or insolvent or appointing a custodian, receiver or liquidator for the obligor.

2. Appointment. The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

3. Duties of the Advisor. The Advisor undertakes to use its best efforts to present to the Company 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 and Bylaws of the Company and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:

(a) serve as the Company’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 of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company;

(c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to 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, mortgagors, 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

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Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing;

(d) consult with Directors of the Company and assist the Board in the formulation and implementation of the Company’s policies, and furnish the Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the Board;

(e) subject to the provisions of Sections 3(g) and 4 hereof: (i) locate, analyze and select potential investments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made, purchased or acquired by the Company; (iii) make investments in Investment Assets on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing of, make other changes in the asset or capital structure of, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Investment Assets; and (v) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties;

(f) provide the Board with periodic reports regarding prospective investments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;

(g) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof;

(h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, 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;

(i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Investment Assets;

(j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans;

(k) 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 under this Agreement;

(l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company;

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(m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations;

(n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;

(o) maintain the books and records of the Company;

(p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans;

(q) provide the Company with all necessary cash management services;

(r) do all things necessary to assure its ability to render the services described in this Agreement;

(s) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances;

(t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to or maintain on behalf of the Company copies of, all appraisals obtained in connection with investments in Properties and Loans; and

(u) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.

(v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment Asset, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.

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4. Authority of Advisor.

(a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select investment opportunities; (2) structure the terms and conditions of transactions pursuant to which investments will be made or acquired for the Company; (3) acquire Property, make or acquire Loans and make or acquire Other Permitted Investment Assets in compliance with the investment objectives and policies of the Company; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of or otherwise deal with, Investment Assets; (5) enter into leases and service contracts for Properties, and perform other property level operations; (6) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; and (7) undertake accounting and other record-keeping functions at the Investment Asset level.

(b) The consideration paid for an Investment acquired by the Company shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d)) invest on behalf of the Company in an Investment Asset so long as, in the Advisor’s good faith judgment, (i) the Total Property Cost of such Investment Asset does not exceed the fair market value thereof, and in the case of an Investment Asset that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment Asset, in conjunction with the Company’s other investments and proposed investments, at the time the Company is committed to purchase or originate the Investment Asset, is reasonably expected to fulfill the Company’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, Total Property Cost shall be measured at the date the Investment Asset is acquired and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause the Company to make investments that do not comply with Article VIII (Restrictions on Investments and Activities) and related sections of the Bylaws.

(d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: (i) investments in Properties made through co-investment or joint venture arrangements with the Sponsor, the Advisor or any of their Affiliates; (ii) investments in Investment Assets which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve conflicts of interest for the Advisor or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (iv) the lease of assets to the Sponsor, any Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or sale of an Investment Asset from or to the Advisor or an Affiliate; and (vi) the retention of any Affiliate of the Advisor to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws.

(e) 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. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be

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effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

5. Bank Accounts. The Advisor may establish and maintain one or more bank accounts in its own name for the account of the Company or in the name of the Company 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, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Company.

6. Records; Access. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of the Company.

7. Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of the Company as a REIT, subject the Company to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its Securities, 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. Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them, shall not be liable to the Company, or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders except as provided in Sections 20 and 22 hereof.

8. Relationship with Directors. There shall be no limitation on any shareholder, director, officer, employee or Affiliate of the Advisor serving as a Director or an officer of the Company, except that no employee of the Advisor or its Affiliates who also is a Director or officer of the Company shall receive any compensation from the Company for serving as a Director or officer other than for reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board; for the avoidance of doubt, the limitations of this Section 8 shall not apply to any compensation paid by the Advisor or any Affiliate for which the Company reimbursed the Advisor or Affiliate in accordance with Section 10 hereof.

9. Fees.

(a) Asset Management Fee. The Company shall pay to the Advisor as compensation for the advisory services rendered to the Company hereunder an amount equal to one percent per annum of the Adjusted Invested Assets of the Company (the “Asset Management Fee”) calculated as set forth below. The Asset Management Fee will be calculated monthly, beginning with the month in which the Company first makes an investment in Investment Assets, on the basis of one-twelfth of one percent of the Adjusted Invested Assets for that month, computed as a daily average. The Asset Management Fee shall be prorated for the number of days during the month that the Company owns an Investment Asset. One-half of the Asset Management Fee with

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respect to a Property or Loan will be paid on the first business day of each month, beginning on the first business day after the month in which the Investment Asset was acquired or originated. The remaining one-half of the Asset Management Fee shall be subordinated to the extent described below and shall be payable quarterly. The subordinated Asset Management Fee for any quarter shall be payable only if the Preferred Return has been met through the end of the applicable quarter. Any portion of the subordinated Asset Management Fee not paid due to the Company’s failure to meet the Preferred Return shall be paid by the Company, to the extent it is not restricted by the 2%/25% Guidelines as described below, at the end of the next fiscal quarter through which the Company has met the Preferred Return. If at the end of any fiscal quarter, the Company’s Operating Expenses exceed the 2%/25% Guidelines over the immediately preceding 12 months, payment of the subordinated Asset Management Fee will be withheld consistent with Section 13. For purposes of calculating the value per share of restricted stock given for payment of the Asset Management Fee, the price per share shall be: (i) the net asset value per share as determined by the most recent appraisal performed by an independent third party at the time such Asset Management Fee was earned or, if an appraisal has not yet been made and accepted by the Company, (ii) $10 per share. Any part of the Asset Management Fee that has been subordinated pursuant to this subsection (a) shall not be deemed earned until such time as payable hereunder.

(b) Acquisition Fee. The Advisor may receive as compensation in connection with the investigation, selection, acquisition or origination (by purchase, investment or exchange) of any Property or Loan, an Acquisition Fee payable by the Company at the time such Property or Loan is acquired. The total such Acquisition Fees (not including Subordinated Acquisition Fees and any interest thereon) payable to the Advisor may not exceed two-and-one-half percent of the aggregate Total Property Cost of all Properties and Loans acquired or originated by the Company, subject to the limitations set forth in paragraph 9(d).

(c) Subordinated Acquisition Fee. In addition to the Acquisition Fee described in Section 9(b) above, the Advisor may receive as compensation in connection with the investigation, selection, acquisition or origination (by purchase, investment or exchange) of Properties and Loans a Subordinated Acquisition Fee payable by the Company to the Advisor or its Affiliates (the “Subordinated Acquisition Fee”). The total Subordinated Acquisition Fees paid may not exceed two percent of the aggregate Total Property Cost of all Properties and Loans purchased and originated by the Company, measured at such time as the Company shall have completed all Offerings (other than pursuant to its dividend reinvestment plan) and invested substantially all of the net proceeds of such Offerings, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in any transaction approves the excess as being commercially competitive, fair and reasonable to the Company. The unpaid portion of the Subordinated Acquisition Fee payable to the Advisor and its Affiliates with respect to any Property or Loan shall bear interest at the rate of five percent per annum from the date of acquisition of such Property or Loan until such portion is paid. Subject to the following sentence, the Subordinated Acquisition Fee with respect to any Investment Asset shall be payable in equal annual installments on January 1 of each of the three calendar years following the date such Asset was purchased; accrued interest on all unpaid Subordinated Acquisition Fees shall also be payable on such dates. The portion of the Subordinated Acquisition Fees, and accrued interest thereon, otherwise payable on any January 1 shall be payable only if the Preferred Return through the end of the fiscal year preceding such January 1 has been met. Any portion of the Subordinated Acquisition Fees, and accrued interest thereon, not paid due to the Company’s failure to meet the Preferred Return through any fiscal year end shall be paid by the Company on the January 1 following the first fiscal year thereafter through which the Preferred Return has been met.

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(d) Six Percent Limitation. The total amount of Acquisition Fees plus Subordinated Acquisition Fees and any interest thereon, whether payable to the Advisor or a third party, and Acquisition Expenses may not exceed six percent of the sum of the aggregate Contract Purchase Price of all Properties and Loans, measured for the period beginning on the date of the initial acquisition of a Property or Loan by the Company and ending on each December 31 after the date hereof, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in any transaction approves the excess as being commercially competitive, fair and reasonable to the Company.

(e) Loan Refinancing Fee. The Company shall pay to the Advisor for all qualifying loan refinancings of Properties a Loan Refinancing Fee in the amount up to one percent of the principal amount of the refinanced loan. Any Loan Refinancing Fee shall be due and payable upon the funding of the related loan or as soon thereafter as is reasonably practicable. A refinancing will qualify for a Loan Refinancing Fee only if the refinanced loan is secured by Property and (i) the maturity date of the refinanced loan (which must have a term of five years or more) is less than one year from the date of the refinancing; or (ii) the terms of the new loan represent, in the judgment of a majority of the Independent Directors, an improvement over the terms of the refinanced loan; or (iii) the new loan is approved by the Board, including a majority of the Independent Directors and, in each case, the Loan Refinancing Fee is found, in the judgment of a majority of the Independent Directors, to be in the best interest of the Company.

(f) Property Management Fee. No Property Management Fee shall be paid unless approved by a majority of the Independent Directors.

(g) Subordinated Disposition Fee. If the Advisor or an Affiliate provides a substantial amount of services in the sale of a Property or Loan, the Advisor or such Affiliate shall receive a fee equal to the lesser of: (i) 50% of the Competitive Real Estate Commission and (ii) three percent of the Contract Sales Price of such Property (the “Subordinated Disposition Fee”). The Subordinated Disposition Fee will be paid only if Shareholders have received in the aggregate a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the end of the fiscal quarter immediately preceding the date the Subordination Disposition Fee is paid. The return requirement will be deemed satisfied if the total Distributions paid by the Company have satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. To the extent that Subordinated Disposition Fees are not paid by the Company on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied. The Subordinated Disposition Fee may be paid in addition to real estate commissions paid to non-Affiliates, provided that the total of all real estate commissions in respect of a Property paid to all Persons by the Company and the Subordinated Disposition Fee shall not exceed an amount equal to the lesser of: (i) six percent of the Contract Sales Price of such Property or (ii) the Competitive Real Estate Commission. The Advisor shall present to the Independent Directors such information as they may reasonably request to review the level of services provided by the Advisor in connection with a disposition and the basis for the calculation of the amount of the accrued Subordinated Disposition Fees on an annual basis. The amount of any accrued Subordinated Disposition Fee shall be deemed conclusively established once it has been approved by the Independent Directors, absent a subsequent finding of error. No payment of Subordinated Disposition Fees shall be made prior to review and approval of such information by the Independent Directors. If this Agreement is terminated prior to such time as the Shareholders have received (through liquidity or Distributions) a return of 100% of Initial Investor Capital plus a Preferred Return through the date of termination of this Agreement, an appraisal of the Properties then owned by the Company shall be made and any unpaid Subordinated Disposition

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Fee on Properties sold prior to the date of termination will be payable if the Appraised Value of the Properties then owned by the Company plus Distributions to Shareholders prior to the date of termination of this Agreement (through liquidity or Distributions) is equal to or greater than 100% of Initial Investor Capital plus an amount sufficient to pay a Preferred Return through the date of termination of this Agreement. If the Company’s Shares are listed on a national securities exchange or included for quotation on Nasdaq and, at the time of such listing, the Advisor or an Affiliate has provided a substantial amount of services in the sale of Property, for purposes of determining whether the subordination conditions for the payment of the Subordinated Disposition Fee have been satisfied, Shareholders will be deemed to have received a Distribution in an amount equal to the Market Value of the Company.

(h) Other Permitted Investment Assets Fee. The Advisor may receive as compensation for services rendered in connection with the investigation, selection, acquisition or origination of Other Permitted Investments a fee (the “Other Permitted Investment Assets Fee”) that shall be negotiated in good faith by the Advisor and the Company and approved by the Board (including a majority of the Independent Directors) on a case by case basis; provided that such compensation shall be on terms not more favorable, taken as a whole, than what the Advisor receives in respect of investments in Properties and Loans.

(i) Subordinated Incentive Fee. A fee shall be payable to the Advisor in an amount equal to 15% of Cash from Sales distributable to Shareholders after Shareholders have received a return of 100% of Initial Investor Capital (through liquidity or Distributions) plus a Preferred Return through the date payment is made (the “Subordinated Incentive Fee”). For these purposes the Shareholders will be deemed to have been provided liquidity if the Shares are listed on a national security exchange or included for quotation on Nasdaq. The return requirement will be deemed satisfied if the total Distributions paid by the Company has satisfied the Preferred Return requirement and the Market Value of the Company equals or exceeds Adjusted Investor Capital. The Company shall have the option to pay such fee in the form of a promissory note or as set forth in Section 9(l). The promissory note shall be fully amortizing over five years, provide for quarterly payments and bear interest at the prime rate announced from time to time in The Wall Street Journal.

(j) Loans From Affiliates. The Company shall not borrow funds from the Advisor or its Affiliates unless (A) the transaction is approved by a majority of the Independent Directors and a majority of the Directors who are not interested in the transaction as being fair, competitive and commercially reasonable, (B) the interest and other financing charges or fees received by the Advisor or its Affiliates do not exceed the amount which would be charged by non-affiliated lending institutions and (C) the terms are not less favorable than those prevailing for comparable arm’s-length loans for the same purpose. The Company will not borrow on a long-term basis from the Advisor or its Affiliates unless it is to provide the debt portion of a particular investment and the Company is unable to obtain a permanent loan at that time or in the judgment of the Board, it is not in the Company’s best interest to obtain a permanent loan at the interest rates then prevailing and the Board has reason to believe that the Company will be able to obtain a permanent loan on or prior to the end of the loan term provided by the Advisor or its Affiliates.

(k) Changes To Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors may consider any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in

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relation to the size, composition and profitability of the Company’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of the Company; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) 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; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of the Company, including income, conversion or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of the Company in relationship to the investments generated by the Advisor for its own account. The new fee structure can be no more favorable to the Advisor than the current fee structure. The Independent Directors shall not approve any new fee structure that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.

(l) Payment. Compensation payable to the Advisor pursuant to this Section 9 shall be paid in cash; provided, however, that any fee payable pursuant to Section 9 may be paid, at the option of the Advisor, in the form of: (i) cash, (ii) common stock of the Company, or (iii) a combination of cash and common stock. The Advisor shall notify the Company in writing annually of the form in which the fee shall be paid. Such notice shall be provided no later than January 15 of each year. If no such notice is provided, the fee shall be paid in cash. For purposes of the payment of compensation to the Advisor in the form of stock, the value of each share of common stock shall be: (i) the Net Asset Value per Share as determined by the most recent appraisal of the Company’s assets performed by an Independent Appraiser, or (ii) if an appraisal has not yet been performed, $10 per share. If shares are being offered to the public at the time a fee is paid with stock, the value shall be the price of the stock without commissions. The Net Asset Value determined on the basis of such appraisal may be adjusted on a quarterly basis by the Board to account for significant capital transactions. Stock issued by the Company to the Advisor in payment of fees hereunder shall be governed by the terms set forth in Schedule A hereto, or such other terms as the Advisor and the Company may from time to time agree.

10. Expenses.

(a) Subject to the limitations set forth in Section 9(d), to the extent applicable, in addition to the compensation paid to the Advisor pursuant to Section 9 hereof, the Company shall pay directly or reimburse the Advisor for the following expenses:

(i) the Company’s Organization and Offering Expenses; provided however, that within 60 days after the end of the month in which any Offering terminates, the Advisor shall reimburse the Company for any Organization and Offering Expense reimbursements received by the Advisor pursuant to this Section 10 to the extent that such reimbursements, when added to the balance of the Organization and Offering Expenses (excluding selling commissions, and fees paid and expenses reimbursed to the Selected Dealers) paid directly by the Company, exceed four percent of the Gross Offering Proceeds; provided further, however, that the Advisor shall be responsible for the payment of all Organization and Offering Expenses (excluding such commissions and such fees and expense reimbursements) in excess of four percent of the Gross Offering Proceeds;

(ii) all Acquisition Expenses;

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(iii) to the extent not otherwise included in Acquisition Expenses, all expenses of whatever nature reasonably incurred and directly connected with the proposed acquisition of any Investment that does not result in the actual acquisition of the Investment, including, without limitation, personnel costs;

(iv) expenses other than Acquisition Expenses incurred in connection with the investment of the funds of the Company, including, without limitation, costs of retaining industry or economic consultants and finder’s fees and similar payments, to the extent not paid by the seller of the Investment Asset or another third party, regardless of whether such expenses were incurred in transactions where a fee is not payable to the Advisor;

(v) interest and other costs for borrowed money, including discounts, points and other similar fees;

(vi) taxes and assessments on income of the Company, to the extent paid or advanced by the Advisor, or on Property and taxes as an expense of doing business;

(vii) costs associated with insurance required in connection with the business of the Company or by the Directors;

(viii) expenses of managing and operating Properties owned by the Company, whether payable to an Affiliate of the Advisor or a non-affiliated Person;

(ix) fees and expenses of legal counsel for the Company;

(x) fees and expense of auditors and accountants for the Company;

(xi) all expenses in connection with payments to the Directors and meetings of the Directors and Shareholders;

(xii) expenses associated with listing the Shares and Securities on a securities exchange or Nasdaq if requested by the Board;

(xiii) expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Board to the Shareholders;

(xiv) expenses of organizing, revising, amending, converting, modifying, or terminating the Company or the Articles of Incorporation;

(xv) expenses of maintaining communications with Shareholders, including the cost of preparation, printing and mailing annual reports and other Shareholder reports, proxy statements and other reports required by governmental entities;

(xvi) expenses related to the Properties and Loans and other fees relating to making investments including personnel and other costs incurred in Property or Loan transactions where a fee is not payable to the Advisor other than as provided in Section 10(b) hereof; and

(xvii) all other expenses the Advisor incurs in connection with providing services to the Company, including reimbursement to the Advisor or its Affiliates for the

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cost of rent, goods, materials and personnel incurred by them based upon the compensation of the Persons involved and an appropriate share of overhead allocable to those Persons as reasonably determined by the Advisor on a basis approved annually by the Board (including a majority of the Independent Directors). No reimbursement shall be made for the cost of personnel to the extent that such personnel are used in transactions for which the Advisor receives a separate fee.

(b) Notwithstanding anything to the contrary in Section 10(a), with respect to Properties and Loans acquired using proceeds of the Part I Offering, the Advisor shall be responsible for payment of (i) all Acquisition Expenses, (ii) all expenses of whatever nature directly connected with the proposed acquisition of any property or loan that does not result in the actual acquisition of Properties or Loans; (iii) finder’s fees and similar payments to the extent not paid by the seller of Property or other third party; and (iv) costs of retaining industry or economic consultants. The Company shall pay to the Advisor the Acquisition Expense Allowance, which shall be used by Advisor to pay the expenses described in this Section 10(b). To the extent the expenses paid by the Advisor pursuant to this Section 10(b) exceed the Acquisition Expense Allowance, the Company shall have no duty to reimburse the Advisor for the amount of such excess. To the extent the Acquisition Expense Allowance exceeds the expenses paid by the Advisor pursuant to this Section 10(b), the Advisor shall have no duty to repay or account to the Company for any such excess.

(c) With respect to Properties and Loans acquired using proceeds of the Part II Offering, no Acquisition Expense Allowance shall be payable to the Advisor and the Company shall be solely responsible for payment of (i) all Acquisition Expenses; (ii) all expenses of whatever nature directly connected with the proposed acquisition of any property or loan that does not result in the actual acquisition of Properties or Loans; (iii) finder’s fees and similar payments to the extent not paid by the seller of Property or other third party; and (iv) costs of retaining industry or economic consultants.

(d) With respect to Properties and Loans acquired using a mixture of proceeds from the Part I and Part II Offerings, the Acquisition Expense Allowance shall be calculated and payable to the Advisor on a pro rata basis, and the Advisor and the Company shall be responsible for its respective pro rata share of the expenses described in Section 10(b) and 10(c).

(e) Expenses incurred by the Advisor on behalf of the Company and payable pursuant to this Section 10 shall be reimbursed quarterly to the Advisor within 60 days after the end of each quarter, subject to the provisions of Section 13 hereof. The Advisor shall prepare a statement documenting the Operating Expenses of the Company within 45 days after the end of each quarter.

11. Other Services. Should the Board request that the Advisor or any shareholder or employee thereof render services for the Company other than as set forth in Section 3 hereof, such services shall be separately compensated and shall not be deemed to be services pursuant to the terms of this Agreement.

12. Fidelity Bond. The Advisor shall maintain a fidelity bond for the benefit of the Company which bond shall insure the Company from losses of up to $5,000,000 and shall be of the type customarily purchased by entities performing services similar to those provided to the Company by the Advisor.

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13. Limitation on Expenses.

(a) If Operating Expenses of the Company during the 12-month period ending on the last day of any fiscal quarter of the Company exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of the Company during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and the Company shall not be liable for payment therefor.

(b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any such excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring factors as they deem sufficient, the Company shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Company’s Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on any such quarter. In no event shall the Operating Expenses paid by the Company in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines.

(c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse the Company for any amounts expended by the Company in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines.

(d) To the extent Organization and Offering Expenses payable by the Company exceed 15% of the Gross Offering Proceeds, the excess will be paid by the Advisor.

(e) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

(f) If the Advisor receives a Subordinated Incentive Fee for the sale of Property, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the sale of such Property.

14. Other Activities of the Advisor. Nothing herein contained shall prevent the Advisor from engaging in other activities, including without limitation direct investment by the Advisor and its Affiliates in assets that would be suitable for the Company, the rendering of advice to other investors (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of the Advisor or any of its Affiliates or of any director, officer, employee or shareholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association. The Advisor may, with respect to any investment in which the Company is a participant, also render advice and service to each other participant therein. Without limiting the generality of the foregoing, the Company acknowledges that the Advisor provides or will provide services to other CPA REIT funds, whether now in existence or formed hereafter, and that the Advisor and its Affiliates may invest for their own account. The Advisor shall be responsible for promptly reporting to the Board the existence of any actual or potential conflict of interest that arises that may affect its performance of its duties under this Agreement. If the Sponsor, Advisor, Director or Affiliates thereof

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has or have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as the Company, it shall be the duty of the Advisor to adopt a reasonable method by which properties are to be allocated to the competing investment entities and to use its best efforts to apply such method fairly to the Company.

The Advisor shall be required to use its best efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but subject to the last sentence of the preceding paragraph, neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character which, if presented to the Company, could be taken by the Company.

If the Advisor or its Affiliates is presented with a potential investment which might be made by the Company and by another investment entity which the Advisor or its Affiliates advises or manages, the Advisor shall consider, among other things, the investment portfolio of each entity, cash flow of each entity, the effect of the acquisition on the diversification of each entity’s portfolio, rental payments during any renewal period, the estimated income tax effects of the purchase on each entity, the policies of each entity relating to leverage, the funds of each entity available for investment, the amount of equity required to make the investment and the length of time such funds have been available for investment.

15. Relationship of Advisor and Company. The Company and the Advisor agree that they have not created and do not intend to create by this Agreement a joint venture or partnership relationship between them and nothing in this Agreement shall be construed to make them partners or joint venturers or impose any liability as partners or joint venturers on either of them.

16. Term; Termination of Agreement. This Agreement, as amended and restated, shall continue in force until September 30, 2010 and thereafter shall be automatically renewed for successive one-year periods, unless either party shall give notice in writing of non-renewal to the other party not less than 60 days before the end of any such year.

17. Termination by Company. At the sole option the Board (including a majority of the Independent Directors), this Agreement may be terminated immediately by written notice of termination from the Company to the Advisor upon the occurrence of events which would constitute Cause or if any of the following events occur:

(a) If the Advisor shall breach this Agreement; provided that such breach (i) is of a material term or condition of this Agreement and (ii) the Advisor has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach;

(b) If 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 of 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 30 days; or

(c) If 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

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substantially all of 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.

Any notice of termination under Section 16 or 17 shall be effective on the date specified in such notice, which may be the day on which such notice is given or any date thereafter. The Advisor agrees that if any of the events specified in Section 17(b) or (c) shall occur, it shall give written notice thereof to the Board within 15 days after the occurrence of such event.

18. Termination by Either Party. This Agreement may be terminated immediately without penalty (but subject to the requirements of Section 20 hereof) by the Advisor by written notice of termination to the Company upon the occurrence of events which would constitute Good Reason or by the Company without cause or penalty (but subject to the requirements of Section 20 hereof) by action of a majority of the Independent Directors or by action of a majority of the Shareholders, in either case upon 60 days’ written notice.

19. Assignment Prohibition. This Agreement may not be assigned by the Advisor without the approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement.

20. Payments to and Duties of Advisor Upon Termination.

(a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from the Company the following:

(i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor;

(ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date;

(iii) all earned but unpaid Subordinated Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date;

(iv) all earned but unpaid Subordinated Disposition Fees payable to the Advisor relating to the sale of any Property prior to the Termination Date;

(v) all earned but unpaid Loan Refinancing Fees payable to the Advisor relating to the financing or refinancing of any Property prior to the Termination Date; and

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(vi) all earned but unpaid Property Management Fees payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement.

(b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) above.

(c) If this Agreement is terminated by the Company for any reason other than Cause, by either party in connection with a Change of Control, or by the Advisor for Good Reason, the Advisor shall be entitled to payment of the Termination Fee. Notwithstanding the foregoing, the Advisor shall not be entitled to payment of the Termination Fee if:

(i) this Agreement is terminated because of failure of the Company and the Advisor to establish, following good-faith negotiations pursuant to Section 9(k) hereof, a fee structure appropriate for an entity with a perpetual life in the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, or

(ii) the Subordinated Incentive Fee is paid to the Advisor as a result of the listing of the Shares on a national securities exchange or their inclusion for quotation on Nasdaq and this Agreement is terminated after such listing or inclusion.

(d) Any and all amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts payable to the Advisor pursuant to Section 20(a) and Section 20(c) shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of the Company or three years from the Termination Date, whichever is earlier, (ii) with no less than twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Company at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investment Assets (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investment Assets during which the Advisor provided services to the Company, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment Asset to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment Asset owned by the Company on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment Asset sold by the Company divided by the total fair value (at the Termination Date) of all Investment Assets owned by the Company on the Termination Date.

(e) The Advisor shall promptly upon termination:

(i) pay over to the Company all money collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled;

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(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 Properties and Loans, and documents of the Company then in the custody of the Advisor; and

(iv) cooperate with the Company to provide an orderly management transition.

21. Indemnification by the Company.

(a) The Company shall not indemnify the Advisor or any of its Affiliates for any loss or liability suffered by the Advisor or the Affiliate, or hold the Advisor or the Affiliate harmless for any loss or liability suffered by the Company, unless all of the following conditions are met:

(i) The Advisor or Affiliate has determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of the Company;

(ii) The Advisor or the Affiliate was acting on behalf of or performing services for the Company; and

(iii) Such liability or loss was not the result of negligence or misconduct by the Advisor or the Affiliate.

(b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by the Company for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws 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 particular indemnitee;

(ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or

(iii) A court of competent jurisdiction approves a settlement of the claims against a particular 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 securities of the Company were offered or sold as to indemnification for violation of securities laws.

(c) The Company shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of 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;

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(ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and

(iii) The Advisor or the Affiliate undertakes to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.

(d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 21 for any activity which the Advisor shall be required to indemnify or hold harmless the Company pursuant to Section 22.

(e) Any amounts paid pursuant to this Section 21 shall be recoverable or paid only out the net assets of the Company and not from Shareholders.

22. Indemnification by Advisor. The Advisor shall indemnify and hold harmless the Company from liability, claims, damages, taxes or losses and related expenses including 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, misconduct, negligence or reckless disregard of its duties.

23. Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:

To the Board and to the Company:	Corporate Property Associates 16 — Global Incorporated 50 Rockefeller Plaza New York, NY 10020
To the Advisor:	Carey Asset Management Corp. 50 Rockefeller Plaza New York, NY 10020

Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 23.

24. Modification. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees.

25. 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.

26. Construction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York.

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27. 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.

28. Indulgences, Not Waivers. 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.

29. Gender. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

30. Titles Not to Affect Interpretation. 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.

31. Execution in Counterparts. This Agreement may be executed 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. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

32. Name. W.P. Carey & Co. LLC has a proprietary interest in the name “Corporate Property Associates” and “CPA(R).” Accordingly, and in recognition of this right, if at any time the Company ceases to retain Carey Asset Management Corp., or an Affiliate thereof to perform the services of Advisor, the Company will, promptly after receipt of written request from Carey Asset Management Corp., cease to conduct business under or use the name “Corporate Property Associates” or “CPA(R)” or any diminutive thereof and the Company shall use its best efforts to change the name of the Company to a name that does not contain the name “Corporate Property Associates” or “CPA(R)” or any other word or words that might, in the sole discretion of the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any Affiliate thereof. 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 “Corporate Property Associates” or “CPA(R)” as a part of their name, all without the need for any consent (and without the right to object thereto) by the Company or its Directors.

33. INITIAL INVESTMENT. The Advisor has contributed to the Company $200,000 in exchange for 20,000 Shares (the “Initial Investment”). The Advisor or its Affiliates may not sell any of the Shares purchased with the Initial Investment during the term of this Agreement. The restrictions included above shall not continue to apply to any Shares other than the Share acquired through the Initial Investment acquired by the Advisor or its Affiliates. The Advisor shall not vote any Shares it now owns or hereafter acquires in any vote for the election of Directors or any vote regarding the approval or termination of any contract with the Advisor or any of its Affiliates.

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IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the day and year first above written.

CORPORATE PROPERTY ASSOCIATES 16 — GLOBAL INCORPORATED
By:	/s/ Mark J. DeCesaris
	Name:	Mark J. DeCesaris
	Title:	Managing Director and Acting Chief Financial Officer
CAREY ASSET MANAGEMENT CORP.
By:	/s/ Gordon F. DuGan
	Name:	Gordon F. DuGan
	Title:	President and Chief Executive Officer

SCHEDULE A

This Schedule sets forth the terms governing any Shares issued by the Company to the Advisor in payment of advisory fees set forth in the Agreement.

1. Restrictions. The Shares are subject to vesting over a five-year period. The Shares shall vest ratably over a five-year period with 20% of the Shares paid in each payment vesting on each of the first through fifth anniversary of the date hereof. Prior to the vesting of the ownership of the Shares in the Advisor, the Shares may not be transferred by the Advisor.

2. Immediate Vesting. Upon the expiration of the Agreement for any reason other than a termination for Cause under paragraph 17 or upon a “Change of Control” of CPA(R):16 (as defined below), all Shares granted to the Advisor hereunder shall vest immediately and all restrictions shall lapse. For purposes of this Schedule A, a “Change of Control” of the Company shall be deemed to have occurred if there has been a change in the ownership 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 Securities Exchange Act of 1934, as amended (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,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any of its subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of the Company or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 14b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of either (A) the combined voting power of the Company’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) or (B) the then outstanding common stock of the Company (in either such case other than as a result of acquisition of securities directly from the Company);

(ii) persons who, as of the date hereof, 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 the date hereof whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall be considered an Incumbent Director; or

(iii) the stockholders of the Company shall approve (A) any consolidation or merger of the Company or any subsidiary where the stockholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the voting equity of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent entity, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the Company.

Schedule A-1

Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the Company which, by reducing the number of Shares of Common Stock outstanding, increases (A) the proportionate number of Shares beneficially owned by any person to 25% or more of the Shares then outstanding, or (B) the proportionate voting power represented by the Shares beneficially owned by any person to 25% or more of the combined voting power of all then outstanding voting Securities; provided, however, that if any person referred to in clause (A) or (B) of this sentence shall thereafter become the beneficial owner of any additional Shares or other Voting Securities (other than pursuant to a Share split, Share dividend, or similar transaction), then a “Change of Control” shall be deemed to have occurred for purposes of the foregoing clause (i).

3. Exception. Notwithstanding anything else in this Agreement to the contrary, the Shares shall continue to vest according to the vesting schedule in Section 1 regardless of: (a) the expiration of the Advisory Agreement for any reason other than a termination by the Company for Cause or a resignation by the Advisor for other than Good Reason, (b) the merger of the Company and an Affiliate of the Company or (c) any “Change of Control” of the Company in connection with a merger with an Affiliate of the Company.

Schedule A-2

EX-10.4

Exhibit 10.4

AMENDED AND RESTATED ADVISORY AGREEMENT

     THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of October 1, 2009, is among CORPORATE PROPERTY ASSOCIATES 17 — GLOBAL INCORPORATED, a Maryland corporation (“CPA: 17”), CPA: 17 LIMITED PARTNERSHIP, a Delaware limited partnership of which CPA: 17 is a general partner (the “Operating Partnership”), and CAREY ASSET MANAGEMENT CORP., a Delaware corporation and wholly-owned subsidiary of W. P. Carey & Co. LLC (the “Advisor”).

W I T N E S S E T H:

     WHEREAS, CPA: 17 intends to qualify as a REIT (as defined below), and the Operating Partnership intends to qualify as a partnership, in each case for U.S. federal income tax purposes;

     WHEREAS, CPA:17, the Operating Partnership and the Advisor entered into an initial advisory agreement, dated November 12, 2007, which the parties desire to amend and restate;

     WHEREAS, CPA: 17 and its subsidiaries, including the Operating Partnership, desire to continue to avail themselves of the experience, sources of information, advice and assistance of, and certain facilities available to, 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 of CPA: 17, all as provided herein; and

     WHEREAS, the Advisor is willing to continue to render such services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth;

     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

     1. Definitions. As used in this Agreement, the following terms have the definitions hereinafter indicated:

     “2%/25% Guidelines.” The requirement, as provided for in Section 13 hereof, that, in the 12-month period ending on the last day of any fiscal quarter, Operating Expenses not exceed the greater of two percent of Average Invested Assets during such 12-month period or 25% of CPA: 17’s Adjusted Net Income over the same 12-month period.

     “Acquisition Expenses.” To the extent not paid or to be paid by the seller, lessee, borrower or any other party involved in the transaction, those expenses, including but not limited to travel and communications expenses, the cost of appraisals, title insurance, nonrefundable option payments on Investments not acquired, legal fees and expenses, accounting fees and expenses and miscellaneous expenses, related to selection, acquisition and origination of Investments, whether or not a particular Investment ultimately is made. Acquisition Expenses shall not include Acquisition Fees.

     “Acquisition Fees.” The Initial Acquisition Fee and the Subordinated Acquisition Fee.

     “Adjusted Investor Capital.” As of any date, the Initial Investor Capital reduced by any Redemptions, other than Redemptions intended to qualify as a liquidity event for purposes of this Agreement, and by any other Distributions on or prior to such date determined by the Board to be from Cash from Sales and Financings.

     “Adjusted Net Income.” For any period, the total consolidated revenues recognized in such period by CPA: 17, less the total consolidated expenses of CPA: 17 recognized in such period, excluding additions to reserves for depreciation and amortization, bad debts or other similar non-cash reserves; provided, however, that Adjusted Net Income for purposes of calculating total allowable Operating Expenses shall exclude any gain, losses or writedowns from the sale of CPA: 17’s assets.

     “Advisor.” Carey Asset Management Corp, a corporation organized under the laws of the State of Delaware and wholly-owned by W. P. Carey & Co. LLC.

     “Affiliate.” An Affiliate of another Person shall include any of the following: (i) any Person directly or indirectly owning, controlling, or holding, with power to vote ten percent or more of the outstanding voting securities of such other Person; (ii) any Person ten percent or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with 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; or (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

     “Agreement.” This Advisory Agreement.

     “Appraised Value.” Value according to an appraisal made by an Independent Appraiser, which may take into consideration any factor deemed appropriate by such Independent Appraiser, including, but not limited to, the terms and conditions of any lease of a relevant property, the quality of any lessee’s, borrower’s or other counter-party’s credit and the conditions of the credit markets. The Appraised Value of a Property may be greater than the construction cost or the replacement cost of the Property.

     “Articles of Incorporation.” Articles of Incorporation of CPA: 17 under the General Corporation Law of Maryland, as amended from time to time, pursuant to which CPA: 17 is organized.

     “Asset Management Fee.” The Asset Management Fee as defined in Section 9(a) hereof.

     “Average Equity Value.” The equity portion of the aggregate purchase price paid by CPA: 17 for an Investment, provided that, if (1) a later Appraised Value is obtained for the Investment, that later Appraised Value, adjusted for other net assets and liabilities that have economic value and are associated with that Investment, shall become the basis for calculating the Average Equity Market Value of the Investment, and (2) for Investments in securities that CPA: 17 treats as available for sale under GAAP, the fair value of such securities as determined on a monthly basis as of the last day of each month or, if applicable, on the date the securities are disposed of, shall be the basis for calculating the Average Equity Market Value of such securities.

     “Average Invested Assets.” The average during any period of the aggregate book value of CPA: 17’s Investments, before deducting reserves for depreciation, bad debts, impairments, amortization and all other non-cash reserves, computed by taking the average of such values at the end of each month during such period.

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     “Average Market Value.” The aggregate purchase price paid by CPA: 17 for an Investment, provided that, if a later Appraised Value is obtained for the Investment, that later Appraised Value, adjusted for other net assets and liabilities that have economic value and are associated with that Investment, shall become the Average Market Value for the Investment.

     “B Note.” A note representing a subordinated interest in a Loan secured by a first mortgage on a Property.

     “Board or Board of Directors.” The Board of Directors of CPA: 17.

     “Bylaws.” The bylaws of CPA: 17.

     “Cash from Financings.” Net cash proceeds realized by CPA: 17 from the financing of Investments or the refinancing of any indebtedness of CPA: 17.

     “Cash from Sales.” Net cash proceeds realized by CPA: 17 from the sale, exchange or other disposition of any of its Investments after deduction of all expenses incurred in connection therewith. Cash from Sales shall not include Cash from Financings.

     “Cash from Sales and Financings.” The total sum of Cash from Sales and Cash from Financings.

     “Cause.” With respect to the termination of this Agreement, fraud, criminal conduct, willful misconduct or willful or negligent breach of fiduciary duty by the Advisor that, in each case, is determined by a majority of the Independent Directors to be materially adverse to CPA: 17, or a breach of a material term or condition of this Agreement by the Advisor and the Advisor has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach.

     “Change of Control.” A change of control of CPA: 17 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), as enacted and in force on the date hereof, whether or not CPA: 17 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 CPA: 17 representing 8.5% or more of the combined voting power of CPA: 17’s securities then outstanding; (ii) there occurs a merger, consolidation or other reorganization of CPA: 17 which is not approved by the Board; (iii) there occurs a sale, exchange, transfer or other disposition of substantially all of the assets of CPA: 17 to another entity, which disposition is not approved by the Board; or (iv) there occurs a contested proxy solicitation of the Shareholders of CPA: 17 that results in the contesting party electing candidates to a majority of the Board’s positions next up for election.

     “Closing Date.” The first date on which Shares were issued pursuant to an Offering.

     “Code.” Internal Revenue Code of 1986, as amended.

     “Competitive Real Estate Commission.” The 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.

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     “Construction Fee.” A fee or other remuneration for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitation on a Property.

     “Contract Purchase Price.” The amount actually paid for, or allocated to, the purchase, development, construction or improvement of an Investment or, in the case of an originated Loan, the principal amount of such Loan, exclusive, in each case, of Acquisition Fees and Acquisition Expenses.

     “Contract Sales Price.” The total consideration received by CPA: 17 for the sale of a Property.

     “CPA: 17.” Corporate Property Associates 17 — Global Incorporated together with its consolidated subsidiaries, including the Operating Partnership, unless in the context of a particular reference, it is clear that such reference refers to Corporate Property Associates 17 — Global Incorporated excluding its consolidated subsidiaries. Unless the context otherwise requires, any reference to financial measures of CPA: 17 shall be calculated by reference to the consolidated financial statements of CPA: 17 and its subsidiaries, including, without limitation, the Operating Partnership, prepared in accordance with GAAP.

     “Cumulative Return.” For the period for which the calculation is being made, the percentage resulting from dividing (A) the total Distributions for such period (not including Distributions out of Cash from Sales and Financings), by (B) the product of (i) either (x) until such time as CPA: 17 has invested 90% of the net proceeds of CPA: 17’s initial Offering (excluding net proceeds from the sale of Shares pursuant to CPA: 17’s distribution reinvestment program), the average Adjusted Investor Capital for such period (calculated on a daily basis) or (y) from and after such time as CPA: 17 has invested 90% of the net proceeds of CPA: 17’s initial Offering (excluding net proceeds from the sale of Shares pursuant to CPA: 17’s distribution reinvestment program), the net proceeds from the sale of Shares (excluding net proceeds from the sale of Shares pursuant to CPA: 17’s distribution reinvestment program), as adjusted for Redemptions other than Redemptions intended to qualify as a liquidity event for purposes of this Agreement, and by any other Distributions on or prior to such date determined by the Board to be from Cash from Sales and Financings, and (ii) the number of years (including fractions thereof) elapsed during such period. Notwithstanding the foregoing, neither the Shares received by the Advisor or its Affiliates for any consideration other than cash, nor the Distributions in respect of such Shares, shall be included in the foregoing calculation.

     “Development Fee.” A fee for the packaging of a Property including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the specific Property, either initially or at a later date.

     “Directors.” The persons holding such office, as of any particular time, under the Articles of Incorporation, whether they be the directors named therein or additional or successor directors.

     “Distributions.” Distributions declared by the Board.

     “GAAP.” Generally accepted accounting principles in the United States.

     “Good Reason.” With respect to the termination of this Agreement, (i) any failure to obtain a satisfactory agreement from any successor to CPA: 17 or the Operating Partnership to assume and agree to perform CPA: 17’s or the Operating Partnership’s, as applicable, obligations under this Agreement; or (ii) any material breach of this Agreement of any nature whatsoever by CPA: 17 or the Operating Partnership; provided that (a) such breach is of a material term or condition of this Agreement and

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(b) CPA: 17 or the Operating Partnership, as applicable, has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach.

     “Gross Offering Proceeds.” The aggregate purchase price of Shares sold in any Offering.

     “Independent Appraiser.” A qualified appraiser of real estate as determined by the Board, who is not affiliated, directly or indirectly, with CPA: 17, the Advisor or their respective Affiliates. 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 such qualification.

     “Independent Director.” A Director of CPA: 17 who meets the criteria for an Independent Director specified in the Bylaws.

     “Individual.” Any natural person and those organizations treated as natural persons in Section 542(a) of the Code.

     “Initial Acquisition Fee.” Any fee or commission (including any interest thereon) paid by the Operating Partnership to the Advisor or, with respect to Section 9(d) or 9(f), by the Operating Partnership to any party, in connection with the making of an Investment or the development or construction of Properties by CPA: 17. A Development Fee or a Construction Fee paid to a Person not affiliated with the Sponsor in connection with the actual development or construction of a project after acquisition of the Property by CPA: 17 shall not be deemed an Initial Acquisition Fee. Initial Acquisition Fees include, but are not limited to, any real estate commission, selection fee, development fee or construction fee (other than as described above), non-recurring management fees, loan fees, points or any fee of a similar nature, however designated. Initial Acquisition Fees include Subordinated Acquisition Fees unless the context otherwise requires. Initial Acquisition Fees shall not include Acquisition Expenses.

     “Initial Investor Capital.” The total amount of capital invested from time to time by Shareholders (computed at the Original Issue Price per Share), excluding any Shares received by the Advisor or its Affiliates for any consideration other than cash.

     “Investment.” means an investment made by CPA: 17, directly or indirectly, in a Property, Loan or Other Permitted Investment Asset.

     “Loans.” The notes and other evidences of indebtedness or obligations acquired, originated or entered into, directly or indirectly, by CPA: 17 as lender, noteholder, participant, note purchaser or other capacity, including but not limited to first or subordinate mortgage loans, construction loans, development loans, loan participations, B notes, loans secured by capital stock or any other assets or form of equity interest and any other type of loan or financial arrangement, such as providing or arranging for letters of credit, providing guarantees of obligations to third parties, or providing commitments for loans. The term “Loans” shall not include leases which are not recognized as leases for Federal income tax reporting purposes.

     “Loan Refinancing Fee.” A fee payable to the Advisor in respect of the refinancing of a loan secured by an Investment.

     “Long-Term Net Leased Property.” A Property subject to a Net Lease which has a remaining lease term of at least seven years (or is otherwise subject to terms the effect of which is that there is a reasonable likelihood that the lease will have a remaining term of at least seven years as a result of the

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exercise of options or otherwise) at the date such Property is acquired or developed by CPA: 17, including Net Leased Properties accounted for under the equity method of accounting.

     “Market Value.” The value calculated by multiplying the total number of outstanding Shares by the average closing price of the Shares over the 30 trading days beginning 180 calendar days after the Shares are first listed on a national security exchange or included for quotation on Nasdaq, as the case may be.

     “Nasdaq.” The national automated quotation system operated by the National Association of Securities Dealers, Inc.

     “Net Lease.” A lease pursuant to which the tenant is required to pay substantially all of the costs associated with operating and maintaining the Property.

     “Offering.” The offering of Shares pursuant to a Prospectus.

     “Operating Expenses.” All consolidated operating, general and administrative expenses paid or incurred by CPA: 17, as determined under GAAP, except the following (insofar as they would otherwise be considered operating, general and administrative expenses under GAAP): (i) interest and discounts and other cost of borrowed money; (ii) taxes (including state, Federal and foreign income tax, property taxes and assessments, franchise taxes and taxes of any other nature); (iii) expenses of raising capital, including Organization and Offering Expenses, printing, engraving, and other expenses, and taxes incurred in connection with the issuance and distribution of CPA: 17’s Shares and Securities; (iv) Acquisition Expenses, real estate commissions on resale of property and other expenses connected with the acquisition, disposition, origination, ownership and operation of Investments, including the costs of foreclosure, insurance premiums, legal services, brokerage and sales commissions, and the maintenance, repair and improvement of property; (v) Acquisition Fees or Subordinated Disposition Fees payable to the Advisor or any other party; (vi) distributions paid by the Operating Partnership to the Special General Partner under the agreement of limited partnership of the Operating Partnership in respect of gains realized on dispositions of Investments; (vii) amounts paid to effect a redemption or repurchase of the special general partner interest held by the Special General Partner pursuant to the agreement of limited partnership of the Operating Partnership; and (viii) non-cash items, such as depreciation, amortization, depletion, and additions to reserves for depreciation, amortization, depletion, losses and bad debts. Notwithstanding anything herein to the contrary, Operating Expenses shall include the Asset Management Fee and any Loan Refinancing Fee and, solely for the purposes of determining compliance with the 2%/25% Guidelines, distributions of profits and cash flow made by the Operating Partnership to the Special General Partner pursuant to the agreement of limited partnership of the Operating Partnership, other than distributions described in clauses (vi) and (vii) of this definition.

     “Operating Partnership.” CPA: 17 Limited Partnership, a Delaware limited partnership.

     “Organization and Offering Expenses.” Those expenses payable by CPA: 17 and the Operating Partnership in connection with the formation, qualification and registration of CPA: 17 and in marketing and distributing Shares, including, but not limited to: (i) the preparation, printing, filing and delivery of any registration statement or Prospectus and the preparing and printing of contractual agreements among CPA: 17, the Operating Partnership and the Sales Agent and the Selected Dealers (including copies thereof); (ii) the preparing and printing of the Articles of Incorporation and Bylaws, solicitation material and related documents and the filing and/or recording of such documents necessary to comply with the laws of the State of Maryland for the formation of a corporation and thereafter for the continued good standing of a corporation; (iii) the qualification or registration of the Shares under state securities or “Blue Sky” laws; (iv) any escrow arrangements, including any compensation to an escrow agent; (v) the filing

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fees payable to the SEC and to the National Association of Securities Dealers, Inc.; (vi) reimbursement for the reasonable and identifiable out-of-pocket expenses of the Sales Agent and the Selected Dealers, including the cost of their counsel; (vii) the fees of CPA: 17’s counsel; (viii) all advertising expenses incurred in connection with an Offering, including the cost of all sales literature and the costs related to investor and broker-dealer sales and information meetings and marketing incentive programs; and (ix) selling commissions, selected dealer fees, marketing fees, incentive fees, due diligence fees and wholesaling fees incurred in connection with the sale of the Shares.

     “Original Issue Price.” For any Share issued in an Offering, the price at which such Share was initially offered to the public by CPA: 17, regardless of whether selling commissions were paid in connection with the purchase of such Share from CPA: 17.

     “Other Permitted Investment Asset.” An asset, other than cash, cash equivalents, short term bonds, auction rate securities and similar short term investments, acquired by CPA: 17 for investment purposes that is not a Loan or a Property and is consistent with the investment objectives and policies of CPA: 17.

     “Person.” An Individual, corporation, partnership, joint venture, association, company, trust, bank, or other entity, or government or any agency or political subdivision of a government.

     “Preferred Return.” A Cumulative Return of five percent computed from the Closing Date through the date as of which such amount is being calculated.

     “Property or Properties.” CPA: 17’s partial or entire interest in real property (including leasehold interests) and personal or mixed property connected therewith. An Investment which obligates CPA: 17 to acquire a Property will be treated as a Property for purposes of this Agreement.

     “Property Management Fee.” A fee for property management services rendered by the Advisor or its Affiliates in connection with Properties acquired directly or through foreclosure.

     “Prospectus.” Any prospectus pursuant to which CPA: 17 offers Shares in a public offering, as the same may at any time and from time to time be amended or supplemented after the effective date of the registration statement in which it is included.

     “Redemptions.” An amount determined by multiplying the number of Shares redeemed by the Original Issue Price.

     “REIT.” A real estate investment trust, as defined in Sections 856-860 of the Code.

     “Sales Agent.” Carey Financial Corporation.

     “Securities.” Any stock, shares (other than currently outstanding Shares and subsequently issued Shares), 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 certificate of interest, shares or participation in temporary or interim certificates for receipts (or, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire any of the foregoing), which subsequently may be issued by CPA: 17.

     “Selected Dealers.” Broker-dealers who are members of the National Association of Securities Dealers, Inc. and who have executed an agreement with the Sales Agent in which the Selected Dealers agree to participate with the Sales Agent in the Offering.

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     “Shareholders.” Those Persons who, at the time any calculation hereunder is to be made, are shown as holders of record of Shares on the books and records of CPA: 17.

     “Share Market Value.” The value calculated by multiplying the total number of outstanding Shares by the average closing price of the Shares over the 30 trading days beginning 180 calendar days after the Shares are first listed on a national security exchange or included for quotation on Nasdaq, as the case may be.

     “Shares.” All of the shares of common stock of CPA: 17, $.001 par value, and any other shares of common stock of CPA: 17.

     “Special General Partner.” W. P. Carey Holdings, LLC and any permitted transferee of the special general partnership interest under the agreement of limited partnership of the Operating Partnership.

     “Sponsor.” W.P. Carey & Co. LLC and any other Person directly or indirectly instrumental in organizing, wholly or in part, CPA: 17 or any person who will control, manage or participate in the management of CPA: 17, and any Affiliate of any such person. Sponsor does not include a person whose only relationship to CPA: 17 is that of an independent property manager and whose only compensation is as such. Sponsor also does not include wholly independent third parties such as attorneys, accountants and underwriters whose only compensation is for professional services.

     “Subordinated Acquisition Fee.” The Subordinated Acquisition Fee as defined in Section 9(c) hereof.

     “Subordinated Disposition Fee.” The Subordinated Disposition Fee as defined in Section 9(f) hereof.

     “Termination Date.” The effective date of any termination of this Agreement.

     “Total Investment Cost.” With regard to any Investment, an amount equal to the sum of the Contract Purchase Price of such Investment plus the Acquisition Fees and Acquisition Expenses paid in connection with such Investment.

     “Triggering Event.” With regard to any Investment, the occurrence of any of the following during the six months after the closing date of the Investment: (a) the failure by an obligor on an Investment to pay rent, interest or principal, or other material payment, to the Company when due (after giving effect to all applicable grace periods) or (b) the obligor on an Investment (including a guarantor) (1) commences a voluntary case or proceeding under applicable bankruptcy or reorganization law, (2) consents to the entry of a decree or order for relief in an involuntary proceeding under applicable bankruptcy law, (3) consents to the filing of a petition or the appointment of a custodian, receiver or liquidator, (4) makes an assignment for the benefit of creditors, (5) admits in writing its inability to pay its debts as they come due; (6) is the subject of a decree or order for relief entered by a court of competent jurisdiction in respect of such obligor in an involuntary bankruptcy case or proceeding, or a decree or order adjudging such obligor bankrupt or insolvent or appointing a custodian, receiver or liquidator for the obligor.

     2. Appointment. CPA: 17 hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.

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     3. Duties of the Advisor. The Advisor undertakes to use its best efforts to present to CPA: 17 potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of CPA: 17 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 and Bylaws of CPA: 17 and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate:

     (a) serve as CPA: 17’s investment and financial advisor and provide research and economic and statistical data in connection with CPA: 17’s assets and investment policies;

     (b) provide the daily management of CPA: 17 and perform and supervise the various administrative functions reasonably necessary for the management of CPA: 17;

     (c) investigate, select, and, on behalf of CPA: 17, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to 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, mortgagors, 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 but not limited to entering into contracts in the name of CPA: 17 with any of the foregoing;

     (d) consult with Directors of CPA: 17 and assist the Board in the formulation and implementation of CPA: 17’s policies, and furnish the Board with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the Board;

     (e) subject to the provisions of Sections 3(g) and 4 hereof: (1) locate, analyze and select potential Investments; (2) structure and negotiate the terms and conditions of transactions pursuant to which Investments will be made, purchased or acquired by CPA: 17; (3) make Investments on behalf of CPA: 17; (4) arrange for financing and refinancing of, make other changes in the asset or capital structure of, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the Investments; and (5) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties;

     (f) provide the Board with periodic reports regarding prospective Investments and with periodic reports, no less than quarterly, of (1) new Investments made during the prior fiscal quarter, which reports shall include information regarding the type of each Investment made (in the categories provided in Section 9); (2) the occurrence of any Triggering Event during the prior fiscal quarter; and (3) the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter;

     (g) obtain the prior approval of the Board (including a majority of the Independent Directors) for any and all investments in Property which do not meet all of the requirements set forth in Section 4(b) hereof;

     (h) negotiate on behalf of CPA: 17 with banks or lenders for loans to be made to CPA: 17, and negotiate on behalf of CPA: 17 with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for CPA: 17, but in no event in

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such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of CPA: 17;

     (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of Investments or contemplated Investments;

     (j) obtain for, or provide to, CPA: 17 such services as may be required in acquiring, managing and disposing of Investments, including, but not limited to: (i) the negotiation, making and servicing of Investments; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of CPA: 17; and (iv) the handling, prosecuting and settling of any claims of or against CPA: 17, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing Loans;

     (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of its performance of services to CPA: 17 under this Agreement;

     (l) communicate on behalf of CPA: 17 with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by CPA: 17;

     (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to CPA: 17’s business and operations;

     (n) provide CPA: 17 with such accounting data and any other information requested by CPA: 17 concerning the investment activities of CPA: 17 as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements;

     (o) maintain the books and records of CPA: 17;

     (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Investments;

     (q) provide CPA: 17 with all necessary cash management services;

     (r) do all things necessary to assure its ability to render the services described in this Agreement;

     (s) perform such other services as may be required from time to time for management and other activities relating to the assets of CPA: 17 as the Advisor shall deem advisable under the particular circumstances;

     (t) arrange to obtain on behalf of CPA: 17 as requested by the Board, and deliver to or maintain on behalf of CPA: 17 copies of, all appraisals obtained in connection with investments in Properties and Loans;

     (u) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case

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may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter; and

     (v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.

     4. Authority of Advisor.

     (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b), (c) and (d) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of CPA: 17, the Board hereby delegates to the Advisor the authority to: (1) locate, analyze and select Investment opportunities; (2) structure the terms and conditions of transactions pursuant to which Investments will be made or acquired for CPA: 17; (3) make or acquire Investments in compliance with the investment objectives and policies of CPA: 17; (4) arrange for financing or refinancing, or make changes in the asset or capital structure of, and dispose of or otherwise deal with, Investments; (5) enter into leases and service contracts for Properties, and perform other property level operations; (6) oversee non-affiliated property managers and other non-affiliated Persons who perform services for CPA: 17; and (7) undertake accounting and other record-keeping functions at the Investment level.

     (b) The consideration paid for an Investment acquired by CPA: 17 shall ordinarily be based on the fair market value thereof. Consistent with the foregoing provision, the Advisor may, without further approval by the Board (except with respect to transactions subject to paragraphs (c) and (d)) invest on behalf of CPA: 17 in an Investment so long as, in the Advisor’s good faith judgment, (i) the Total Investment Cost of such Investment does not exceed the fair market value thereof, and in the case of an Investment that is a Property, shall in no event exceed the Appraised Value of such Property and (ii) the Investment, in conjunction with CPA: 17’s other investments and proposed investments, at the time CPA: 17 is committed to purchase or originate the Investment, is reasonably expected to fulfill CPA: 17’s investment objectives and policies as established by the Board and then in effect. For purposes of the foregoing, Total Investment Cost shall be measured at the date the Investment is made and shall exclude future commitments to fund improvements. Investments not meeting the foregoing criteria must be approved in advance by the Board.

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     (c) Notwithstanding anything to the contrary contained in this Agreement, the Advisor shall not cause CPA: 17 to make Investments that do not comply with Article VIII (Restrictions on Investments and Activities) and related sections of the Bylaws.

     (d) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction, will be required for: (i) Investments made through co-investment or joint venture arrangements with the Sponsor, the Advisor or any of their Affiliates; (ii) Investments which are not contemplated by the terms of a Prospectus; (iii) transactions that present issues which involve conflicts of interest for the Advisor or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (iv) the lease of assets to the Sponsor, any Director, the Advisor or any Affiliate of the Advisor; (v) any purchase or sale of an Investment from or to the Advisor or an Affiliate; and (vi) the retention of any Affiliate of the Advisor to provide services to CPA: 17 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Advisor shall comply with any further approval requirements set forth in the Bylaws.

     (e) 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. If and to the extent the Board so modifies or revokes the authority contained herein, the Advisor shall henceforth comply with such modification or revocation, 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 CPA: 17 prior to the date of receipt by the Advisor of such notification.

     5. Bank Accounts. The Advisor may establish and maintain one or more bank accounts in its own name for the account of CPA: 17 or in the name of CPA: 17 and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of CPA: 17, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of CPA: 17.

     6. Records; Access. The Advisor shall maintain appropriate records of all its activities hereunder and make such records available for inspection by the Board and by counsel, auditors and authorized agents of CPA: 17, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books and records of CPA: 17.

     7. Limitations on Activities. Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would adversely affect the status of CPA: 17 as a REIT or of the Operating Partnership as a partnership for Federal income tax purposes, subject CPA: 17 or the Operating Partnership to regulation under the Investment Company Act of 1940, would violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over CPA: 17, its Shares or its Securities, or otherwise not be permitted by the Articles of Incorporation or Bylaws or agreement of limited partnership of the Operating Partnership, 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.

     (a) Notwithstanding the foregoing, the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders

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and Affiliates of any of them, shall not be liable to CPA: 17, the Operating Partnership or to the Directors or Shareholders for any act or omission by the Advisor, its shareholders, directors, officers and employees, or partners, shareholders, directors or officers of the Advisor’s shareholders and Affiliates of any of them if the following conditions are met:

     (i) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them have determined, in good faith, that the course of conduct which caused the loss or liability was in the best interests of CPA: 17;

     (ii) The Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders and Affiliates of any of them were acting on behalf of or performing services for CPA: 17; and

     (iii) Such liability or loss was not the result of negligence or misconduct by the Advisor, its shareholders, directors, officers and employees, and partners, shareholders, directors and officers of the Advisor’s shareholders or Affiliates of any of them.

     (b) Notwithstanding the foregoing, the Advisor and its Affiliates shall not be indemnified by CPA: 17 or the Operating Partnership for any losses, liabilities or expenses arising from or out of the alleged violation of federal or state securities laws 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 particular indemnitee;

     (ii) Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or

     (iii) A court of competent jurisdiction approves a settlement of the claims against a particular 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 securities of CPA: 17 were offered or sold as to indemnification for violation of securities laws.

     (c) CPA: 17 and the Operating Partnership shall advance funds to the Advisor or its Affiliates for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of 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 CPA: 17;

     (ii) The legal action is initiated by a third party who is not a Shareholder or the legal action is initiated by a Shareholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves such advancement; and

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     (iii) The Advisor or the Affiliate undertakes to repay the advanced funds to CPA: 17, together with the applicable legal rate of interest thereon, in cases in which such Advisor or Affiliate is found not to be entitled to indemnification.

     (d) Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Section 7 for any activity which the Advisor shall be required to indemnify or hold harmless CPA: 17 pursuant to Section 22.

     (e) Any amounts paid pursuant to this Section 7 shall be recoverable or paid only out the net assets of CPA: 17 and not from Shareholders.

     8. Relationship with Directors. There shall be no limitation on any shareholder, director, officer, employee or Affiliate of the Advisor serving as a Director or an officer of CPA: 17, except that no employee of the Advisor or its Affiliates who also is a Director or officer of CPA: 17 shall receive any compensation from CPA: 17 for serving as a Director or officer other than for reasonable reimbursement for travel and related expenses incurred in attending meetings of the Board; for the avoidance of doubt, the limitations of this Section 8 shall not apply to any compensation paid by the Advisor or any Affiliate for which CPA: 17 reimbursed the Advisor or Affiliate in accordance with Section 10 hereof.

     9. Fees.

     (a) Asset Management Fee. (i) The Operating Partnership shall pay to the Advisor as compensation for the advisory services rendered hereunder an asset management fee (the “Asset Management Fee”) in an amount equal to the percentage of the Average Equity Market Value of an Investment as specified in the following table:

Type of Investment	Asset Management Fee
Long-Term Net Leased Properties	0.50% of the Average Market Value
B Notes, mortgage backed securities and Loans	1.75% of the Average Equity Value
Investments in readily marketable real estate securities (other than B Notes, mortgage backed securities and Loans) purchased on the secondary market	1.50% of the Average Equity Value
All other Investments not described in the foregoing categories, such as interests in entities that own real estate or are engaged in real estate related businesses, short-term net leases and equity investments in real property	0.50% of the Average Market Value

     (ii) The Asset Management Fee with respect to an Investment will be calculated monthly, beginning with the month in which CPA: 17 first makes the Investment, and shall be pro rated for the number of days during a month that CPA: 17 owns the Investment. The aggregate Asset Management Fees calculated with respect to each month shall be payable on the first business day following such month.

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     (b) Initial Acquisition Fee. (i) The Advisor may receive as partial compensation for services rendered in connection with the investigation, selection, acquisition or origination (by purchase, investment or exchange) of any Investment, an initial acquisition fee (an “Initial Acquisition Fee”) payable by the Operating Partnership. The Initial Acquisition Fee payable to the Advisor in respect of an Investment shall be payable at the time such Investment is acquired in an amount determined as specified in the following table:

Type of Investment	Initial Acquisition Fee
Long term Net Leased Properties	2.5% of the aggregate Total Investment Cost
B Notes, mortgage backed securities and Loans	1.0% of the sum of (x) the Average Equity Value, plus (y) the Acquisition Fees paid by CPA: 17 in respect of the Investment.
Investments in readily marketable real estate securities (other than B notes, mortgage backed securities and Loans) purchased on the secondary market	None
All other Investments not described in the foregoing categories, such as interests in entities that own real estate or are engaged in real estate related businesses, short term net leases and equity investments in real property	1.75% of the sum of (x) the equity capital invested by CPA: 17 in the Investment plus (y) the Acquisition Fees paid by CPA: 17 in respect of the Investment.

     (ii) At the time an Investment is made, the Advisor shall determine the type of Investment, which shall be used for the purpose of calculating all fees due hereunder; it being understood that the Advisor shall use its reasonable judgment, based primarily upon the economic substance of an Investment, in determining the classification of an Investment, provided, that in the event of any dispute, the Independent Directors shall finally determine for all purposes the type of Investment.

     (c) Subordinated Acquisition Fee. (i) In addition to the Initial Acquisition Fee described in Section 9(b) above, the Advisor may receive additional compensation in connection with the investigation, selection, acquisition or origination (by purchase, investment or exchange) of Investments a Subordinated Acquisition Fee payable by the Operating Partnership to the Advisor or its Affiliates (the “Subordinated Acquisition Fee”). The total Subordinated Acquisition Fees payable shall be an amount determined as specified in the following table:

Type of Investment	Subordinated Acquisition Fee
Long term Net Leased Properties	2.0% of the aggregate Total Investment Cost.
All other Investments not described in the foregoing category	None

     (ii) The Subordinated Acquisition Fee shall be payable in three equal annual installments on the first business day of the fiscal quarter immediately following the fiscal quarter in which the Investment is made and the first business day of the

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corresponding fiscal quarter in each of the subsequent two fiscal years. The unpaid portion of the Subordinated Acquisition Fee with respect to any Investment will bear interest at the rate of 5% per annum from the date of acquisition of the Investment until the portion of the Subordinated Acquisition Fee is paid. The accrued interest is payable on the date of each annual installment of the fees. The Subordinated Acquisition Fee payable in any year, and accrued interest thereon, will be subordinated to the Preferred Return of 5% and only paid if the Preferred Return of 5% has been achieved through the end of the prior fiscal quarter. Any portion of the Subordinated Acquisition Fee, and accrued interest thereon, not paid due to CPA: 17’s failure to meet the Preferred Return of 5% through any fiscal quarter end shall be paid by CPA: 17 on the first business day of the fiscal quarter next following the fiscal quarter end through which the Preferred Return of 5% has been met.

     (d) Six Percent Limitation. The total amount of all Initial Acquisition Fees plus Subordinated Acquisition Fees, including interest thereon, whether payable to the Advisor or a third party, and Acquisition Expenses payable by the Operating Partnership may not exceed 6% of the aggregate Contract Purchase Price of all Investments, measured for the period beginning with the initial acquisition of an Investment and ending (i) on December 31 of the year in which CPA: 17 has invested 90% of the net proceeds of its initial Offering (excluding the net proceeds from the sale of Shares pursuant to CPA: 17’s dividend reinvestment program), and (ii) on each December 31 thereafter, unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in any transaction approves the excess as being commercially competitive, fair and reasonable to CPA: 17.

     (e) Property Management Fee; Loan Refinancing Fee. No Property Management Fee or Loan Refinancing Fee shall be paid unless approved by a majority of the Independent Directors.

     (f) Subordinated Disposition Fee. (i) If the Advisor or an Affiliate provides a substantial amount of services in the sale of an Investment, the Advisor or such Affiliate shall be entitled to receive a subordinated disposition fee (the “Subordinated Disposition Fee”) at the time of such disposition, in an amount equal to the lesser of (1) 50% of the Competitive Real Estate Commission (if applicable) and (2) 3.0% of the Contract Sales Price of the Investment; provided, however, that (A) the Subordinated Disposition Fee in respect of Investments that are B Notes, mortgage backed securities and Loans shall equal 1.0% of the equity capital invested by CPA: 17 in the Investment, and (B) no Subordinated Disposition Fee shall be paid in respect of Investments that are readily marketable securities.

     (ii) The total real estate commissions and Subordinated Disposition Fees CPA: 17 pays to all Persons shall not exceed an amount equal to the lesser of: (1) 6% of the Contract Sales Price of the Investment or (2) the Competitive Real Estate Commission. Payment of Subordinated Disposition Fees and accrued interest thereon, will be subordinated to the Preferred Return and only paid if the Preferred Return of 5% has been achieved through the end of the prior fiscal quarter. To the extent that Subordinated Disposition Fees are not paid on a current basis due to the foregoing limitation, the unpaid fees will be due and paid at such time as the limitation has been satisfied, together with interest from the time of disposition of the Investment to which they relate, at the rate of 5%. The Advisor shall present to the Independent Directors such information as they may reasonably request to review the level of services provided by the Advisor in connection with a disposition and the basis for the calculation of the amount of the Subordinated Disposition Fees on a quarterly basis. No payment of

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Subordinated Disposition Fees shall be made prior to review and approval of such information by the Independent Directors.

     (g) Loans From Affiliates. CPA: 17 shall not borrow funds from the Advisor or its Affiliates unless (A) the transaction is approved by a majority of the Independent Directors and a majority of the Directors who are not interested in the transaction as being fair, competitive and commercially reasonable, (B) the interest and other financing charges or fees received by the Advisor or its Affiliates do not exceed the amount which would be charged by non-affiliated lending institutions and (C) the terms are not less favorable than those prevailing for comparable arm’s-length loans for the same purpose. CPA: 17 will not borrow on a long-term basis from the Advisor or its Affiliates unless it is to provide the debt portion of a particular investment and CPA: 17 is unable to obtain a permanent loan at that time or in the judgment of the Board, it is not in CPA: 17’s best interest to obtain a permanent loan at the interest rates then prevailing and the Board has reason to believe that CPA: 17 will be able to obtain a permanent loan on or prior to the end of the loan term provided by the Advisor or its Affiliates.

     (h) Changes To Fee Structure. In the event the Shares are listed on a national securities exchange or are included for quotation on Nasdaq, CPA: 17 and the Advisor shall negotiate in good faith to establish a fee structure appropriate for an entity with a perpetual life. A majority of the Independent Directors must approve the new fee structure negotiated with the Advisor. In negotiating a new fee structure, the Independent Directors may consider any of the factors they deem relevant, including but not limited to: (a) the size of the Advisory Fee in relation to the size, composition and profitability of CPA: 17’s portfolio; (b) the success of the Advisor in generating opportunities that meet the investment objectives of CPA: 17; (c) the rates charged to other REITs and to investors other than REITs by Advisors performing similar services; (d) additional revenues realized by the Advisor and its Affiliates through their relationship with CPA: 17, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by CPA: 17 or by others with whom CPA: 17 does business; (e) the quality and extent of service and advice furnished by the Advisor; (f) the performance of the investment portfolio of CPA: 17, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and (g) the quality of the portfolio of CPA: 17 in relationship to the investments generated by the Advisor for the account of other clients. The Independent Directors shall not approve any new fee structure that is in their judgment more favorable (taken as a whole) to the Advisor than the current fee structure.

     (i) Payment. Compensation payable to the Advisor pursuant to this Section 9 shall be paid in cash; provided, however, that any fee payable pursuant to Section 9 may be paid, at the option of the Advisor, in the form of: (i) cash, (ii) restricted stock of CPA: 17, or (iii) a combination of cash and restricted stock. The Advisor shall notify CPA: 17 in writing annually of the form in which the fee shall be paid. Such notice shall be provided no later than January 15 of each year. If no such notice is provided, the fee shall be paid in cash. For purposes of the payment of compensation to the Advisor in the form of stock, the value of each share of restricted stock shall be: (i) the Net Asset Value per Share as determined based on the most recent appraisal of CPA: 17’s assets performed by an Independent Appraiser, or (ii) if an appraisal has not yet been performed, $10 per share. If shares are being offered to the public at the time a fee is paid with stock, the value shall be the price of the stock without commissions. The Net Asset Value determined on the basis of such appraisal may be adjusted on a quarterly or other basis by the Board to account for significant capital transactions. Stock issued by CPA: 17 to the Advisor in payment of fees hereunder shall be governed by the terms set forth in Schedule A hereto, or such other terms as the Advisor and CPA: 17 may from time to time agree.

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     10. Expenses.

     (a) Subject to the limitations set forth in Section 9(d), to the extent applicable, in addition to the compensation paid to the Advisor pursuant to Section 9 hereof, the Operating Partnership shall pay directly or reimburse the Advisor for the following expenses:

     (i) Organization and Offering Expenses; provided however, that within 60 days after the end of the quarter in which any Offering terminates, the Advisor shall reimburse the Operating Partnership for any Organization and Offering Expense reimbursements received by the Advisor pursuant to this Section 10 to the extent that such reimbursements, when added to the balance of the Organization and Offering Expenses (excluding selling commissions, the selected dealer fee and the wholesaling fee) paid directly by the Operating Partnership, exceed four percent of the Gross Offering Proceeds; provided further, that the Advisor shall be responsible for the payment of all Organization and Offering Expenses (excluding such commissions and such fees and expense reimbursements) in excess of four percent of the Gross Offering Proceeds;

     (ii) all Acquisition Expenses;

     (iii) to the extent not included in Acquisition Expenses, all expenses of whatever nature reasonably incurred and directly connected with the proposed acquisition of any Investment that does not result in the actual acquisition of the Investment, including, without limitation, personnel costs;

     (iv) expenses other than Acquisition Expenses incurred in connection with the investment of the funds of CPA: 17, including, without limitation, costs of retaining industry or economic consultants and finder’s fees and similar payments, to the extent not paid by the seller of the Investment or another third party, regardless of whether such expenses were incurred in transactions where a fee is not payable to the Advisor;

     (v) interest and other costs for borrowed money, including discounts, points and other similar fees;

     (vi) taxes and assessments on income of CPA: 17, to the extent paid or advanced by the Advisor, or on Investments and taxes as an expense of doing business;

     (vii) costs associated with insurance required in connection with the business of CPA: 17 or by the Directors;

     (viii) expenses of managing and operating Investments owned by CPA: 17, whether payable to an Affiliate of the Advisor or a non-affiliated Person;

     (ix) fees and expenses of legal counsel for CPA: 17;

     (x) fees and expense of auditors and accountants for CPA: 17;

     (xi) all expenses in connection with payments to the Directors and meetings of the Directors and Shareholders;

     (xii) expenses associated with listing the Shares and Securities on a securities exchange or Nasdaq if requested by the Board;

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     (xiii) expenses connected with payments of Distributions in cash or otherwise made or caused to be made by the Board to the Shareholders;

     (xiv) expenses of organizing, revising, amending, converting, modifying, or terminating CPA: 17, the Operating Partnership or their respective governing instruments;

     (xv) expenses of maintaining communications with Shareholders, including the cost of preparation, printing and mailing annual reports and other Shareholder reports, proxy statements and other reports required by governmental entities; and

     (xvi) all other expenses the Advisor incurs in connection with providing services to CPA: 17, including reimbursement to the Advisor or its Affiliates for the cost of rent, goods, materials and personnel incurred by them based upon the compensation of the Persons involved and an appropriate share of overhead allocable to those Persons as reasonably determined by the Advisor on a basis approved annually by the Board (including a majority of the Independent Directors). No reimbursement shall be made for the cost of personnel to the extent that such personnel are used in transactions for which the Advisor receives a separate fee.

     (b) Expenses incurred by the Advisor on behalf of CPA: 17 and payable pursuant to this Section 10 shall be reimbursed quarterly to the Advisor within 60 days after the end of each quarter, subject to the provisions of Section 13 hereof. The Advisor shall prepare a statement documenting the Operating Expenses of CPA: 17 within 45 days after the end of each quarter.

     11. Other Services. Should the Board request that the Advisor or any Affiliate, shareholder or employee thereof render services for CPA: 17 other than as set forth in Section 3 hereof, such services shall be separately compensated and shall not be deemed to be services pursuant to the terms of this Agreement.

     12. Fidelity Bond. The Advisor shall maintain a fidelity bond for the benefit of CPA: 17 which bond shall insure CPA: 17 from losses of up to $5,000,000 and shall be of the type customarily purchased by entities performing services similar to those provided to CPA: 17 by the Advisor.

     13. Limitation on Expenses.

     (a) If Operating Expenses during the 12-month period ending on the last day of any fiscal quarter of CPA: 17 exceed the greater of (i) two percent of the Average Invested Assets during the same 12-month period or (ii) 25% of the Adjusted Net Income of CPA: 17 during the same 12-month period, then subject to paragraph (b) of this Section 13, such excess amount shall be the sole responsibility of the Advisor and neither the Operating Partnership nor CPA: 17 shall be liable for payment therefor. CPA: 17 may defer the payment or distribution to the Advisor and the Special General Partner of fees, expenses and distributions that would, if paid or distributed, cause Operating Expenses during such 12-month period to exceed the foregoing limitations; provided, however, that in determining which items shall be paid and which may be deferred, priority will be given to the payment of distributions to the Special General Partner over the payment to the Advisor of amounts due under this Agreement.

     (b) Notwithstanding the foregoing, to the extent that the Advisor becomes responsible for any excess amount as provided in paragraph (a), if a majority of the Independent Directors finds such excess amount or a portion thereof justified based on such unusual and non-recurring

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factors as they deem sufficient, the Operating Partnership shall reimburse the Advisor in future quarters for the full amount of such excess, or any portion thereof, but only to the extent such reimbursement would not cause the Operating Expenses to exceed the 2%/25% Guidelines in the 12-month period ending on the last day of such quarter. In no event shall the Operating Expenses payable by the Operating Partnership in any 12-month period ending at the end of a fiscal quarter exceed the 2%/25% Guidelines.

     (c) Within 60 days after the end of any twelve-month period referred to in paragraph (a), the Advisor shall reimburse CPA: 17 for any amounts expended by CPA: 17 in such twelve-month period that exceeds the limitations provided in paragraph (a) unless the Independent Directors determine that such excess expenses are justified, as provided in paragraph (b), and provided the Operating Expenses for such later quarter would not thereby exceed the 2%/25% Guidelines.

     (d) All computations made under paragraphs (a) and (b) of this Section 13 shall be determined in accordance with generally accepted accounting principles applied on a consistent basis.

     (e) If the Special General Partner receives distributions pursuant to the agreement of limited partnership of the Operating Partnership in respect of realized gains on the disposition of an Investment, Adjusted Net Income, for purposes of calculating the Operating Expenses, shall exclude the gain from the disposition of such Investment.

     14. Other Activities of the Advisor. Nothing herein contained shall prevent the Advisor from engaging in other activities, including without limitation direct investment by the Advisor and its Affiliates in assets that would be suitable for CPA: 17, the rendering of advice to other investors (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict the right of the Advisor or any of its Affiliates or of any director, officer, employee or shareholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association. The Advisor may, with respect to any investment in which CPA: 17 is a participant, also render advice and service to each other participant therein. Without limiting the generality of the foregoing, CPA 17 acknowledges that the Advisor provides or will provide services to other CPA REIT funds, whether now in existence or formed hereafter, and that the Advisor and its Affiliates may invest for their own account. The Advisor shall be responsible for promptly reporting to the Board the existence of any actual or potential conflict of interest that arises that may affect its performance of its duties under this Agreement. If the Sponsor, Advisor, Director or Affiliates thereof has or have sponsored other investment programs with similar investment objectives which have investment funds available at the same time as CPA: 17, it shall be the duty of the Advisor to adopt a reasonable method by which properties are to be allocated to the competing investment entities and to use its best efforts to apply such method fairly to CPA: 17.

     The Advisor shall be required to use its best efforts to present a continuing and suitable investment program to CPA: 17 that is consistent with the investment policies and objectives of CPA: 17, but subject to the last sentence of the preceding paragraph, neither the Advisor nor any Affiliate of the Advisor shall be obligated generally to present any particular investment opportunity to CPA: 17 even if the opportunity is of character which, if presented to CPA: 17, could be taken by CPA: 17.

     If the Advisor or its Affiliates is presented with a potential investment which might be made by CPA: 17 and by another investment entity which the Advisor or its Affiliates advises or manages, the Advisor shall consider, among other things, the investment portfolio of each entity, cash flow of each

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entity, the effect of the acquisition on the diversification of each entity’s portfolio, rental payments during any renewal period, the estimated income tax effects of the purchase on each entity, the policies of each entity relating to leverage, the funds of each entity available for investment, the amount of equity required to make the investment and the length of time such funds have been available for investment.

     15. Relationship of Advisor and CPA: 17. CPA: 17 and the Advisor agree that they have not created and do not intend to create by this Agreement a joint venture or partnership relationship between them and nothing in this Agreement shall be construed to make them partners or joint venturers or impose any liability as partners or joint venturers on either of them.

     16. Term; Termination of Agreement. This Agreement, as amended and restated, shall continue in force until September 30, 2010 or until 60 days after the date on which the Independent Directors shall have notified the Advisor of their determination either to renew this Agreement for an additional one-year period or terminate this Agreement, as required by CPA:17’s Charter.

     17. Termination by CPA: 17. At the sole option the Board (including a majority of the Independent Directors), this Agreement may be terminated immediately by written notice of termination from CPA: 17 to the Advisor upon the occurrence of events which would constitute Cause or if any of the following events occur:

     (a) If the Advisor shall breach this Agreement; provided that such breach (i) is of a material term or condition of this Agreement and (ii) the Advisor has not cured such breach within 30 days of written notice thereof or, in the case of any breach that cannot be cured within 30 days by reasonable effort, has not taken all necessary action within a reasonable time period to cure such breach;

     (b) If 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 of 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 30 days; or

     (c) If 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 of 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.

     Any notice of termination under Section 16 or 17 shall be effective on the date specified in such notice, which may be the day on which such notice is given or any date thereafter. The Advisor agrees that if any of the events specified in Section 17(b) or (c) shall occur, it shall give written notice thereof to the Board within 15 days after the occurrence of such event.

     18. Termination by Either Party. This Agreement may be terminated immediately without penalty (but subject to the requirements of Section 20 hereof) by the Advisor by written notice of termination to CPA: 17 upon the occurrence of events which would constitute Good Reason or by CPA: 17 without cause or penalty (but subject to the requirements of Section 20 hereof) by action of the Directors, a majority of the Independent Directors or by action of a majority of the Shareholders, in each case upon 60 days’ written notice.

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     19. Assignment Prohibition. This Agreement may not be assigned by the Advisor without the approval of the Board (including a majority of the Independent Directors); provided, however, that such approval shall not be required in the case of an assignment to a corporation, partnership, association, trust or organization which may take over the assets and carry on the affairs of the Advisor, provided: (i) that at the time of such assignment, such successor organization shall be owned substantially by an entity directly or indirectly controlled by the Sponsor and only if such entity has a net worth of at least $5,000,000, and (ii) that the board of directors of the Advisor shall deliver to the Board a statement in writing indicating the ownership structure and net worth of the successor organization and a certification from the new Advisor as to its net worth. Such an assignment shall bind the assignees hereunder in the same manner as the Advisor is bound by this Agreement. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board. This Agreement shall not be assigned by CPA: 17 or the Operating Partnership without the consent of the Advisor, except in the case of an assignment by CPA: 17 or the Operating Partnership to a corporation or other organization which is a successor to CPA: 17 or the Operating Partnership, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as CPA: 17 or the Operating Partnership is bound by this Agreement.

     20. Payments to and Duties of Advisor Upon Termination.

     (a) After the Termination Date, the Advisor shall not be entitled to compensation for further services hereunder but shall be entitled to receive from CPA: 17 the following:

     (i) all unpaid reimbursements of Organization and Offering Expenses and of Operating Expenses payable to the Advisor;

     (ii) all earned but unpaid Asset Management Fees payable to the Advisor prior to the Termination Date;

     (iii) all earned but unpaid Acquisition Fees and interest thereon, in each case payable to the Advisor relating to the acquisition of any Property prior to the Termination Date;

     (iv) all earned but unpaid Subordinated Disposition Fees and interest thereon, payable to the Advisor relating to the sale of any Investment prior to the Termination Date; and

     (v) all earned but unpaid Property Management Fees and Loan Refinancing Fees, if any, payable to the Advisor or its Affiliates relating to the management of any property prior to the termination of this Agreement.

     (b) Notwithstanding the foregoing, if this Agreement is terminated by the Company for Cause, or by the Advisor for other than Good Reason, the Advisor will not be entitled to receive the sums in Section 20(a) (ii) through (v).

     (c) Any and all amounts payable to the Advisor pursuant to Section 20(a) that, irrespective of the termination, were payable on a current basis prior to the Termination Date either because they were not subordinated or all conditions to their payment had been satisfied, shall be paid within 90 days after the Termination Date. All other amounts shall be paid in a manner determined by the Board, but in no event on terms less favorable to the Advisor than those represented by a note (i) maturing upon the liquidation of CPA: 17 or the Operating Partnership or three years from the Termination Date, whichever is earlier, (ii) with no less than

22

twelve equal quarterly installments and (iii) bearing a fair, competitive and commercially reasonable interest rate (the “Note”). The Note, if any, may be prepaid by the Operating Partnership at any time prior to maturity with accrued interest to the date of payment but without premium or penalty. Notwithstanding the foregoing, any amounts that relate to Investments (i) shall be an amount which provides compensation to the Advisor only for that portion of the holding period for the respective Investments during which the Advisor provided services to CPA: 17, (ii) shall not be due and payable until the Investment Asset to which such amount relates is sold or refinanced, and (iii) shall not bear interest until the Investment to which such amount relates is sold or refinanced. A portion of the amount shall be paid as each Investment owned by CPA: 17 on the Termination Date is sold. The portion of such amount payable upon each such sale shall be equal to (i) such amount multiplied by (ii) the percentage calculated by dividing the fair value (at the Termination Date) of the Investment sold by CPA: 17 divided by the total fair value (at the Termination Date) of all Investments owned by CPA: 17 on the Termination Date.

     (d) The Advisor shall promptly upon termination.

     (i) pay over to the Operating Partnership all money collected and held for the account of CPA: 17 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 Properties and Loans, and documents of CPA: 17 then in the custody of the Advisor; and

     (iv) cooperate with CPA: 17 to provide an orderly management transition.

     21. Indemnification by CPA: 17 and the Operating Partnership. Neither CPA: 17 nor the Operating Partnership shall indemnify the Advisor or any of its Affiliates for any loss or liability suffered by the Advisor or the Affiliate, or hold the Advisor or the Affiliate harmless for any loss or liability suffered by CPA: 17, except as permitted under Section 7.

     22. Indemnification by Advisor. The Advisor shall indemnify and hold harmless CPA: 17 and the Operating Partnership from liability, claims, damages, taxes or losses and related expenses including 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, misconduct, negligence or reckless disregard of its duties.

     23. Joint and Several Obligations. Any obligations of CPA: 17 shall be construed as the joint and several obligations of CPA: 17 and the Operating Partnership, unless otherwise specifically provided in this Agreement.

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     24. Notices. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the addresses set forth herein:

To the Board	Corporate Property Associates 17 — Global
and to CPA: 17:	Incorporated
	50 Rockefeller Plaza
	New York, NY 10020
To the Operating Partnership:	c/o Corporate Property Associates 17 — Global
	Incorporated
	50 Rockefeller Plaza
	New York, NY 10020
To the Advisor:	Carey Asset Management Corp.
	50 Rockefeller Plaza New York, NY 10020

     Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 23.

     25. Modification. This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both 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. Construction. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New York.

     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 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.

     29. Indulgences, Not Waivers. 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. Gender. Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires.

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     31. Titles Not to Affect Interpretation. 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 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. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

     33. Name. W.P. Carey & Co. LLC has a proprietary interest in the name “Corporate Property Associates” and “CPA®.” Accordingly, and in recognition of this right, if at any time CPA: 17 ceases to retain Carey Asset Management Corp., or an Affiliate thereof to perform the services of Advisor, CPA: 17 will, promptly after receipt of written request from Carey Asset Management Corp., cease to conduct business under or use the name “Corporate Property Associates” or “CPA®” or any diminutive thereof and CPA: 17 shall use its best efforts to change the name of CPA: 17 to a name that does not contain the name “Corporate Property Associates” or “CPA®” or any other word or words that might, in the sole discretion of the Advisor, be susceptible of indication of some form of relationship between CPA: 17 and the Advisor or any Affiliate thereof. 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 “Corporate Property Associates” or “CPA®” as a part of their name, all without the need for any consent (and without the right to object thereto) by CPA: 17 or its Directors.

     34. Initial Investment. The Advisor has contributed to CPA: 17 $200,000 in exchange for 22,222 Shares (the “Initial Investment”). The Advisor or its Affiliates may not sell any of the Shares purchased with the Initial Investment during the term of this Agreement. The restrictions included above shall not continue to apply to any Shares other than the Share acquired through the Initial Investment acquired by the Advisor or its Affiliates. The Advisor shall not vote any Shares it now owns or hereafter acquires in any vote for the election of Directors or any vote regarding the approval or termination of any contract with the Advisor or any of its Affiliates.

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     IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreement as of the day and year first above written.

CORPORATE PROPERTY ASSOCIATES 17 - GLOBAL INCORPORATED
By:	/s/ Mark J. DeCesaris
	Name:	Mark J. DeCesaris
	Title:	Managing Director and Acting Chief Financial Officer

CAREY ASSET MANAGEMENT CORP.
By:	/s/ Gordon F. DuGan
	Name:	Gordon F. DuGan
	Title:	President and Chief Executive Officer

CPA:17 LIMITED PARTNERSHIP
By:	/s/ Susan C. Hyde
	Name:	Susan C. Hyde
	Title:	Managing Director and Secretary

SCHEDULE A

     This Schedule sets forth the terms governing any Shares issued by CPA: 17 to the Advisor in payment of advisory fees set forth in the Agreement.

     1. Restrictions. The Shares are subject to vesting over a five-year period. The Shares shall vest ratably over a five-year period with 20% of the Shares paid in each payment vesting on each of the first through fifth anniversary of the date hereof. Prior to the vesting of the ownership of the Shares in the Advisor, the Shares may not be transferred by the Advisor.

     2. Immediate Vesting. Upon the expiration of the Agreement for any reason other than a termination for Cause under paragraph 17 or upon a “Change of Control” of CPA^®:17 (as defined below), all Shares granted to the Advisor hereunder shall vest immediately and all restrictions shall lapse. For purposes of this Schedule A, a “Change of Control” of CPA: 17 shall be deemed to have occurred if there has been a change in the ownership of CPA: 17 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), as enacted and in force on the date hereof, whether or not CPA: 17 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,” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than CPA: 17, any of its subsidiaries, any trustee, fiduciary or other person or entity holding securities under any employee benefit plan of CPA: 17 or any of its subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in Rule 14b-2 under the Exchange Act) of such person, shall become the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of CPA: 17 representing 25% or more of either (A) the combined voting power of CPA: 17’s then outstanding securities having the right to vote in an election of the Board (“Voting Securities”) or (B) the then outstanding common stock of CPA: 17 (in either such case other than as a result of acquisition of securities directly from CPA: 17);

     (ii) persons who, as of the date hereof, 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 CPA: 17 subsequent to the date hereof whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors shall be considered an Incumbent Director; or

     (iii) the stockholders of CPA: 17 shall approve (A) any consolidation or merger of CPA: 17 or any subsidiary where the stockholders of CPA: 17, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the voting equity of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent entity, if any), (B) any sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of CPA: 17 or (C) any plan or proposal for the liquidation or dissolution of CPA: 17.

Schedule A-1

     Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of securities by CPA: 17 which, by reducing the number of Shares of Common Stock outstanding, increases (A) the proportionate number of Shares beneficially owned by any person to 25% or more of the Shares then outstanding, or (B) the proportionate voting power represented by the Shares beneficially owned by any person to 25% or more of the combined voting power of all then outstanding voting Securities; provided, however, that if any person referred to in clause (A) or (B) of this sentence shall thereafter become the beneficial owner of any additional Shares or other Voting Securities (other than pursuant to a Share split, Share dividend, or similar transaction), then a “Change of Control” shall be deemed to have occurred for purposes of the foregoing clause (i).

     3. Exception. Notwithstanding anything else in this Agreement to the contrary, the Shares shall continue to vest according to the vesting schedule in Section 1 regardless of: (a) the expiration of the Advisory Agreement for any reason other than a termination by CPA: 17 for Cause or a resignation by the Advisor for other than Good Reason, (b) the merger of CPA: 17 and an Affiliate of CPA: 17 or (c) any “Change of Control” of CPA: 17 in connection with a merger with an Affiliate of CPA: 17.

Schedule A-2

EX-31.1

Exhibit 31.1

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Gordon F. DuGan, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of W. P. Carey & Co. LLC;

2. 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;

3. 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;

4. The registrant’s other certifying officer 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

5. The registrant’s other certifying officer 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: 11/6/2009

/s/ Gordon F. DuGan

Gordon F. DuGan

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Mark J. DeCesaris, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of W. P. Carey & Co. LLC;

2. 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;

3. 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;

4. The registrant’s other certifying officer 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

5. The registrant’s other certifying officer 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: 11/6/2009

/s/ Mark J. DeCesaris

Mark J. DeCesaris

Acting Chief Financial Officer

EX-32

Exhibit 32

Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of W. P. Carey & Co. LLC on Form 10-Q for the period ended September 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned officers of W. P. Carey & Co. LLC, does hereby certify, to the best of such officer’s knowledge and belief, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of W. P. Carey & Co. LLC.

Date 11/6/2009

/s/ Gordon F. DuGan

Gordon F. DuGan

President and Chief Executive Officer

Date 11/6/2009

/s/ Mark J. DeCesaris

Mark J. DeCesaris

Acting Chief Financial Officer

The certification set forth above is being furnished as an exhibit solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not being filed as part of the Report as a separate disclosure document of W. P. Carey & Co. LLC or the certifying officers.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to W. P. Carey & Co. LLC and will be retained by W. P. Carey & Co. LLC and furnished to the Securities and Exchange Commission or its staff upon request.