Exhibit 3.1

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

AEI CORE PROPERTY INCOME TRUST, INC.

1.Name. The name of the corporation (which is hereinafter called the “Corporation”) is “AEI Core Property Income Trust, Inc.”

2.Registered Office and Registered Agent.  The address of the registered office of the Corporation in Minnesota is 1300 Wells Fargo Building, 30 East 7th Street, Saint Paul, MN 55101.  The name of the registered agent of the Corporation at that address is Robert P. Johnson.

3.Definitions.  As used in these Articles of Incorporation, the following terms shall have the following meanings unless the context otherwise requires:

Acquisition Expenses.  Any and all expenses incurred by the Corporation, the Advisor, or any Affiliate in connection with the selection, acquisition or development of any Property, whether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurance premiums.

Acquisition Fees.  Any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Corporation or the Advisor) in connection with making or investing in mortgage loans or the purchase, development or construction of a Property, including, without limitation, real estate commissions, selection fees, Development Fees, Construction Fees, non-recurring management fees, loan fees, points or any other fees of a similar nature.  Excluded shall be Development Fees and Construction Fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of a project.

Advisor or Advisors.  The Person or Persons, if any, appointed, employed or contracted with by the Corporation pursuant to Section 7.1 hereof and responsible for directing or performing the day-to-day business affairs of the Corporation, including any Person to whom the Advisor subcontracts all or substantially all of such functions.

Advisory Agreement.  The agreement between the Corporation and the Advisor pursuant to which the Advisor will direct or perform the day-to-day business affairs of the Corporation.

Affiliate or Affiliated.  As to any Person, (i) any Person directly or indirectly owning, controlling or holding, with the 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 the 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; and (v) any legal entity for which such Person acts as an executive officer, director, trustee or general partner.

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Articles of Incorporation.  These Amended and Restated Articles of Incorporation, as the same may be further amended.

Assets.  Any Property, mortgage loan or other direct or indirect investments in equity interests in, or loans secured by, Real Property (other than investments in bank accounts, money market funds or other current assets) owned by the Corporation, directly or indirectly through one or more of its Affiliates, and any other investment made by the Corporation, directly or indirectly through one or more of its Affiliates.

Average Invested Assets.  For a specified period, the average of the aggregate book value of the assets of the Corporation invested, directly or indirectly, in equity interests in and loans secured by real estate, before deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of such values at the end of each month during such period; provided, however, that during such periods in which the Board is determining on a regular basis the current value of the Corporation’s net assets for purposes of enabling fiduciaries of employee benefit plan shareholders to comply with applicable Department of Labor reporting requirements, and only such purposes, “Average Invested Assets” will equal the greater of (i) the amount determined pursuant to the foregoing and (ii) the assets aggregate valuation established by the most recent such valuation determination without reduction for depreciation, bad debts or other non-cash reserves.

Beneficial Ownership.  Ownership of Common Shares by a Person, whether the interest in Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 544 of the Code, as modified by Section 856(h)(1)(B) of the Code.  The terms “Beneficial Owner,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

Board or Board of Directors.  The Board of Directors of the Corporation.

Business Day.  Any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

Bylaws.  The Bylaws of the Corporation, as amended from time to time.

Charitable Beneficiary.  One or more beneficiaries of the Charitable Trust as determined pursuant to Section 5.7.6, provided that each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Charitable Trust.  Any trust provided for in Section 5.7.1.

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Charitable Trustee.  The Person unaffiliated with the Corporation and a Prohibited Owner that is appointed by the Corporation to serve as Trustee of the Charitable Trust.

Code.  As provided in Section 5.6.9 herein.

Common Share Ownership Limit.  Not more than 9.8% (in value or in number of shares, whichever is more restrictive) of the aggregate of the outstanding Common Shares.

Common Shares.  As provided in Article 4 herein.

Competitive Real Estate Commission.  A 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 for acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitations on a Property.

Constructive Ownership.  Ownership of Common Shares by a Person, whether the interest in Common Shares is held directly or indirectly (including by a nominee), and shall include interests that would be treated as owned through the application of Section 318(a) of the Code, as modified by Section 856(d)(5) of the Code.  The terms “Constructive Owner,” “Constructively Owns” and “Constructively Owned” shall have the correlative meanings.

Contract Purchase Price.  The amount actually paid or allocated in respect of the purchase, development, construction or improvement of a Property or the amount of funds advanced with respect to a mortgage loan, or the amount actually paid or allocated in respect of the purchase of other Assets, in each case exclusive of Acquisition Fees and Acquisition Expenses.

Corporation.  As provided in Article 1 herein.

Dealer Manager.  AEI Securities, Inc., a Minnesota corporation and an Affiliate of the Corporation, or such other Person selected by the Board to act as the dealer manager for an Offering.

Development Fee.  A fee for the packaging of a Property or mortgage loan, including the negotiation and approval of plans, and any assistance in obtaining zoning and necessary variances and financing for a specific Property, either initially or at a later date.

Director.  As provided in Section 6.1 herein.

Distributions.  Any dividends or distributions of money or other property, pursuant to Section 4.3 hereof, by the Corporation to owners of Common Shares, including dividends or distributions that may constitute a return of capital for federal income tax purposes.

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Escrow Release Date.  The date upon which subscription proceeds are released from escrow and Common Shares are first issued in the Initial Public Offering.

Excepted Holder.  A Shareholder of the Corporation for whom an Excepted Holder Limit is created by Article 5 or by the Board of Directors pursuant to Section 5.6.7.

Excepted Holder Limit.  Provided that the affected Excepted Holder agrees to comply with the requirements established by the Board of Directors pursuant to Section 5.6.7 and subject to adjustment pursuant to Section 5.6.8, the percentage limit established by the Board of Directors pursuant to Section 5.6.7.

Excess Amounts.  As provided in Section 7.10 herein.

Extension Amendment.  As provided in Article 12 herein.

Gross Proceeds.  The aggregate purchase price of all Shares sold for the account of the Corporation through an Offering, without deduction for Selling Commissions, volume discounts, dealer manager fees or Organization and Offering Expenses.  For the purpose of computing Gross Proceeds, the purchase price of any Share for which reduced Selling Commissions or Dealer-Manager Fees are paid to the Dealer Manager or a Soliciting Dealer (where net proceeds to the Corporation are not reduced) shall be deemed to be the full amount of the Offering price per Share pursuant to the Prospectus for such Offering without giving effect to such reduction.

Independent Appraiser.  A Person with no material current or prior business or personal relationship with the Advisor or the Directors and who is a qualified appraiser of Real Property of the type held by the Corporation or of other Assets as determined by the Board of Directors.  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 as to Real Property.

Independent Director.  A Director who is not on the date of determination, and within the last two years from the date of determination has not been, directly or indirectly associated with the Sponsor, the Corporation, the Advisor or any of their Affiliates by virtue of (i) ownership of an interest in the Sponsor, the Advisor or any of their Affiliates, other than the Corporation, (ii) employment by the Corporation, the Sponsor, the Advisor or any of their Affiliates, (iii) service as an officer or director of the Sponsor, the Advisor or any of their Affiliates, other than as a Director of the Corporation or a director of any other real estate investment trust organized by the Sponsor or advised by the Advisor, (iv) performance of services, other than as a Director of the Corporation, (v) service as a director of more than three real estate investment trusts organized by the Sponsor or advised by the Advisor, or (vi) maintenance of a material business or professional relationship with the Sponsor, the Advisor or any of their Affiliates.  A business or professional relationship is considered “material” per se if the aggregate gross revenue derived by the Director from the Sponsor, the Advisor and their Affiliates exceeds five percent of either the Director’s annual gross income during either of the last two years or the Director’s net worth on a fair market value basis.  An indirect association with the Sponsor or the Advisor shall include circumstances in which a Director’s spouse, parent, child, sibling, mother- or father-in-law, son- or daughter-in-law or brother- or sister-in-law is or has been associated with the Sponsor, the Advisor, any of their Affiliates or the Corporation.

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Indemnitee.  As provided in Section 6.11(a) herein.

Initial Investment.  That portion of the initial capitalization of the Corporation contributed by the Sponsor or its Affiliates pursuant to Section II.A. of the NASAA REIT Guidelines.

Initial Public Offering.  The first Offering.

Invested Capital.  The amount calculated by multiplying the total number of Common Shares purchased by Shareholders by the issue price per Common Share, reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Corporation to repurchase Common Shares pursuant to the Corporation’s repurchase plan.

Joint Ventures.  Those joint venture or partnership arrangements in which the Corporation is a co-venturer or general partner established to acquire or hold Assets.

Leverage.  The aggregate amount of indebtedness of the Corporation for money borrowed (including purchase money mortgage loans) outstanding at any time, both secured and unsecured.

Listing.  The listing of the Shares on a national securities exchange.  Upon such Listing, the Shares shall be deemed Listed.

Market Price.  On any date, with respect to any class or series of outstanding Common Shares, the Closing Price for such Common Shares on such date.  The “Closing Price” on any date shall mean the last sale price for such Common Shares, regular way, or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, for such Common Shares, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the NYSE or, if such Common Shares are not listed or admitted to trading on the NYSE, as reported on the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which such Common Shares are listed or admitted to trading or, if such Common Shares are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in such Common Shares selected by the Board of Directors or, in the event that no trading price is available for such Common Shares, the fair market value of Shares, as determined in good faith by the Board of Directors.

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MBCA.  The Minnesota Business Corporation Act.

NASAA REIT Guidelines.  The Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association on May 7, 2007 and in effect on the Escrow Release Date.

Net Assets.  The total assets of the Corporation (other than intangibles) at cost, before deducting depreciation, reserves for bad debts or other non-cash reserves less total liabilities, calculated on a basis consistently applied; provided, however, that during such periods in which the Board is determining on a regular basis the current value of the Corporation’s net assets for purposes of enabling fiduciaries of employee benefit plan shareholders to comply with applicable Department of Labor reporting requirements, and only for such purposes, “Net Assets” shall mean the greater of (i) the amount determined pursuant to the foregoing and (ii) the assets’ aggregate valuation established by the most recent such valuation without reduction for depreciation, bad debts or other non-cash reserves.

Net Income.  For any period, the Corporation’s total revenues applicable to such period, less the total expenses applicable to such period other than additions to reserves for depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of the Assets.

Net Sales Proceeds.  In the case of a transaction described in clause (i)(A) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Corporation, including all real estate commissions, closing costs and legal fees and expenses.  In the case of a transaction described in clause (i)(B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Corporation, including any legal fees and expenses and other selling expenses incurred in connection with such transaction.  In the case of a transaction described in clause (i)(C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Corporation from the Joint Venture less the amount of any selling expenses, including legal fees and expenses, incurred by or on behalf of the Corporation (other than those paid by the Joint Venture).  In the case of a transaction or series of transactions described in clause (i)(D) of the definition of Sale, Net Sales Proceeds means the proceeds of any such transaction (including the aggregate of all payments under a mortgage loan on or in satisfaction thereof other than regularly scheduled interest payments) less the amount of selling expenses incurred by or on behalf of the Corporation, including all commissions, closing costs and legal fees and expenses.  In the case of a transaction described in clause (i)(E) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of selling expenses incurred by or on behalf of the Corporation, including any legal fees and expenses and other selling expenses incurred in connection with such transaction.  In the case of a transaction described in clause (ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby which are reinvested in one or more Assets within 180 days thereafter and less the amount of any real estate commissions, closing costs, and legal fees and expenses and other selling expenses incurred by or allocated to the Corporation in connection with such transaction or series of transactions.  Net Sales Proceeds shall also include any consideration (including non-cash consideration such as stock, notes or other property or securities) that the Corporation determines, in its discretion, to be economically equivalent to proceeds of a Sale, valued in the reasonable determination of the Corporation.  Net Sales Proceeds shall not include any reserves established by the Corporation in its sole discretion.

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Non-Compliant Tender Offer.  As provided in Section 5.11 herein.

NYSE.  The New York Stock Exchange.

Offering.  Any public offering and sale of Common Shares pursuant to an effective registration statement filed under the Securities Act, excluding Common Shares offered under any employee benefit plan.

Organization and Offering Expenses.  Any and all costs and expenses incurred by and to be paid from the assets of the Corporation in connection with the formation, qualification and registration of the Corporation, and the marketing and distribution of Shares, including, without limitation, total underwriting and brokerage discounts and commissions (including fees of the underwriters’ attorneys), expenses for printing, engraving, amending, supplementing, mailing and distributing costs, salaries of employees while engaged in sales activity, telephone and other telecommunications costs, all advertising and marketing expenses (including the costs of the Corporation related to investor and broker-dealer sales meetings), charges of transfer agents, registrars, trustees, escrow holders, depositories, experts, fees, expenses and taxes related to the filing, registration and qualification of the sale of the Common Shares under federal and state laws, including taxes and fees, and accountants’ and attorneys’ fees.

Person.  An individual, corporation, business trust, partnership, estate, trust (including a trust qualified under Sections 401(a) or 501(c)(17) of the Code), limited liability company, a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and a group to which an Excepted Holder Limit applies.

Plan of Liquidation.  As provided in Article 12 herein.

Prohibited Owner.  With respect to any purported Transfer, any Person who, but for the provisions of Section 5.6.1, would Beneficially Own or Constructively Own Common Shares, and if appropriate in the context, shall also mean any Person who would have been the record owner of Common Shares that the Prohibited Owner would have so owned.

Property or Properties.  As the context requires, any, or all, of the land, rights in land (including leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on or used in connection with land and rights or interests in land acquired by the Corporation, either directly or indirectly through joint venture arrangements or other partnership or investment interests.

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Prospectus.  The same as that term is defined in Section 2(10) of the Securities Act, including a preliminary prospectus, an offering circular as described in Rule 256 of the General Rules and Regulations under the Securities Act, or, in the case of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling securities to the public.

Reinvestment Plan.  As provided in Section 5.5.

REIT.  A corporation, trust, association or other legal entity (other than a real estate syndication) that is engaged primarily in investing in equity interests in real estate (including fee ownership and leasehold interests) or in loans secured by real estate or both as defined pursuant to the REIT Provisions of the Code.

Restriction Termination Date.  The first day after the Escrow Release Date on which the Board of Directors determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT or that compliance with the restrictions and limitations on Beneficial Ownership, Constructive Ownership and Transfers of Common Shares set forth herein is no longer required in order for the Corporation to qualify as a REIT.

Roll-Up Entity.  A partnership, real estate investment trust, corporation, trust or similar entity that would be created or would survive after the successful completion of a proposed Roll-Up Transaction.

Roll-Up Transaction.  A transaction involving the acquisition, merger, conversion or consolidation either directly or indirectly of the Corporation and the issuance of securities of a Roll-Up Entity to the Shareholders.  Such term does not include:

(a)           a transaction involving securities of the Corporation that have been for at least twelve months listed on a national securities exchange; or

(b)           a transaction involving the conversion to corporate, trust or association form of only the Corporation, if, as a consequence of the transaction, there will be no significant adverse change in any of the following:

(i)           Shareholders’ voting rights;

(ii)           the term of existence of the Corporation;

(iii)           Sponsor or Advisor compensation; or

(iv)           the Corporation’s investment objectives.

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Sale or Sales.  (i) any transaction or series of transactions whereby:  (A) the Corporation directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including the lease of any Property consisting of a building only, and including any event with respect to any Property which gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Corporation directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Corporation in any Joint Venture in which it is a co-venturer or partner; (C) any Joint Venture directly or indirectly (except as described in other subsections of this definition) in which the Corporation as a co-venturer or partner sells, grants, transfers, conveys or relinquishes its ownership of any Property or portion thereof, including any event with respect to any Property which gives rise to insurance claims or condemnation awards; (D) the Corporation directly or indirectly (except as described in other subsections of this definition) sells, grants, conveys or relinquishes its interest in any mortgage loan or portion thereof (including with respect to any mortgage loan, all repayments thereunder or in satisfaction thereof other than regularly scheduled interest payments) and any event which gives rise to a significant amount of insurance proceeds or similar awards; or (E) the Corporation directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any other Asset not previously described in this definition or any portion thereof, but (ii) not including any transaction or series of transactions specified in clause (i)  (A) through (E) above in which the proceeds of such transaction or series of transactions are reinvested in one or more Assets within 180 days thereafter.

Securities Act.  The Securities Act of 1933, as amended from time to time, or any successor statute thereto.  Reference to any provision of the Securities Act shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

Selling Commissions.  Any and all commissions payable to underwriters, dealer managers or other broker-dealers in connection with the sale of Common Shares, including, without limitation, commissions and fees payable to the Dealer Manager.

Share Exchange.  A transaction pursuant to MBCA § 302A.601 pursuant to which the Corporation issues its shares for all of the outstanding shares of one or more series of another corporation or limited liability company, or another corporation issues its shares for all of the outstanding shares of one or more series of the Corporation.

Shareholder List.  As provided in Section 10.5 herein.

Shareholders.  The holders of record of the Common Shares as maintained in the books and records of the Corporation or its transfer agent.

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Sponsor.  Any Person which (i) is directly or indirectly instrumental in organizing, wholly or in part, the Corporation, (ii) will manage or participate in the management of the Corporation, and any Affiliate of any such Person, other than a Person whose only relationship with the Corporation is that of an independent property manager and whose only compensation is as such, (iii) takes the initiative, directly or indirectly, in founding or organizing the Corporation, either alone or in conjunction with one or more other Persons, (iv) receives a material participation in the Corporation in connection with the founding or organizing of the business of the Corporation, in consideration of services or property, or both services and property, (v) has a substantial number of relationships and contacts with the Corporation, (vi) possesses significant rights to control Properties, (vii) receives fees for providing services to the Corporation which are paid on a basis that is not customary in the industry, or (viii) provides goods or services to the Corporation on a basis which was not negotiated at arm’s-length with the Corporation.

Tendered Shares.  As provided in Section 5.11 herein.

Termination Date.  The date of termination of the Advisory Agreement.

Termination of the Initial Public Offering.  The earlier of (i) the date on which the Initial Public Offering expires or is terminated by the Corporation or (ii) the date on which all shares offered in the Initial Public Offering are sold, excluding warrants offered thereunder and shares that may be acquired upon exercise of such warrants and shares offered thereunder that may be acquired pursuant to the Reinvestment Plan (as hereafter defined).

Transfer.  Any issuance, sale, transfer, gift, assignment, devise or other disposition, as well as any other event that causes any Person to acquire Beneficial Ownership or Constructive Ownership, or any agreement to take any such actions or cause any such events, of Common Shares or the right to vote or receive dividends on Common Shares, including (a) the granting or exercise of any option (or any disposition of any option), (b) any disposition of any securities or rights convertible into or exchangeable for Common Shares or any interest in Common Shares or any exercise of any such conversion or exchange right and (c) Transfers of interests in other entities that result in changes in Beneficial or Constructive Ownership of Common Shares; in each case, whether voluntary or involuntary, whether owned of record, Constructively Owned or Beneficially Owned and whether by operation of law or otherwise.  The terms “Transferring” and “Transferred” shall have the correlative meanings.

Total Operating Expenses.  All costs and expenses paid or incurred by the Corporation, as determined under generally accepted accounting principles, that are in any way related to the operation of the Corporation or to corporate business, including advisory fees, but excluding (i) the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and tax incurred in connection with the issuance, distribution, transfer, registration and Listing of the Common Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad debt reserves, (v) incentive fees paid in compliance with the NASAA REIT Guidelines, (vi)  Acquisition Fees and Acquisition Expenses, (vii) real estate commissions on the Sale of Property, and (viii) other fees and expenses connected with the acquisition, disposition, management and ownership of real estate interests, mortgage loans or other property (including the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property).

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Unimproved Real Property.  Property in which the Corporation has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one year.

4.Authorized Shares.  The aggregate number of shares that the Corporation is authorized to issue is 200,000,000 shares of common stock, par value $0.01 per share (“Common Shares”).  The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of Common Shares.

Section 4.1Rights Upon Liquidation.  In the event of any voluntary or involuntary liquidation, dissolution or winding up, or any distribution of the assets of the Corporation, the aggregate assets available for distribution to holders of the Common Shares shall be determined in accordance with applicable law.  Each holder of Common Shares shall be entitled to receive, ratably with each other holder of Common Shares, that portion of such aggregate assets available for distribution as the number of outstanding Common Shares held by such holder bears to the total number of outstanding Common Shares then outstanding.

Section 4.2Voting Rights.  Subject to the provisions of Section 10.2, each Common Share shall entitle the holder thereof to one vote per Common Share on all matters upon which Shareholders are entitled to vote.  Except as may be otherwise provided in these Articles of Incorporation, the holders of the Common Shares shall have the exclusive right to vote on all matters (as to which a Shareholders shall be entitled to vote pursuant to applicable law) at all meetings of the Shareholders. No holders of shares of capital stock of the Corporation, including holders of Common Shares, shall have cumulative voting rights.

Section 4.3 Distribution Rights.  Subject to MBCA § 302A.551, the Board from time to time may authorize and the Corporation may pay to Shareholders such dividends or other Distributions in cash or other assets as the Board in its discretion shall determine.  Subject to MBCA § 302A.551, the Board shall endeavor to authorize, and the Corporation may pay, such dividends and Distributions as shall be necessary for the Corporation to qualify as a REIT under Sections 856 through 860 of the Code and any successor provisions, unless the Board has determined, in its sole discretion, that qualification as a REIT is not in the best interests of the Corporation; provided, however, that Shareholders shall have no right to any dividend or Distribution unless and until authorized by the Board and declared by the Corporation.  Distributions in kind shall not be permitted, except for distributions of readily marketable securities, distributions of beneficial interests in a liquidating trust established for the dissolution of the Corporation and the liquidation of its assets in accordance with the terms of these Articles of Incorporation or distributions in which (a) the Board advises each Shareholder of the risks associated with direct ownership of the property, (b) the Board offers each Shareholder the election of receiving such in-kind distributions, and (c) in-kind distributions are made only to those Shareholders that accept such offer.    Any distribution to Shareholders of income or capital assets will be accompanied by a written statement disclosing the source of the funds distributed. If, at the time of distribution, this information is not available, a written explanation of the relevant circumstances will accompany the distribution and the written statement disclosing the source of the funds distributed will be sent to the Shareholders not later than 60 days after the close of the fiscal year in which the distribution was made.

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Section 4.4Preemptive Rights and Appraisal Rights.  Except as may otherwise be provided by contract approved by the Board of Directors, no holder of Common Shares shall, as such holder, have any preemptive right to purchase or subscribe for any additional Common Shares or any other security of the Corporation which it may issue or sell.

Section 4.5No Dissenters’ Rights for Articles Amendments.  To the fullest extent permitted by the MBCA as the same exists or may hereafter be amended, a Shareholder shall not be entitled to dissent from, and obtain payment for the fair value of the Shareholder’s Common Shares in the event of, an amendment of these Articles of Incorporation.

Section 4.6No Issuance of Share Certificates.  Unless otherwise provided by the Board of Directors, the Corporation shall not issue stock certificates.  A Shareholder’s investment shall be recorded on the books of the Corporation.  To transfer his or her Common Shares, a Shareholder shall submit an executed form to the Corporation, which form shall be provided by the Corporation upon request.  Such transfer will also be recorded on the books of the Corporation.  Upon issuance or transfer of Common Shares, the Corporation will provide the Shareholder with information concerning his or her rights with regard to such Common Shares, as required by the Bylaws and the MBCA or other applicable law.

5.Suitability of Shareholders/Transfers.  Until Listing, the following provisions shall apply:

Section 5.1Investor Suitability Standards.  Subject to suitability standards established by individual states, to become a Shareholder in the Corporation, if such prospective Shareholder is an individual (including an individual beneficiary of a purchasing Individual Retirement Account), or if the prospective Shareholder is a fiduciary (such as a trustee of a trust or corporate pension or profit sharing plan, or other tax-exempt organization, or a custodian under a Uniform Gifts to Minors Act), such individual or fiduciary, as the case may be, must represent to the Corporation, among other requirements as the Corporation may require from time to time:

(a)that such individual (or, in the case of a fiduciary, that the fiduciary account or the donor who directly or indirectly supplies the funds to purchase the Shares) has a minimum annual gross income of $70,000 and a net worth (excluding home, furnishings and automobiles) of not less than $70,000; or

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(b)that such individual (or, in the case of a fiduciary, that the fiduciary account or the donor who directly or indirectly supplies the funds to purchase the Shares) has a net worth (excluding home, furnishings and automobiles) of not less than $250,000.

Section 5.2Determination of Suitability of Sale.  Until the Common Shares are Listed, the Sponsor and each Person selling Common Shares on behalf of the Sponsor or the Corporation shall make every reasonable effort to determine that the purchase of Common Shares is a suitable and appropriate investment for each Shareholder.  In making this determination, the Sponsor or each Person selling Common Shares on behalf of the Sponsor or the Corporation shall ascertain that the prospective Shareholder:  (a) meets the minimum income and net worth standards established for the Corporation; (b) can reasonably benefit from the Corporation based on the prospective Shareholder’s overall investment objectives and portfolio structure; (c) is able to bear the economic risk of the investment based on the prospective Shareholder’s overall financial situation; and (d) has apparent understanding of (1) the fundamental risks of the investment; (2) the risk that the Shareholder may lose the entire investment; (3) the lack of liquidity of the Shares; (4) the restrictions on transferability of the Common Shares; (5) the background and qualifications of the Sponsor or the Advisor; and (6) the tax consequences of the investment.

The Sponsor or each Person selling shares on behalf of the Sponsor or the Corporation shall make this determination on the basis of information it has obtained from a prospective Shareholder.  Relevant information for this purpose will include at least the age, investment objectives, investment experiences, income, net worth, financial situation, and other investments of the prospective Shareholder, as well as any other pertinent factors.

The Sponsor or each Person selling Common Shares on behalf of the Sponsor or the Corporation shall maintain records of the information used to determine that an investment in Shares is suitable and appropriate for a Shareholder.  The Sponsor or each Person selling Shares on behalf of the Sponsor or the Corporation shall maintain these records for at least six years.

Section 5.3Minimum Investment and Transfer.  Subject to certain individual state requirements, no sale or transfer of Common Shares will be permitted of less than 250 Common Shares, and a Shareholder shall not transfer, fractionalize or subdivide such Common Shares so as to retain less than such minimum number.

Section 5.4Repurchase of Shares.  The Board may establish, from time to time, a program or programs by which the Corporation voluntarily repurchases Common Shares from its Shareholders; provided, however, that such repurchase complies with the MBCA and does not impair the capital or operations of the Corporation.  The Sponsor, Advisor, Directors, or Affiliates are prohibited from receiving a fee on the repurchase of Common Shares by the Corporation.

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Section 5.5Dividend Reinvestment Plans.  The Board may establish, from time to time, a dividend reinvestment plan or plans (each, a “Reinvestment Plan”).  Under any such Reinvestment Plan, (i) all material information regarding Distributions to the Shareholders and the effect of reinvesting such Distributions, including the tax consequences thereof, shall be provided to the Shareholders not less often than annually, and (ii) each Shareholder participating in such Reinvestment Plan shall have a reasonable opportunity to withdraw from the Reinvestment Plan not less often than annually after receipt of the information required in clause (i) above.

Section 5.6Restriction on Transfer and Ownership of Shares.

Section 5.6.1Ownership Limitations.  During the period commencing on the Escrow Release Date and prior to the Restriction Termination Date:

(a)Basic Restrictions.

(i)No Person, other than an Excepted Holder, shall Beneficially Own or Constructively Own Common Shares in excess of the Common Share Ownership Limit and no Excepted Holder shall Beneficially Own or Constructively Own Common Shares in excess of the Excepted Holder Limit for such Excepted Holder.

(ii)No Person shall Beneficially or Constructively Own Common Shares to the extent that such Beneficial or Constructive Ownership of Common Shares would result in the Corporation being “closely held” within the meaning of Section 856(h) of the Code (without regard to whether the ownership interest is held during the last half of a taxable year), or otherwise failing to qualify as a REIT (including, but not limited to, Beneficial or Constructive Ownership that would result in the Corporation owning (actually or Constructively) an interest in a tenant that is described in Section 856(d)(2)(B) of the Code if the income derived by the Corporation from such tenant would cause the Corporation to fail to satisfy any of the gross income requirements of Section 856(c) of the Code).

(iii)Not more than 50% of the outstanding Common Shares may be owned by any five or fewer individuals, including some tax-exempt entities.  In addition, any Transfer of Common Shares that, if effective, would result in Common Shares being beneficially owned by less than 100 Persons (determined under the principles of Section 856(a)(5) of the Code) shall be void ab initio, and the intended transferee shall acquire no rights in such Common Shares.

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(b)Transfer in Trust.  If any Transfer of Common Shares occurs which, if effective, would result in any Person Beneficially Owning or Constructively Owning Common Shares in violation of Section 5.6.1(a)(i) or (ii),

(i)then that number of Common Shares the Beneficial or Constructive Ownership of which otherwise would cause such Person to violate Section 5.6.1 (a)(i) or (ii) (rounded to the nearest whole share) shall be automatically transferred to a Charitable Trust for the benefit of a Charitable Beneficiary, as described in Section 5.7, effective as of the close of business on the Business Day prior to the date of such Transfer, and such Person shall acquire no rights in such Common Shares; or

(ii)if the transfer to the Charitable Trust described in clause (i) of this sentence would not be effective for any reason to prevent the violation of Section 5.6.1(a)(i) or (ii), then the Transfer of that number of Common Shares that otherwise would cause any Person to violate Section 5.6.1(a)(i) or (ii) shall be void ab initio, and the intended transferee shall acquire no rights in such Common Shares.

Section 5.6.2Remedies for Breach.  If the Board of Directors or any duly authorized committee thereof shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of Section 5.6.1 or that a Person intends to acquire or has attempted to acquire Beneficial or Constructive Ownership of any Common Shares in violation of Section 5.6.1 (whether or not such violation is intended), the Board of Directors or a committee thereof shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Corporation to redeem Shares, refusing to give effect to such Transfer on the books of the Corporation or instituting proceedings to enjoin such Transfer or other event; provided, however, that any Transfers or attempted Transfers or other events in violation of Section 5.6.1 shall automatically result in the transfer to the Charitable Trust described above, and, where applicable, such Transfer (or other event) shall be void ab initio as provided above irrespective of any action (or non-action) by the Board of Directors or a committee thereof.

Section 5.6.3Notice of Restricted Transfer.  Any Person who acquires or attempts or intends to acquire Beneficial Ownership or Constructive Ownership of Common Shares that will or may violate Section 5.6.1(a), or any Person who would have owned Common Shares that resulted in a transfer to the Charitable Trust pursuant to the provisions of Section 5.6.1(b), shall immediately give written notice to the Corporation of such event, or in the case of such a proposed or attempted transaction, give at least 15 days prior written notice, and shall provide to the Corporation such other information as the Corporation may request in order to determine the effect, if any, of such Transfer on the Corporation’s status as a REIT.

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Section 5.6.4Owners Required To Provide Information.  From the Escrow Release Date and prior to the Restriction Termination Date:

(a)every owner of more than five percent (or such lower percentage as required by the Code or the Treasury Regulations promulgated thereunder) of the outstanding Common Shares, within 30 days after the end of each taxable year, shall give written notice to the Corporation stating the name and address of such owner, the number of Common Shares and other Common Shares Beneficially Owned and a description of the manner in which such shares are held.  Each such owner shall provide to the Corporation such additional information as the Corporation may request in order to determine the effect, if any, of such Beneficial Ownership on the Corporation’s status as a REIT and to ensure compliance with the Common Share Ownership Limit.

(b)each Person who is a Beneficial or Constructive Owner of Shares and each Person (including the Shareholder of record) who is holding Shares for a Beneficial or Constructive Owner shall provide to the Corporation such information as the Corporation may request, in good faith, in order to determine the Corporation’s status as a REIT and to comply with the requirements of any taxing authority or governmental authority or to determine such compliance.

Section 5.6.5Remedies Not Limited.  Subject to Section 10.2 of these Articles of Incorporation, nothing contained in this Section 5.6 shall limit the authority of the Board of Directors to take such other action as it deems necessary or advisable to protect the Corporation and the interests of its Shareholders in preserving the Corporation’s status as a REIT.

Section 5.6.6Ambiguity.  In the case of an ambiguity in the application of any of the provisions of this Section 5.6, Section 5.7 or any definition contained in Article 3, the Board of Directors shall have the power to determine the application of the provisions of this Section 5.6 or Section 5.7 with respect to any situation based on the facts known to it.  In the event Section 5.6 or 5.7 requires an action by the Board of Directors and these Articles of Incorporation fail to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of Article 3 or Sections 5.6 or 5.7.  Absent a decision to the contrary by the Board of Directors (which the Board may make in its sole and absolute discretion), if a Person would have (but for the remedies set forth in Section 5.6.2) acquired Beneficial or Constructive Ownership of Common Shares in violation of Section 5.6.1, such remedies (as applicable) shall apply first to the Shares which, but for such remedies, would have been Beneficially Owned or Constructively Owned (but not actually owned) by such Person, pro rata among the Persons who actually own such Shares based upon the relative number of the Common Shares held by each such Person.

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Section 5.6.7Exceptions.

(a)Subject to Section 5.6.1(a)(ii), the Board of Directors, in its sole discretion, may exempt (prospectively or retroactively) a Person from the Common Share Ownership Limit and may establish or increase an Excepted Holder Limit for such Person if:

(i)the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain that no individual’s Beneficial or Constructive Ownership of such Common Shares will violate Section 5.6.1(a)(ii);

(ii)such Person does not, and represents that it will not, own actually or Constructively an interest in a tenant of the Corporation (or a tenant of any entity owned or controlled by the Corporation) that would cause the Corporation to own, actually or Constructively, more than a 9.9% interest (as set forth in Section 856(d)(2)(B) of the Code) in such tenant and the Board of Directors obtains such representations and undertakings from such Person as are reasonably necessary to ascertain this fact (for this purpose, a tenant from whom the Corporation (or an entity owned or controlled by the Corporation) derives (and is expected to continue to derive) a sufficiently small amount of revenue such that, in the opinion of the Board of Directors, rent from such tenant would not adversely affect the Corporation’s ability to qualify as a REIT, shall not be treated as a tenant of the Corporation); and

(iii)such Person agrees that any violation or attempted violation of such representations or undertakings (or other action which is contrary to the restrictions contained in Sections 5.6.1 through 5.6.6) will result in such Shares being automatically transferred to a Charitable Trust in accordance with Sections 5.6.1(b) and 5.7.

(b)Prior to granting any exception pursuant to Section 5.6.7(a), the Board of Directors may require a ruling from the Internal Revenue Service, or an opinion of counsel, in either case in form and substance satisfactory to the Board of Directors in its sole discretion, as it may deem necessary or advisable in order to determine or ensure the Corporation’s status as a REIT.  Notwithstanding the receipt of any ruling or opinion, the Board of Directors may impose such conditions or restrictions as it deems appropriate in connection with granting such exception.

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(c)Subject to Section 5.6.1(a)(ii), an underwriter that participates in a public offering or a private placement of Common Shares (or securities convertible into or exchangeable for Common Shares) may Beneficially Own or Constructively Own Common Shares (or securities convertible into or exchangeable for Shares) in excess of the Common Share Ownership Limit or both such limits, but only to the extent necessary to facilitate such public offering or private placement.

(d)The Board of Directors may only reduce the Excepted Holder Limit for an Excepted Holder:  (1) with the written consent of such Excepted Holder at any time, or (2) pursuant to the terms and conditions of the agreements and undertakings entered into with such Excepted Holder in connection with the establishment of the Excepted Holder Limit for that Excepted Holder.  No Excepted Holder Limit shall be reduced to a percentage that is less than the Common Share Ownership Limit.

Section 5.6.8Increase in Common Share Ownership Limit.  Subject to Section 5.6.2(a)(ii), the Board of Directors may from time to time increase the Common Share Ownership Limit for one or more Persons and decrease the Common Share Ownership Limit for all other Persons; provided, however, that the decreased Common Share Ownership Limit will not be effective for any Person whose percentage ownership in Common Shares is in excess of such decreased Common Share Ownership Limit until such time as such Person’s percentage of Common Shares equals or falls below the decreased Common Share Ownership Limit, but any further acquisition of Common Shares in excess of such percentage ownership of Common Shares will be in violation of the Common Share Ownership Limit and, provided further, that the new Common Share Ownership Limit would not allow five or fewer Persons to Beneficially Own more than 49.9% in value of the outstanding Common Shares.

Section 5.6.9Legend.  If the Corporation at any time prior to Listing issues certificates representing its Common Shares, each such certificate for Common Shares shall bear substantially the following legend:

The shares represented by this certificate are subject to restrictions on Beneficial and Constructive Ownership and Transfer for the purpose, among others, of the Corporation’s maintenance of its status as a Real Estate Investment Trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”).  Subject to certain further restrictions and except as expressly provided in these Articles of Incorporation, (i) no Person may Beneficially or Constructively Own Common Shares of the Corporation in excess of 9.8% (in value or number of shares) of the outstanding Common Shares of the Corporation unless such Person is an Excepted Holder (in which case the Excepted Holder Limit shall be applicable); (ii) no Person may Beneficially or Constructively Own Common Shares that would result in the Corporation being “closely held” under Section 856(h) of the Code or otherwise cause the Corporation to fail to qualify as a REIT; and (iii) no Person may Transfer Shares if such Transfer would result in Common Shares of the Corporation being owned by fewer than 100 Persons. Any Person who Beneficially or Constructively Owns or attempts to Beneficially or Constructively Own Common Shares which cause or will cause a Person to Beneficially or Constructively Own Common Shares in excess or in violation of the above limitations must immediately notify the Corporation.  If any of the restrictions on transfer or ownership are violated, the Common Shares represented hereby will be automatically transferred to a Trustee of a Charitable Trust for the benefit of one or more Charitable Beneficiaries.  In addition, the Corporation may redeem shares upon the terms and conditions specified by the Board of Directors in its sole discretion if the Board of Directors determines that ownership or a Transfer or other event may violate the restrictions described above.  Furthermore, upon the occurrence of certain events, attempted Transfers in violation of the restrictions described above may be void ab initio.  All capitalized terms in this legend have the meanings defined in these Articles of Incorporation, as the same may be amended from time to time, a copy of which, including the restrictions on transfer and ownership, will be furnished to each holder of Common Shares of the Corporation on request and without charge.  Requests for such a copy may be directed to the Secretary of the Corporation at its principal office.

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Instead of the foregoing legend, the certificate may state that the Corporation will furnish a full statement about certain restrictions on transferability to a Shareholder on request and without charge.  In the case of uncertificated Common Shares, the Corporation will send the holder of such Common Shares a written statement of the information otherwise required on certificates.

Section 5.7Transfer of Common Shares in Trust.

Section 5.7.1Ownership in Trust.  Upon any purported Transfer or other event described in Section 5.6.1(b) that would result in a transfer of Common Shares to a Charitable Trust, such Common Shares shall be deemed to have been transferred to the Charitable Trustee as Trustee of a Charitable Trust for the exclusive benefit of one or more Charitable Beneficiaries.  Such transfer to the Charitable Trustee shall be deemed to be effective as of the close of business on the Business Day prior to the purported Transfer or other event that results in the transfer to the Charitable Trust pursuant to Section 5.6.1(b).  The Charitable Trustee shall be appointed by the Corporation and shall be a Person unaffiliated with the Corporation and any Prohibited Owner.  Each Charitable Beneficiary shall be designated by the Corporation as provided in Section 5.7.6.

Section 5.7.2Status of Common Shares Held by the Charitable Trustee.  Common Shares held by the Charitable Trustee shall continue to be issued and outstanding Common Shares of the Corporation.  The Prohibited Owner shall have no rights in the Common Shares held by the Charitable Trustee.  The Prohibited Owner shall not benefit economically from ownership of any Common Shares held in trust by the Charitable Trustee, shall have no rights to dividends or other distributions and shall not possess any rights to vote or other rights attributable to the Common Shares held in the Charitable Trust.

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Section 5.7.3Dividend and Voting Rights.  The Charitable Trustee shall have all voting rights and rights to dividends or other distributions with respect to Common Shares held in the Charitable Trust, which rights shall be exercised for the exclusive benefit of the Charitable Beneficiary.  Any dividend or other distribution paid prior to the discovery by the Corporation that Common Shares have been transferred to the Charitable Trustee shall be paid with respect to such Common Shares to the Charitable Trustee upon demand and any dividend or other distribution authorized but unpaid shall be paid when due to the Charitable Trustee.  Any dividends or distributions so paid over to the Charitable Trustee shall be held in trust for the Charitable Beneficiary.  The Prohibited Owner shall have no voting rights with respect to Common Shares held in the Charitable Trust and, subject to Minnesota law, effective as of the date that Common Shares have been transferred to the Charitable Trustee, the Charitable Trustee shall have the authority (at the Charitable Trustee’s sole discretion) (i) to rescind as void any vote cast by a Prohibited Owner prior to the discovery by the Corporation that Common Shares have been transferred to the Charitable Trustee and (ii) to recast such vote in accordance with the desires of the Charitable Trustee acting for the benefit of the Charitable Beneficiary; provided, however, that if the Corporation has already taken irreversible corporate action, then the Charitable Trustee shall not have the authority to rescind and recast such vote.  Notwithstanding the provisions of this Article VII, until the Corporation has received notification that Common Shares have been transferred into a Charitable Trust, the Corporation shall be entitled to rely on its share transfer and other Shareholder records for purposes of preparing lists of Shareholders entitled to vote at meetings, determining the validity and authority of proxies and otherwise conducting votes of Shareholders.

Section 5.7.4Sale of Common Shares by Charitable Trustee.  Within 20 days of receiving notice from the Corporation that Common Shares have been transferred to the Charitable Trust, the Charitable Trustee shall sell the Common Shares held in the Charitable Trust to a person, designated by the Charitable Trustee, whose ownership of the Common Shares will not violate the ownership limitations set forth in Section 5.6.1(a).  Upon such sale, the interest of the Charitable Beneficiary in the Common Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner and to the Charitable Beneficiary as provided in this Section 5.7.4.  The Prohibited Owner shall receive the lesser of (1) the price paid by the Prohibited Owner for the Common Shares or, if the Prohibited Owner did not give value for the Common Shares in connection with the event causing the Common Shares to be held in the Charitable Trust (e.g., in the case of a gift, devise or other such transaction), the Market Price of the Common Shares on the day of the event causing the Common Shares to be held in the Charitable Trust and (2) the price per Common Share received by the Charitable Trustee (net of any commissions and other expenses of sale) from the sale or other disposition of the Common Shares held in the Charitable Trust.  The Charitable Trustee may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which have been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 5.7.3.  Any net sales proceeds in excess of the amount payable to the Prohibited Owner shall be immediately paid to the Charitable Beneficiary.  If, prior to the discovery by the Corporation that Common Shares have been transferred to the Charitable Trustee, such Common Shares are sold by a Prohibited Owner, then (i) such Common Shares shall be deemed to have been sold on behalf of the Charitable Trust and (ii) to the extent that the Prohibited Owner received an amount for such Common Shares that exceeds the amount that such Prohibited Owner was entitled to receive pursuant to this Section 5.7.4, such excess shall be paid to the Charitable Trustee upon demand.

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Section 5.7.5Purchase Right in Shares Transferred to the Charitable Trustee.  Common Shares transferred to the Charitable Trustee shall be deemed to have been offered for sale to the Corporation, or its designee, at a price per share equal to the lesser of (i) the price per Common Share in the transaction that resulted in such transfer to the Charitable Trust (or, in the case of a devise or gift, the Market Price at the time of such devise or gift) and (ii) the Market Price on the date the Corporation, or its designee, accepts such offer.  The Corporation may reduce the amount payable to the Prohibited Owner by the amount of dividends and distributions which has been paid to the Prohibited Owner and are owed by the Prohibited Owner to the Charitable Trustee pursuant to Section 5.7.3.  The Corporation may pay the amount of such reduction to the Charitable Trustee for the benefit of the Charitable Beneficiary.  The Corporation shall have the right to accept such offer until the Charitable Trustee has sold the Common Shares held in the Charitable Trust pursuant to Section 5.7.4.  Upon such a sale to the Corporation, the interest of the Charitable Beneficiary in the Common Shares sold shall terminate and the Charitable Trustee shall distribute the net proceeds of the sale to the Prohibited Owner.

Section 5.7.6Designation of Charitable Beneficiaries.  By written notice to the Charitable Trustee, the Corporation shall designate one or more nonprofit organizations to be the Charitable Beneficiary of the interest in the Charitable Trust such that (i) Common Shares held in the Charitable Trust would not violate the restrictions set forth in Section 5.7.1(a) in the hands of such Charitable Beneficiary and (ii) each such organization must be described in Section 501(c)(3) of the Code and contributions to each such organization must be eligible for deduction under each of Sections 170(b)(1)(A), 2055 and 2522 of the Code.

Section 5.8NYSE Transactions.  Nothing in this Article 5 shall preclude the settlement of any transaction entered into through the facilities of the NYSE or any other national securities exchange or automated inter-dealer quotation system.  The fact that the settlement of any transaction occurs shall not negate the effect of any other provision of this Article 5 and any transferee in such a transaction shall be subject to all of the provisions and limitations set forth in this Article 5.

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Section 5.9Enforcement.  The Corporation is authorized specifically to seek equitable relief, including injunctive relief, to enforce the provisions of this Article 5.

Section 5.10Non-Waiver.  No delay or failure on the part of the Corporation or the Board of Directors in exercising any right hereunder shall operate as a waiver of any right of the Corporation or the Board of Directors, as the case may be, except to the extent specifically waived in writing.

Section 5.11Tender Offers.  If any Person makes a tender offer, including, without limitation, a “mini-tender” offer, such Person must comply with all of the provisions set forth in Regulation 14D of the Securities Exchange Act of 1934, as amended, including, without limitation, disclosure and notice requirements, that would be applicable if the tender offer was for more than five percent of the outstanding Common Shares; provided, however, that, unless required by the rules and regulations of the Securities and Exchange Commission, such documents shall not be required to be filed with the Securities and Exchange Commission.  In addition, any such Person must provide notice to the Corporation at least ten business days prior to initiating any such tender offer.  If any Person initiates a tender offer without complying with the provisions set forth above (a “Non-Compliant Tender Offer”), the Corporation, in its sole discretion, shall have the right to redeem such non-compliant Person’s Common Shares and any Common Shares acquired in such tender offer (collectively, the “Tendered Shares”) at the lesser of (i) the price then being paid per Common Share purchased in the Corporation’s latest Offering at full purchase price (not discounted for commission reductions or for reductions in sale price permitted pursuant to the Reinvestment Plan), (ii) the fair market value of the Common Shares as determined by an independent valuation obtained by the Corporation or (iii) the lowest tender offer price offered in such Non-Compliant Tender Offer.  The Corporation may purchase such Tendered Shares upon delivery of the purchase price to the Person initiating such Non-Compliant Tender Offer and, upon such delivery, the Corporation may instruct any transfer agent to transfer such purchased Common Shares to the Corporation.  In addition, any Person who makes a Non-Compliant Tender Offer shall be responsible for all expenses incurred by the Corporation in connection with the enforcement of the provisions of this Section 5.11, including, without limitation, expenses incurred in connection with the review of all documents related to such tender offer and expenses incurred in connection with any purchase of Tendered Shares by the Corporation.  The Corporation maintains the right to offset any such expenses against the dollar amount to be paid by the Corporation for the purchase of Tendered Shares pursuant to this Section 5.11.  In addition to the remedies provided herein, the Corporation may seek injunctive relief, including, without limitation, a temporary or permanent restraining order, in connection with any Non-Compliant Tender Offer.  This Section 5.11 shall be of no force or effect with respect to any Shares that are then Listed.

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6.Board of Directors.

Section 6.1Number of Directors.  The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.  The number of Directors of the Corporation (the “Directors”) shall initially be five (which number may be increased or decreased from time to time pursuant to the Bylaws), provided, however, that from the Escrow Release Date until the Common Shares are Listed, the total number of Directors shall not be fewer than three no more than seven; provided further that there may be fewer than three Directors at any time the Corporation has only one holder of record of Common Shares.  From and after the Escrow Release Date, a majority of the Board will be Independent Directors except for a period of up to 60 days after the death, removal or resignation of an Independent Director pending the election of such Independent Director’s successor and except for any time the Corporation has only one holder of record of Common Shares.  The Directors may increase the number of Directors and fill any vacancy, whether resulting from an increase in the number of Directors or otherwise, on the Board, in the manner provided in the Bylaws.  The name of the Directors who shall serve until the first annual meeting of Shareholders and until their successors are duly elected and qualifies are:

Robert P. Johnson

Patrick W. Keene

Thomas W. Hamilton

Erick J. Reim

Lorna P. Gleason

Section 6.2Experience.  Each Non-Independent Director shall have at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage the type of assets being acquired by the Corporation.  From and after the commencement of the Corporation’s Initial Public Offering, at least one of the Independent Directors shall have three years of relevant real estate experience.

Section 6.3Committees.  The Board may establish such committees as it deems appropriate, in its discretion, provided that from and after the Escrow Release Date, the majority of the members of each committee will be Independent Directors.

Section 6.4Term.  Each Director shall hold office for one year, until the next annual meeting of Shareholders or until his or her successor is duly elected and qualifies.  Directors may be elected to an unlimited number of successive terms.

Section 6.5Fiduciary Obligations.  The Directors and the Advisor serve in a fiduciary capacity to the Corporation and have a fiduciary duty to the Shareholders of the Corporation, including, with respect to the Directors, a specific fiduciary duty to supervise the relationship of the Corporation with the Advisor.

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Section 6.6Determinations by Board.  Except as otherwise provided in the MBCA, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Board of Directors consistent with these Articles of Incorporation, shall be final and conclusive and shall be binding upon the Corporation and every holder of Common Shares:  the amount of the net income of the Corporation for any period and the amount of assets at any time legally available for the payment of dividends, redemption of its stock or the payment of other distributions on its stock; the amount of paid-in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged); any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to dividends or other distributions, qualifications or terms or conditions of redemption of any class or series of stock of the Corporation; the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by the Corporation or any Common Shares; the number of Common Shares of any class of the Corporation; any matter relating to the acquisition, holding and disposition of any assets by the Corporation; any conflict between the MBCA and the provisions set forth in the NASAA REIT Guidelines; or any other matter relating to the business and affairs of the Corporation or required or permitted by applicable law, these Articles of Incorporation or Bylaws, or otherwise to be determined by the Board of Directors; provided, however, that any determination by the Board of Directors as to any of the preceding matters shall not render invalid or improper any action taken or omitted prior to such determination and no Director shall be liable for making or failing to make such a determination; and provided, further, that to the extent the Board determines that the MBCA conflicts with the provisions set forth in the NASAA REIT Guidelines, the NASAA REIT Guidelines control to the extent any provisions of the MBCA are not mandatory.

Section 6.7REIT Qualification.  If the Corporation elects to qualify for federal income tax treatment as a REIT, the Board of Directors shall use its reasonable best efforts to take such actions as are necessary or appropriate to preserve the status of the Corporation as a REIT; however, if the Board of Directors determines that it is no longer in the best interests of the Corporation to continue to be qualified as a REIT, the Board of Directors may revoke or otherwise terminate the Corporation’s REIT election pursuant to Section 856(g) of the Code.  The Board of Directors also may determine that compliance with any restriction or limitation on stock ownership and transfers set forth in Article VII is no longer required for REIT qualification.

Section 6.8Removal of Directors.  Any Director, or the entire Board of Directors, may be removed from office at any time, but only by the affirmative vote of at least a majority of the votes entitled to be cast generally in the election of Directors.  At a meeting in which there is a quorum, the holders of a majority of Common Shares can elect to remove any Director, or the entire Board of Directors.

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Section 6.9Compensation of Directors.  The Board of Directors may determine, from time to time, the compensation, if any, that any Director may receive for his or her services including, but not limited to, retainers, fees, incentive stock options and reimbursement of expenses.

Section 6.10Liability of Directors.  To the fullest extent permitted by the MBCA as the same exists or may hereafter be amended, a director of this Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director.  Neither the amendment, modification or repeal of this Section 6.10 nor the adoption of any provision in these Articles of Incorporation inconsistent with this Section 6.10 shall adversely affect any right or protection of a director or officer of the Corporation with respect to any act or omission that occurred prior to the time of such amendment, modification, repeal or adoption.

Section 6.11Indemnification of Directors and Officers.

(a)Subject to any limitations set forth in paragraphs (b) and (c) below, the Corporation shall indemnify all officers and directors of the Corporation, and the Advisor (“Indemnitees”), for such expenses and liabilities, in such manner, under such circumstances and to such extent as required or permitted by the MBCA, as now enacted or hereafter amended.  Unless otherwise approved by the board of directors, the Corporation shall not indemnify any employee of the Corporation who is not otherwise entitled to indemnification pursuant to this Section 6.11.  The board of directors may authorize the purchase and maintenance of insurance or the execution of individual agreements for the purpose of such indemnification, and subject to the MBCA and paragraphs (b), (c) and (d) below, the Corporation shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 6.11, all in the manner, under the circumstances and to the extent required or permitted by the MBCA. Any amendment to this Section 6.11 shall not affect the entitlement of any Indemnitee to indemnification relating to acts or omissions occurring prior to the date of such amendment.

(b)Notwithstanding anything to the contrary contained in paragraph (a) above, the Corporation shall not provide for indemnification of an Indemnitee for any liability or loss suffered by such Indemnitee, unless all of the following conditions are met:

(i)The Indemnitee has determined, in good faith, that the course of conduct that caused the loss or liability was in the best interests of the Corporation.

(ii)The Indemnitee was acting on behalf of or performing services for the Corporation.

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(iii)Such liability or loss was not the result of (A) negligence or misconduct, in the case that the Indemnitee is a Director (other than an Independent Director), the Advisor or an Affiliate of the Advisor or (B) gross negligence or willful misconduct, in the case that the Indemnitee is an Independent Director.

(iv)Such indemnification or agreement to hold harmless is recoverable only out of Net Assets and not from the Shareholders.

(c)Notwithstanding anything to the contrary contained in paragraph (a) above, the Corporation shall not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by such party 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 material securities law violations as to the Indemnitee, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims against the 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 were offered or sold as to indemnification for violations of securities laws.

(d)The Corporation may pay or reimburse reasonable legal expenses and other costs incurred by an Indemnitee in advance of final disposition of a proceeding only if all of the following are satisfied:  (i) the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of the Corporation, (ii) the Indemnitee provides the Corporation with written affirmation of the Indemnitee’s good faith belief that the Indemnitee has met the standard of conduct necessary for indemnification by the Corporation as authorized by this Section 6.13, (iii) the legal proceeding was initiated by a third party who is not a Shareholder or, if by a Shareholder of the Corporation acting in his or her capacity as such, a court of competent jurisdiction approves such advancement, and (iv) the Indemnitee provides the Corporation with a written agreement to repay the amount paid or reimbursed by the Corporation, together with the applicable legal rate of interest thereon, if it is ultimately determined that the Indemnitee did not comply with the requisite standard of conduct and is not entitled to indemnification.

Section 6.12Written Action by Directors.  An action required or permitted to be taken at a meeting of the Board of Directors of the Corporation may be taken by a written action signed, or consented to by authenticated electronic communication, by all of the directors unless the action need not be approved by the shareholders of the Corporation, in which case the action may be taken by a written action signed, or consented to by authenticated electronic communication, by the number of directors that would be required to take the same action at a meeting of the board of directors of the Corporation at which all of the directors were present.  A written action may be signed in separate counterparts.

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Section 6.13Board Action with Respect to Certain Matters.  A majority of the Independent Directors must approve any Board action to which the following sections of the NASAA REIT Guidelines apply:  II.A., II.C., II.F., II.G., IV.A., IV.B., IV.C., IV.D., IV.E., IV.F., IV.G., V.E., V.H., V.J., VI.A., VI.B.4, and VI.G.

7.Advisor.

Section 7.1Appointment and Initial Investment of Advisor.  The Board is responsible for setting the general policies of the Corporation and for the general supervision of its business conducted by officers, agents, employees, advisors or independent contractors of the Corporation.  However, the Board is not required personally to conduct the business of the Corporation, and it may (but need not) appoint, employ or contract with any Person (including a Person Affiliated with any Director) as an Advisor and may grant or delegate such authority to the Advisor as the Board may, in its sole discretion, deem necessary or desirable.  The term of retention of any Advisor shall not exceed one year, although there is no limit to the number of times that a particular Advisor may be retained.  The Advisor or its Affiliates have made an initial investment of $200,000 in the Corporation.  The Advisor or any such Affiliate may not sell this initial investment while the Advisor remains an Advisor, but may transfer the initial investment to other Affiliates.

Section 7.2Supervision of Advisor.  The Board shall evaluate the performance of the Advisor before entering into or renewing an Advisory Agreement, and the criteria used in such evaluation shall be reflected in the minutes of the meetings of the Board.  The Board may exercise broad discretion in allowing the Advisor to administer and regulate the operations of the Corporation, to act as agent for the Corporation, to execute documents on behalf of the Corporation and to make executive decisions that conform to general policies and principles established by the Board.  The Board shall monitor the Advisor to assure that the administrative procedures, operations and programs of the Corporation are in the best interests of the Shareholders and are fulfilled.  The Independent Directors are responsible for reviewing the fees and expenses of the Corporation at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of the investment performance of the Corporation, its Net Assets, its Net Income and the fees and expenses of other comparable unaffiliated REITs.  Each such determination shall be reflected in the minutes of the meetings of the Board.  In addition, from time to time, but not less often than annually, a majority of the Independent Directors and a majority of Directors not otherwise interested in the transaction must approve each transaction with the Advisor or its Affiliates.  The Independent Directors also will be responsible for reviewing, from time to time and at least annually, the performance of the Advisor and determining that compensation to be paid to the Advisor is reasonable in relation to the nature and quality of services performed and the investment performance of the Corporation and that the provisions of the Advisory Agreement are being carried out.  Specifically, the Independent Directors will consider factors such as (i) the amount of the fee paid to the Advisor in relation to the size, composition and performance of the Assets, (ii) the success of the Advisor in generating opportunities that meet the investment objectives of the Corporation, (iii) rates charged to other REITs and to investors other than REITs by advisors performing the same or similar services, (iv) additional revenues realized by the Advisor and its Affiliates through their relationship with the Corporation, including loan administration, underwriting or broker commissions, servicing, engineering, inspection and other fees, whether paid by the Corporation or by others with whom the Corporation does business, (v) the quality and extent of service and advice furnished by the Advisor, (vi) the performance of the Assets, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations, and (vii) the quality of the Assets relative to the investments generated by the Advisor for its own account.  The Independent Directors may also consider all other factors that they deem relevant, and the findings of the Independent Directors on each of the factors considered shall be recorded in the minutes of the Board.  The Board shall determine whether any successor Advisor possesses sufficient qualifications to perform the advisory function for the Corporation and whether the compensation provided for in its contract with the Corporation is justified.

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Section 7.3Fiduciary Obligations.  The Advisor shall have a fiduciary responsibility and duty to the Corporation and to the Shareholders.

Section 7.4Affiliation and Functions.  The Board, by resolution or in the Bylaws, may provide guidelines, provisions or requirements concerning the affiliation and functions of the Advisor.

Section 7.5Termination.  Either a majority of the Independent Directors or the Advisor may terminate the Advisory Agreement on 60 days’ written notice without cause or penalty, and, in such event, the Advisor will cooperate with the Corporation and the Board in making an orderly transition of the advisory function.

Section 7.6Disposition Fee on Sale of Property.  The Corporation may pay the Advisor, or its Affiliate, a real estate disposition fee upon Sale of one or more Properties, in an amount up to one-half of the brokerage commission paid, but in no event greater than two percent of the sales price of such Property or Properties.  Payment of such fee may be made only if the Advisor provides a substantial amount of services in connection with the Sale of a Property or Properties, as determined by a majority of the Independent Directors.  In addition, the amount paid, when added to all real estate commissions or other fees paid to the Advisor, its Affiliates or unaffiliated parties in connection with such Sale, shall not exceed an amount equal to the lesser of the Competitive Real Estate Commission or an amount equal to six percent of the contract sales price of such Property or Properties.

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Section 7.7Incentive Fees.  Unless otherwise provided in any resolution adopted by the Board of Directors, the Corporation may pay the Advisor an interest in the gain from the Sale of Assets, for which full consideration is not paid in cash or property of equivalent value, provided the amount or percentage of such interest is reasonable.  Such an interest in gain from the Sale of Assets shall be considered presumptively reasonable if it does not exceed ten percent (10%) of the balance of such net proceeds remaining after payment to Shareholders, in the aggregate, of an amount equal to 100% of the Invested Capital, plus an amount equal to  seven percent ( 7 %) of the Invested Capital per annum cumulative, non-compounded.  In the case of multiple Advisors, such Advisor and any of their Affiliates shall be allowed such fees provided such fees are distributed by a proportional method reasonably designed to reflect the value added to the Assets by each respective Advisor or any Affiliate.

Section 7.8Organization and Offering Expenses Limitation.  Unless otherwise provided in any resolution adopted by the Board of Directors, the Corporation shall reimburse the Advisor and its Affiliates for Organization and Offering Expenses incurred by the Advisor or its Affiliates; provided, however, that the total amount of all Organization and Offering Expenses shall be reasonable and shall in no event exceed 15% of the Gross Proceeds raised in each Offering.

Section 7.9Acquisition Fees.  The Corporation shall not pay the Advisor and its Affiliates any Acquisition Fee for the review and evaluation of potential investments in Properties, but may reimburse the Advisor for Acquisition Expenses that the Advisor or its Affiliates incur; provided, however, that the total of all Acquisition Fees and Acquisition Expenses shall be reasonable, and shall not exceed an amount equal to six percent (6%) of the Contract Purchase Price, or, in the case of a mortgage loan, six percent of the funds advanced; provided, however, that a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in the transaction may approve fees and expenses in excess of this limit if they determine the transaction to be commercially competitive, fair and reasonable to the Corporation.

Section 7.10Reimbursement for Total Operating Expenses.  Unless otherwise provided in any resolution adopted by the Board of Directors, the Corporation may reimburse the Advisor, at the end of each fiscal quarter, for Total Operating Expenses incurred by the Advisor; provided, however that the Corporation shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses that, in the four consecutive fiscal quarters then ended, exceed the greater of two percent of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year.  The Independent Directors shall have the   fiduciary responsibility of limiting Total Operating Expenses to amounts that do not exceed the 2%/25% Guidelines unless they have made a finding that, based on such unusual and non-recurring factors that they deem sufficient, a higher level of expenses (an “Excess Amount”) is justified.  Within 60 days after the end of any fiscal quarter of the Corporation for which there is an Excess Amount which the Independent Directors conclude was justified and reimbursable to the Advisor, there shall be sent to the Shareholders a written disclosure of such fact, together with an explanation of the factors the Independent Directors considered in determining that such Excess Amount was justified.  Any such finding and the reasons in support thereof shall be reflected in the minutes of the meetings of the Board.  In the event that the Independent Directors do not determine that excess expenses are justified, the Advisor shall reimburse the Corporation the amount by which the expenses exceeded the 2%/25% Guidelines.

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8.Investment Objectives and Limitations.

Section 8.1Investment Objectives.  The Board of Directors shall establish written policies on investments and borrowing and shall monitor the administrative procedures, investment operations and performance of the Corporation and the Advisor to assure that such policies are carried out.

Section 8.2Review of Objectives.  The Independent Directors shall review the investment policies of the Corporation with sufficient frequency (not less often than annually) to determine that the policies being followed by the Corporation are in the best interests of its Shareholders.  Each such determination and the basis therefor shall be set forth in the minutes of the meetings of the Board.

Section 8.3Certain Permitted Investments.  Until such time as the Common Shares are Listed, the following investment limitations shall apply.

(a)Subject to the limitations in Section 8.4, the Corporation may invest in Assets, as defined in Article 3 hereof.

(b)The Corporation may invest in Joint Ventures with the Sponsor, Advisor, one or more Directors or any Affiliate, only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction, approve such investment as being fair and reasonable to the Corporation and on substantially the same terms and conditions as those received by the other joint venturers.

(c)Subject to any limitations in Section 8.4, the Corporation may invest in equity securities only if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction approve such investment as being fair, competitive and commercially reasonable.

Section 8.4Investment Limitations.  Until such time as the Common Shares are Listed, the following investment limitations shall apply.  In addition to other investment restrictions imposed by the Board from time to time, consistent with the Corporation’s objective of qualifying as a REIT, the following shall apply to the Corporation’s investments:

(a)Not more than ten percent of the Corporation’s total assets shall be invested in Unimproved Real Property or mortgage loans on Unimproved Real Property.

(b)The Corporation shall not invest in commodities or commodity future contracts.

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(c)Except as set forth in Subsection 10.4(d) and except for seller financing in connection with the disposition of Real Properties, the Corporation shall not make or invest in any mortgage loan (including any indebtedness secured by a mortgage on real property that is subordinate to the lien or other indebtedness of the Advisor, any Director, the Sponsor or any Affiliate of the Corporation).  In all cases of an investment in a mortgage loan, the Corporation shall obtain an appraisal of the underlying real property, shall obtain a mortgagee’s or owner’s title insurance policy as to the mortgage priority of condition of title, and may not make the mortgage loan if the aggregate amount of all loans secured by the real property underlying such mortgage loan exceed 85% of the appraised value of the real property.  In such other cases in which a majority of Independent Directors so determine, and in all cases in which the transaction is with the Advisor, Sponsor, Directors, or any Affiliates thereof, an appraisal of the underlying property must be obtained from an Independent Appraiser. Such appraisal shall be maintained in the Corporation’s records for at least five years and shall be available for inspection and duplication by any Shareholder.

(d)The Corporation shall not make or invest in construction loans unless the Corporation contemporaneously has a contract with a buyer containing a binding commitment of the buyer to acquire the Property upon completion of construction.

(e)The Corporation shall not invest in contracts for deed, sometimes referred to as land sale contracts or contracts for sale, regardless of form.

(f)The Corporation shall not borrow funds or otherwise incur Leverage or indebtedness to acquire properties, except short-term borrowings incurred during an Offering and that will be repaid from subscription proceeds from such Offering.

(g)The Corporation shall not borrow or incur Leverage for operating purposes or any other purpose to the extent such borrowings or Leverage would exceed ten percent (10%) of Net Assets, unless any borrowings in excess of such level are approved by a majority of the Independent Directors.  Any such excess borrowing shall be disclosed to Shareholders in the next quarterly report of the Corporation following such borrowing, along with justification for such excess.

(h)The Corporation shall not issue (i) equity securities redeemable solely at the option of the holder (except that Shareholders may offer their Common Shares to the Corporation pursuant to any repurchase plan adopted by the Board on terms outlined in the Prospectus relating to any Offering, as such plan is thereafter amended in accordance with its terms); (ii) debt securities unless the historical debt service coverage (in the most recently completed fiscal year) as adjusted for known changes is sufficient to properly service that higher level of debt; (iii) equity securities on a deferred payment basis or under similar arrangements; or (iv) options or warrants to the Advisor, Directors, Sponsor or any Affiliate thereof except on the same terms as such options or warrants are sold to the general public.  Options or warrants may be issued to persons other than the Advisor, Directors, Sponsor or any Affiliate thereof, but only if (x) to all holders of Common Shares ratably, (y) as part of a financing arrangement ,  at exercise prices less than the fair market value of the underlying securities on the date of grant and not for consideration (which may include services) that in the judgment of the Independent Directors has a market value less than the value of such option or warrant on the date of grant.  Options or warrants issuable to the Advisor, Directors, Sponsor or any Affiliate thereof shall not exceed ten percent of the outstanding Shares on the date of grant.

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(i)The Corporation shall not invest in equity securities (including any preferred equity securities) that are not traded on a national securities exchange or included for quotation on an inter-dealer quotation system unless a majority of the Directors, including a majority of the Independent Directors that are not otherwise interested in the transaction, approve the transaction as being fair, competitive and commercially reasonable.

(j)The Corporation shall not invest in real estate securities of any kind, including, without limitation, any collateralized mortgage obligations, unless required on a short term basis to remain qualified as a REIT;

(k)The Corporation will continually review its investment activity to attempt to ensure that it is not classified as an “investment company” under the Investment Company Act of 1940, as amended.

(l)The Corporation will not make any investment that the Corporation believes will be inconsistent with its objectives of qualifying and remaining qualified as a REIT unless and until the Board determines, in its sole discretion, that REIT qualification is not in the best interests of the Corporation.

(m)The Corporation shall not acquire securities in any entity holding investments or engaging in activities prohibited by the foregoing limitations.

9.Conflicts of Interest.

Section 9.1Sales and Leases to the Corporation.  The Corporation may purchase or lease a Property from the Sponsor, the Advisor, a Director, or any Affiliate thereof only upon a finding by a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction that such transaction is fair and reasonable to the Corporation and at a price to the Corporation no greater than the cost of the Property to such Sponsor, Advisor, Director or Affiliate (including acquisition related expenses), or, if the price to the Corporation is in excess of such cost, that substantial justification for such excess exists and such excess is reasonable.  In no event shall the purchase price paid by the Corporation for of any such Property exceed the Property’s current appraised value.

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Section 9.2Sales and Leases to the Sponsor, Advisor, Directors or Affiliates.  An Advisor, Sponsor, Director or Affiliate thereof may purchase or lease Properties from the Corporation if a majority of Directors (including a majority of Independent Directors) not otherwise interested in the transaction determine that the transaction is fair and reasonable to the Corporation.

Section 9.3Other Transactions.

(a)The Corporation shall not engage in any other transaction with the Sponsor, the Advisor, a Director or any Affiliates thereof unless a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction approve such transaction as fair and reasonable to the Corporation and on terms and conditions not less favorable to the Corporation than those available from unaffiliated third parties.

(b)The Corporation shall not make loans to the Sponsor, Advisor, Directors or any Affiliates.  The Sponsor, Advisor, Directors and any Affiliates thereof shall not make loans to the Corporation, or to joint ventures in which the Corporation is a co-venturer, unless approved by a majority of the Directors (including a majority of the Independent Directors) not otherwise interested in such transaction as fair, competitive, and commercially reasonable, and no less favorable to the Corporation than comparable loans between unaffiliated parties.

Section 9.4Conflict Resolution Procedures.  In the event that an investment opportunity becomes available that is suitable for both the Corporation and a public or private entity with which the Advisor or its Affiliates are affiliated, for which both entities have sufficient uninvested funds, then the entity that has had the longest period of time elapse since it has had funds available for investment will first be offered the investment opportunity.  In determining whether or not an investment opportunity is suitable for more than one entity, the Board and the Advisor will examine such factors, among others, as the cash requirements of each entity, the effect of the acquisition both on diversification of each entity’s investments by type of property and geographic area and on diversification of the tenants of its properties, the policy of each entity relating to leverage of properties, the anticipated cash flow of each entity, the income tax effects of the purchase to each entity, the size of the investment and the amount of funds available to each program and the length of time such funds have been available for investment.  If a subsequent development, such as a delay in the closing of the acquisition of such investment or a delay in the construction of a property, causes any such investment, in the opinion of the Board and the Advisor, to be more appropriate for an entity other than the entity that committed to make the investment, the Advisor may determine that the other entity affiliated with the Advisor or its Affiliates will make the investment.  It shall be the duty of the Board, including the Independent Directors, to ensure that the method used by the Advisor for the allocation of the acquisition of investments by two or more affiliated programs seeking to acquire similar types of Assets is applied fairly to the Corporation.

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10.Shareholders.

Section 10.1Meetings.  There shall be an annual meeting of the Shareholders, to be held at such time and place as shall be determined by or in the manner prescribed in the Bylaws, at which the Directors shall be elected and any other proper business may be conducted.  The annual meeting will be held upon reasonable notice and on a date that is a reasonable period of time following the distribution of the Corporation’s annual report to Shareholders, but not less than thirty days after delivery of such report.  The holders of a majority of Common Shares entitled to vote who are present in person or by proxy at an annual meeting at which a quorum is present, shall, without the necessity for concurrence by the Board, vote to elect the Directors.  A quorum shall be the presence in person or by proxy of Shareholders entitled to cast at least 50% of all the votes entitled to be cast at such meeting on any matter.  Special meetings of Shareholders may be called in the manner provided in the Bylaws, including by the president or by a majority of the Directors or a majority of the Independent Directors, and shall be called by the secretary of the Corporation upon the written request of Shareholders entitled to cast not less than ten percent (10%) of all the votes entitled to be cast at any such special meeting.  Notice of any special meeting of Shareholders shall be given as provided in the Bylaws, and the special meeting shall be held not less than 15 days nor more than 60 days after the delivery of such notice.  If the meeting is called by written request of Shareholders as described in this Section 10.1, the special meeting shall be held at the time and place specified in the Shareholder request; provided, however, that if none is so specified, at such time and place convenient to the Shareholders.  If there are no Directors, the officers of the Corporation shall promptly call a special meeting of the Shareholders entitled to vote for the election of successor Directors.  Any meeting may be adjourned and reconvened as the Board may determine or as otherwise provided in the Bylaws.  The Directors, including the Independent Directors, shall take reasonable steps to insure that all requirements within this Section 10.1 are met.

Section 10.2Voting Rights of Shareholders.  Subject the mandatory provisions of the MBCA and any other applicable laws or regulations, the Shareholders shall be entitled to vote only on the following matters:  (a) election or removal of Directors, without the necessity for concurrence by the Board, as provided in Sections 10.1, 6.4 and 6.10 hereof; (b) amendment of these Articles of Incorporation, without the necessity for concurrence by the Board; (c) dissolution of the Corporation, without the necessity for concurrence by the Board; (d) merger or consolidation of the Corporation, a Share Exchange involving the Corporation, or the sale or other disposition of all or substantially all of the Corporation’s assets; (e) amendments to the bylaws of the Corporation to the extent the same adopts, amends or repeals a bylaw fixing a quorum for meetings of shareholders, prescribing procedures for removing directors or filling vacancies in the board, or fixing the number of directors or their classification, qualifications or terms in office, and (f) such other matters with respect to which the Board of Directors has adopted a resolution declaring that a proposed action is advisable and directing that the matter be submitted to the Shareholders for approval or ratification.  Without the approval of a majority of the Common Shares entitled to vote on the matter, the Board of Directors may not (i) amend these Articles of Incorporation, except to correct errors herein in a manner that does not adversely affect Shareholders; (ii) liquidate or dissolve the Corporation other than before the initial investment in Property; (iii) sell all or substantially all of the Corporation’s assets other than in the ordinary course of the Corporation’s business or as otherwise permitted by law; (iv) cause the merger of the Corporation or affect a Share Exchange; or (v) amend the bylaws in a manner contrary to subsection (e) above, except as permitted by law.

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Section 10.3Voting Limitations on Common Shares Held by the Advisor, Directors and Affiliates.  With respect to Common Shares owned by the Advisor, any Director, or any of their Affiliates, neither the Advisor, nor such Director(s), nor any of their Affiliates may vote or consent on matters submitted to the Shareholders regarding the removal of the Advisor, such Director(s) or any of their Affiliates or any transaction between the Corporation and any of them.  In determining the requisite percentage in interest of Shares necessary to approve a matter on which the Advisor, such Director(s) and any of their Affiliates may not vote or consent, any Shares owned by any of them shall not be included.

Section 10.4Right of Inspection.  Any Shareholder and any designated representative thereof shall be permitted access to the records of the Corporation to which it is entitled under applicable law at all reasonable times, and may inspect and copy any of them for a reasonable charge.  Inspection of the Corporation’s books and records by the office or agency administering the securities laws of a jurisdiction shall be provided upon reasonable notice and during normal business hours.

Section 10.5Access to Shareholder List.  An alphabetical list of the names, addresses and telephone numbers of the Shareholders, along with the number of Common Shares held by each of them (the “Shareholder List”), shall be maintained as part of the books and records of the Corporation and shall be available for inspection by any Shareholder or the Shareholder’s designated agent at the home office of the Corporation upon the request of the Shareholder.  The Shareholder List shall be updated at least quarterly to reflect changes in the information contained therein.  A copy of such list shall be mailed to any Shareholder so requesting within ten days of receipt by the Corporation of the request.  The copy of the Shareholder List shall be printed in alphabetical order, on white paper, and in a readily readable type size (in no event smaller than ten-point type).  The Corporation may impose a reasonable charge for expenses incurred in reproduction pursuant to the Shareholder request.  A Shareholder may request a copy of the Shareholder List in connection with matters relating to Shareholders’ voting rights, and the exercise of Shareholder rights under federal proxy laws.

If the Advisor or the Board neglects or refuses to exhibit, produce or mail a copy of the Shareholder List as requested, the Advisor and/or the Board, as the case may be, shall be liable to any Shareholder requesting the list for the costs, including reasonable attorneys’ fees, incurred by that Shareholder for compelling the production of the Shareholder List, and for actual damages suffered by any Shareholder by reason of such refusal or neglect.  It shall be a defense that the actual purpose and reason for the requests for inspection or for a copy of the Shareholder List is to secure such list of Shareholders or other information for the purpose of selling such list or copies thereof, or of using the same for a commercial purpose other than in the interest of the applicant as a Shareholder relative to the affairs of the Corporation.  The Corporation may require the Shareholder requesting the Shareholder List to represent that the list is not requested for a commercial purpose unrelated to the Shareholder’s interest in the Corporation.  The remedies provided hereunder to Shareholders requesting copies of the Shareholder List are in addition, to and shall not in any way limit, other remedies available to Shareholders under federal law, or the laws of any state.

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Section 10.6Reports.  The Directors, including the Independent Directors, shall take reasonable steps to insure that the Corporation shall cause to be prepared and mailed or delivered to each Shareholder as of a record date after the end of the fiscal year and each holder of other publicly held securities within 120 days after the end of the fiscal year to which it relates an annual report for each fiscal year ending after the Escrow Release Date that shall include:  (i) financial statements prepared in accordance with generally accepted accounting principles which are audited and reported on by independent certified public accountants; (ii) the ratio of the costs of raising capital during the period to the capital raised; (iii) the aggregate amount of advisory fees and the aggregate amount of other fees paid to the Advisor and any Affiliate of the Advisor by the Corporation and including fees or charges paid to the Advisor and any Affiliate of the Advisor by third parties doing business with the Corporation; (iv) the Total Operating Expenses of the Corporation, stated as a percentage of Average Invested Assets and as a percentage of its Net Income; (v) a report from the Independent Directors that the policies being followed by the Corporation are in the best interests of its Shareholders and the basis for such determination; and (vi) separately stated, full disclosure of all material terms, factors and circumstances surrounding any and all transactions involving the Corporation, Directors, Advisors, Sponsors and any Affiliate thereof occurring in the year for which the annual report is made, and the Independent Directors shall be specifically charged with a duty to examine and comment in the report on the fairness of such transactions.

Section 10.7Limitation of Shareholder Liability.  The Common Shares, when issued and fully-paid, shall be non-assessable by the Corporation.  No Shareholder shall be liable for any debt, claim, demand, judgment or obligation of any kind of, against or with respect to the Corporation by reason of his being a Shareholder, nor shall any Shareholder be subject to any personal liability whatsoever, in tort, contract or otherwise, to any Person in connection with the Corporation’s assets or the affairs of the Corporation by reason of his being a Shareholder.

11.Roll-Up Transactions.

In connection with any proposed Roll-Up Transaction, an appraisal of all of the Corporation’s assets shall be obtained from a competent Independent Appraiser.  The Corporation’s assets shall be appraised on a consistent basis, and the appraisal shall be based on the evaluation of all relevant information and shall indicate the value of the assets as of a date immediately prior to the announcement of the proposed Roll-Up Transaction.  The appraisal shall assume an orderly liquidation of the assets over a twelve-month period.  The terms of the engagement of the Independent Appraiser shall clearly state that the engagement is for the benefit of the Corporation and the Shareholders.  A summary of the appraisal, indicating all material assumptions underlying the appraisal, shall be included in a report to Shareholders in connection with a proposed Roll-Up Transaction.  In connection with a proposed Roll-Up Transaction, the person sponsoring the Roll-Up Transaction shall offer to Shareholders who vote against the proposed Roll-Up Transaction the choice of:

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(a)accepting the securities of a Roll-Up Entity offered in the proposed Roll-Up Transaction; or

(b)one of the following:

(i)remaining as Shareholders and preserving their interests therein on the same terms and conditions as existed previously; or

(ii)receiving cash in an amount equal to the Shareholder’s pro rata share of the appraised value of the net assets of the Corporation.

The Corporation is prohibited from participating in any proposed Roll-Up Transaction:

(c)that would result in the Shareholders having voting rights in a Roll-Up Entity that are less than the rights provided for in Sections 10.1 and 10.2 hereof;

(d)that includes provisions that would operate as a material impediment to, or frustration of, the accumulation of Shares by any purchaser of the securities of the Roll-Up Entity (except to the minimum extent necessary to preserve the tax status of the Roll-Up Entity), or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-Up Entity on the basis of the number of Shares held by that investor;

(e)in which an investor’s rights to access of records of the Roll-Up Entity will be less than those described in Sections 10.4 and 10.5 hereof; or

(f)in which any of the costs of the Roll-Up Transaction would be borne by the Corporation if the Roll-Up Transaction is rejected by the Shareholders.

12.Duration.  In the event that Listing does not occur on or before the tenth anniversary of the Termination of the Initial Public Offering, then the Board of Directors must either (a) adopt a resolution that sets forth a proposed amendment to these Articles of Incorporation extending or eliminating this deadline (the “Extension Amendment”), declare that the Extension Amendment is advisable and direct that the proposed Extension Amendment be submitted for consideration at either an annual or special meeting of the Shareholders, or (b) adopt a resolution that declares that a proposed liquidation and dissolution is advisable on substantially the terms and conditions set forth in, or referred to, in the resolution (the “Plan of Liquidation”), and direct that the proposed Plan of Liquidation be submitted for consideration at either an annual or special meeting of the Shareholders.  If the Board of Directors seeks the Extension Amendment as described above and the Shareholders do not approve such amendment, then the Board of Directors shall seek the Plan of Liquidation as described above.  If the Shareholders do not then approve the Plan of Liquidation, the Corporation shall continue its business.  If the Board of Directors seeks the Plan of Liquidation as described above and the Shareholders do not approve such resolution, then the Board of Directors shall seek the Extension Amendment as described above.  If the Shareholders do not then approve the Extension Amendment, the Corporation shall continue its business.  In the event that Listing occurs on or before the tenth anniversary of the Termination of the Initial Public Offering, the Corporation shall continue perpetually unless dissolved pursuant to any applicable provision of the MBCA.

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13.  Control Share Acquisitions.  Minnesota Statutes Section 302A.449, sub. 7, and 302A.671 (all as may be amended from time to time) concerning Control Share Acquisitions shall not apply to acquisitions of Common Shares of this Corporation by the Advisor or its affiliates.

14.  Business Combinations.  Minnesota Statutes Section 302A.673 (all as may be amended from time to time) concerning business combinations of issuing public corporations shall not apply to any business combination between this Corporation and the Advisor or any of its affiliates.

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