DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

(e) advises and assists with borrowings, issuances of securities and other capital
requirements, including assistance in dealings with banks and other lenders, investment
dealers, institutions and investors;
(f) makes recommendations with respect to the payment of distributions;
(g) provides advice in connection with the preparation of business plans and annual budgets,
implements such plans and budgets and monitors the financial performance of the Client;
(h) advises the Client with respect to investor relations strategies and activities;
(i) advises with respect to regulatory compliance requirements, risk management policies
and certain litigation matters; and
(j) provides any additional services as may from time to time be agreed to in writing by the
Client and the Asset Manager for which the Asset Manager will be compensated on terms
to be agreed upon between the Asset Manager and the Client prior to the provision of
such services.
DRC is entitled to the following fees for its asset management services:
(a) a base annual management fee (which we refer to as an asset management fee) calculated
and payable on a monthly basis in arrears on the first day of each month equal to 0.35%
of the historical purchase price of our properties. As between all of the Client entities,
each of the Client entities shall be obligated to pay such portion of the asset management
fee that corresponds to the portion of the services provided by the Asset Manager to such
Client entity;
(b) an incentive fee payable by the REIT for each fiscal year equal to 15% of the REIT’s
AFFO per Unit in excess of $0.93 per Unit (which is the hurdle amount for this purpose),
increasing annually by 50% of the increase in the weighted average consumer price index
(or other similar metric as determined by the Trustees) of the jurisdictions in which our
properties are located;
(c) a capital expenditures fee equal to 5% of all hard construction costs incurred on each
capital project with costs in excess of $1 million excluding work done on behalf of
tenants or any maintenance capital expenditures;
(d) an acquisition fee equal to: (i) 1.0% of the purchase price paid by the REIT or one or
more Subsidiaries of the REIT for the purchase of a property, on the first $100 million of
properties acquired in each fiscal year; (ii) 0.75% of the purchase price paid by the REIT
or one or more Subsidiaries of the REIT for the purchase of a property, on the next $100
million of properties acquired in each fiscal year, and (iii) 0.50% of the purchase price
paid by the REIT or one or more Subsidiaries of the REIT for the purchase of a property,
on properties in excess of $200 million acquired in each fiscal year; and
(e) a financing fee equal to 0.25% of the debt and equity of all financing transactions
completed for the Client.
In addition, we will reimburse DRC for all reasonable and necessary actual out-of-pocket costs and
expenses incurred by DRC in connection with the performance of the services described in the Asset
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