Related Party Transaction Procedures
AMLI Residential has adopted procedures (the "Related Party Transaction
Procedures") designed to monitor and ensure the prior approval of material
transactions involving AMLI Residential Partners, LLC ("AMLI") and
its subsidiaries, including AMLI Management Company and AMLI Development
Company, LLC, on the one hand, and individuals or business entities deemed to
be related parties, on the other.
The elements of the Related Party Transaction Procedures are set forth below:
- Any Material Transaction (as
defined) entered into between AMLI, AMLI Residential Properties, L.P., or
any of their subsidiaries (collectively, the "Company") and any
Related Party (as defined) shall be valid for all purposes if such
Material Transaction is assessed to be fair to the Company and approved in
advance by a majority of the members of its Management Committee (as
defined). A Related Party must obtain pre-approval from the Management
Committee for any Material Transaction.
- Material amendments and/or
modifications to any Material Transaction with a Related Party are also
subject to the prior approval of the Management Committee.
- For purposes of these Related
Party Transaction Procedures, A "Related Party" is a
person or entity that is an "affiliate" of the Company or any
entity in which any affiliate of the Company has a 5% or greater equity
interest. An "affiliate" of the Company is any director or any
officer of the Company or any person or entity controlled by, controlling,
or under common control with any director or officer of the Company, and
any member of the immediate family of any such persons. The "Management
Committee" is the governing body of AMLI Residential
Partners, LLC. A "Material Transaction" shall
be any arrangement, contract or transaction involving payments by or from
the Company equal to or greater than $60,000 during any twelve-month
period and equal to or greater than $250,000 over the term of such
arrangement, contract or transaction.
- In all Material Transactions
involving Related Parties, the Company should seek bids, quotes or
independent valuations from unaffiliated third parties sufficient to
enable the Management Committee and management to assess the fairness of
the transaction to the Company.
- Ms. Charlotte Sparrow has been
designated as the officer of the Company responsible for soliciting from
the members of the Management Committee and executive officers and
officers of the Company, no less frequently than annually, information
concerning potential or pending Related Party Material Transactions.
- The Chief Executive Officer of
the Company will have overall responsibility for the Company's
implementation of and compliance with these Related Party Transaction
Procedures and compliance with any disclosure requirements of the federal
and state securities laws with respect to related party transactions.
These AMLI Related
Party Transaction Procedures are not designed to be or intended as a
restatement of officers' general duty of loyalty to the Company under Delaware
law or their obligation to comply with the Company's Code of Business Conduct
* * * *
Members of the
Management Committee have an
obligation to disclose to the AMLI Management Committee or the Board of any
subsidiary of AMLI any interest they may have in any matter or transaction
coming before the Management Committee or any such Board or in any matter or
transaction in which the Company may have an interest, and they must refrain
from voting on any such matter.