Edgar Filing: American Realty Capital Trust, Inc.

Unassociated Document

As filed with the Securities and Exchange Commission on September 11, 2009

Registration No. 333-145949

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 2 TO

POST-EFFECTIVE AMENDMENT NO. 5 TO

FORM S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

AMERICAN REALTY CAPITAL TRUST, INC.

(Exact Name of Registrant as Specified in Its Governing Instruments)

106 York Road

Jenkintown, Pennsylvania 19046

(215) 887-2189

(Address, Including Zip Code and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Nicholas S. Schorsch

AMERICAN REALTY CAPITAL TRUST, INC.

106 York Road

Jenkintown, Pennsylvania 19046

(215) 887-2189

(Name and Address, Including Zip Code and Telephone Number, Including Area Code, of Agent for Service)

With a Copy to:

Peter M. Fass, Esq.

Proskauer Rose LLP

1585 Broadway

New York, New York 10036-8299

(212) 969-3000

Approximate Date of Commencement of Proposed Sale to Public: As soon as practicable after the registration statement becomes effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box þ

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check, the following box: o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)


Large accelerated filer	o		Accelerated filer	o
Non-accelerated filer	þ	(Do not check if a smaller reporting company)	Smaller reporting company	o

This Post-Effective Amendment No. 5 consists of the following:

Supplement No. 12, dated August 27, 2009, included herewith, which will be delivered as an unattached document along with the Prospectus.

Registrant’s final form of Prospectus dated March 18, 2008, previously filed pursuant to Rule 424(b)(2) on March 18, 2008 and refiled herewith.

Part II, included herewith.

Signatures, included herewith.

AMERICAN REALTY CAPITAL TRUST, INC.

SUPPLEMENT NO. 12 DATED August 27, 2009

TO THE PROSPECTUS DATED March 18, 2008

This prospectus supplement (this “Supplement No. 12”) is part of the prospectus of American Realty Capital Trust, Inc. (the “REIT”), dated March 18, 2008 (the “Prospectus”), and should be read in conjunction with the Prospectus. This Supplement No. 12 supplements, modifies or supersedes certain information contained in our Prospectus. This Supplement No. 12 consolidates, supersedes and replaces all prior Supplements and must be read in conjunction with our Prospectus. Unless otherwise indicated, the information contained herein is current as of the filing date of the prospectus supplement in which the Company initially disclosed such information. This Supplement No. 12 will be delivered with the Prospectus.

The purpose of this Supplement No. 12 is to consolidate the information contained in all previous supplements to the Prospectus and to update the financial information of the REIT.

TABLE OF CONTENTS

	Supplement No. 12 Page No.	Prospectus Page No.
Status of the Offering	1	N/A
Escrow Break	1	N/A
Shares Currently Outstanding	2	N/A
Selected Financial Data	2	N/A
Suitability Standards	2-3	i
Real Estate Investment Summary	3-4	84-89
Status of Distributions	4-5	9, 130-131
Status of Fees Paid and Deferred	5	6-9, 35-36
Real Estate Investments	5-21	84-89
Volume Discounts	21-23	145-147
Borrowing Policies	23-24	74-75
Annual or More Frequent Valuation Requirement	24	121
Share Repurchase Program	24-26	10,133-134
Other Revisions	26-29	Cover Page, ix, 40, 46, 50-51, 54
Financial Statements	30-83	152-163

Status of the Offering

We commenced our initial public offering of 150,000,000 shares of common stock on January 25, 2008. As of August 13, 2009, we had issued 6,437,921 shares of common stock, including 339,077 shares issued in connection with an acquisition in March 2008. Total gross proceeds from these issuances were $64,393,404. As of August 13, 2009, the aggregate value of all share issuances and subscriptions outstanding was $64,554,757 based on a per share value of $10.00 (or $9.50 per share for shares issued under the DRIP). We will offer these shares until January 25, 2011, unless the offering is extended, provided that the offering will be terminated if all of the shares are sold before then.

Escrow Break

On July 1, 2009 the Company broke escrow on approximately $1.9 million of subscriptions from investors from Massachusetts and Pennsylvania, which were maintained at the Company’s third-party escrow agent, Boston Private Bank & Trust Company, until the Company had sold at least $45 million of shares of common stock.

Shares Currently Outstanding

As of August 13, 2009, there were approximately 119 million shares of our common stock outstanding, excluding shares available under the distribution reinvestment plan.

Selected Financial Data

The selected financial data presented below has been derived from our consolidated financial statements as of June 30, 2009 and December 31, 2008:

Balance Sheet Data:	Six Months Ended June 30, 2009			Year Ended December 31, 2008
Total investment in real estate assets, net	$	158,456,994		$	161,714,182
Cash		3,429,763			886,868
Restricted cash		44,729			47,937
Prepaid expenses and other assets		5,150,018			2,293,464
Total assets		167,081,504			164,942,451
Mortgage notes payable		112,249,667			112,741,810
Short-term bridge funds		3,053,172			30,925,959
Long-term notes payable		13,000,000			1,089,500
Investor contributions held in escrow		30,824			30,824
Total liabilities		141,959,110			163,183,128
Total stockholders’ equity		25,122,394			1,759,323
Total liabilities and stockholders’ equity		167,081,504			164,942,451
Operating Data:
Rental income		5,862,009			5,546,363
Property management fees to affiliate		--			4,230
Operating income		2,204,580			2,105,615
Interest expense		(4,770,129	)		(4,773,593	)
Net loss		(2,011,604	)		(4,282,784	)
Cash Flow Data
Net cash (used in) provided by operating activities		(4,344,227	)		4,012,739
Net cash used in investing activities		(162,619	)		(97,456,132	)
Net cash provided by financing activities		7,049,741			94,330,261

Suitability Standards

The following description of suitability standards replaces the suitability standards described for Michigan, Massachusetts, Ohio, Iowa, Oregon and Pennsylvania on page (i) of the Prospectus.

Massachusetts, Ohio, Iowa, Pennsylvania and Oregon – Investors must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. The maximum investment in the issuer and its affiliates cannot exceed 10% of the Massachusetts, Ohio, Iowa, Pennsylvania or Oregon resident’s net worth.

Michigan - Investors must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. The maximum investment in the issuer cannot exceed 10% of the Michigan resident’s net worth.

Similarly, the description of suitability standards for the above states in the Item 5 of the Subscription Agreement is replaced with the following:

For residents of Massachusetts, Ohio, Iowa, Pennsylvania and Oregon – Investors must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. The investor’s maximum investment in the issuer and its affiliates cannot exceed 10% of the Massachusetts, Ohio, Pennsylvania or Oregon resident’s net worth.

For residents of Michigan – Investors must have either (a) a minimum net worth of at least $250,000 or (b) an annual gross income of at least $70,000 and a net worth of at least $70,000. The investor’s maximum investment in the issuer cannot exceed 10% of the Michigan resident’s net worth.

Real Estate Investments Summary

The following summary of real estate investments as of the date of this Supplement No. 12 information is to supplement the section of our Prospectus captioned “Real Property Investments” on pages 84-89 of the Prospectus.

The REIT acquired a FedEx Cross-Dock facility in Snowshoe, Pennsylvania (the “FedEx Property”) as its initial investment on March 5, 2008; 15 Harleysville National Bank and Trust Company (“Harleysville National Bank”) bank branch properties in various Pennsylvania locations (the “Harleysville Properties”) on March 12, 2008; 18 Rockland Trust Company (the “Rockland Properties”) bank branch properties in various Massachusetts locations on May 2, 2008: 2 National City Bank branches in Florida (the “National City Properties”) from affiliated parties on September 16, 2008 and October 23, 2008; 6 Rite Aid properties in various locations in Pennsylvania and Ohio (the “Rite Aid Properties”) from affiliated parties on September 29, 2008; 50 PNC Bank, National Association bank branches in various locations in Pennsylvania, New Jersey and Ohio (the “PNC Properties”) on November 25, 2008; a Fed Ex Freight Facility (the “Fed Ex Freight Facility”) located in Houston, TX on July 8, 2009; and a Walgreens location (the “Walgreens Property”) located in Sealy, TX. The amount of the Year 1 yield based upon the contract purchase price of the acquired and to-be acquired properties as compared to the Year 1 total rent is approximately 7.99%, which excludes contractual rent increases occurring in future years.

			Outstanding										Base Rent
	Purchase		Mortgage		Interest		Portfolio-Level		Rent				Increase
	Price (1)		Debt		Rate (2)		Leverage		Year 1		Year 2		(Year 2) (3)

Federal Express Distribution Center (PA)		10,207,674		6,965,000		6.29%				702,828		702,828
Harleysville National Bank Portfolio		41,675,721		31,000,000		6.59%				3,003,838		3,063,912
Rockland Trust Company Portfolio		33,117,419		23,880,175		4.92%				2,305,816		2,340,403
PNC Bank (formerly National City Bank)		6,853,419		4,447,953		4.89%				466,465		466,465
Rite Aid Portfolio		18,839,392		12,808,265		6.97%				1,404,226		1,404,226
PNC Bank Portfolio		44,813,074		33,148,274		5.25%				2,960,000		2,960,000
Fed Ex Freight Facility (TX) (5)		31,610,450		-						2,580,315		2,580,315
Walgreens Location		3,817,733		1,550,000		6.55%				310,000		310,000

Total Portfolio		190,934,882		113,799,667				59.6%		13,733,488		13,828,149		0.69%




Investment Grade Tenants (based on Rent - S&P BBB- or better)						90.0%

Average Remaining Lease Term (years) (4)						12.8%

(1) - Purchase Price includes capitalized closing costs and acquisition fees paid to American Realty Capital Advisors, LLC, as applicable.

(2) - Interest rate includes the effect of in-place hedges.

(3) - Increase does not take into account lease escalations that commence in future years (sixth or eleventh year of primary lease term).

(4) - Primary lease term only, excluding renewal option periods.

(5) - Company entered into a one-year bridge equity facility for approximately $15.9 million. The facility bears interest at an annual rate equal to 5.75%.

The following is a summary of lease expirations for the next ten years:

Year	Expiring Revenues		Leases Expiring (1)		Square Feet		% of Gross Rev
2009		$ –		–		–		–
2010		–		–		–		–
2011		–		–		–		–
2012		–		–		–		–
2013		–		–		–		–
2014		–		–		–		–
2015		–		–		–		–
2016		242,000		2		21,476		1.67%
2017		179,000		1		12,613		1.24%
2018		$4,910,000		59		384,201		33.85%

(1)	The 62 leases listed above are with the following tenants: Fed Ex, Rockland Trust Company, PNC Bank and Rite Aid.

Status of Distributions

The following information supplements the “Distribution Policy and Distributions” section on pages 9 and 130-131 of the Prospectus.

On February 25, 2008, our Board of Directors declared a distribution for each monthly period commencing 30 days subsequent to acquiring our initial portfolio of real estate investments. We acquired our initial real estate investment on March 5, 2008. Accordingly, our daily dividend commenced accruing on April 5, 2008. The REIT’s initial distribution payment was paid to shareholders on May 21, 2008 representing dividends accrued from April 5, 2008 through April 30, 2008. Subsequently, we modified the payment date to the 2nd day following each month end to stockholders of record at the close of business each day during the applicable period. The distribution is calculated based on stockholders of record each day during the applicable period at a rate of $0.00178082191 per day, and equals a daily amount that, if paid each day for a 365-day period, would equal a 6.5% annualized rate based on the share price of $10.00. For the period from January 1, 2008 through August 27, 2009 distributions paid totaled $1,583,382, inclusive of $587,547 of common shares issued under the dividend reinvestment plan. Based on the terms of leases with FedEx, Harleysville National Bank, Rockland Trust Company, Rite Aid, National City Bank, PNC Bank and Walgreens, management anticipates income from such property leases is sufficient so that distributions on proceeds received through August 27, 2009 from the sale of shares of our common stock will be paid from cash flow from our operating activities. As of August 27, 2009, cash used to pay our distributions was entirely generated from funds received from operating activities and fee waivers from our Advisor. Our distributions have not been paid from any other sources. We have continued to pay distributions to our shareholders each month since our initial dividend payment.

On November 5, 2008, the Board of Directors of American Realty Capital Trust, Inc. (the “Company”) approved an increase in its annual cash distribution from $.65 to $.67, paid monthly. Based on a $10.00 share price, this 20 basis point increase, effective January 2, 2009, will result in an annualized distribution rate of 6.7%.

The following is a chart of monthly distributions declared and paid since the commencement of the offering:

	Total		Cash		DRIP

April, 2008	$	–	$	–	$	–
May, 2008		30,260		22,007		8,253
June, 2008		49,637		35,283		14,354
July, 2008		55,043		34,788		20,255
August, 2008		57,583		36,519		21,064
September, 2008		61,396		39,361		22,035
October, 2008		61,425		41,078		20,347
November, 2008		65,496		43,646		21,850
December, 2008		64,444		42,877		21,567
January, 2009		69,263		46,227		23,036
February, 2009		76,027		50,214		25,813
March, 2009		74,915		49,020		25,895
April, 2009		101,281		64,375		36,906
May, 2009		128,867		78,604		50,263
June, 2009		180,039		106,741		73,298
July, 2009		217,476		127,475		90,001
August, 2009 (through August 27)		290,230		177,620		112,610
	$	1,583,382	$	995,835	$	587,547

The Company, Board of Directors and Advisor share a similar philosophy with respect to paying the dividend. The dividend should principally be derived from cash flows generated from real estate operations. Specifically, funds from operations should equal or exceed distributions in a given period. If needed, the Advisor is generally expected to waive its asset management fee and forego entitled reimbursements to ensure the full coverage of the Company’s distributions. The fees and reimbursement that are waived are not deferrals and accordingly, will not be paid by the Company.

Status of Fees Paid and Deferred

The following information is to be added to the “Estimated Use of Proceeds” section on pages 6-9 and 35-36 of the Prospectus.

Through December 31, 2008, the Company reimbursed the Advisor $0 and $1,507,369 for organizational and offering expenses and acquisition cost, respectively, and incurred:

	·	acquisition fees of $1,507,369 paid to the Advisor
	·	finance coordination fees of $1,131,015 paid to the Advisor
	·	property management fees of $4,230 paid to the Property Manager

From January 1, 2009 through August 13, 2009, the Company reimbursed the Advisor $2,090,817 and $354,281 for organizational and offering expenses and acquisition cost, respectively. Such amounts includes $1,410,714 of offering cost incurred by the affliated Advisor and Dealer Manager that exceeds 1.5% of gross offering proceeds earned as of June 30, 2009. From January 1, 2009 through August 13, 2009, the Company incurred:

	·	acquisition fees of $354,281 paid to the Advisor
	·	finance coordination fees of $174,285 paid to the Advisor
	·	property management fees of $0 paid to the Property Manager

The Company pays the Advisor an annualized asset management fee of 1.0% based on the aggregate contract purchase price of all properties. Through June 30, 2009, the Company paid no such fees to the Advisor and will determine if such fees will be waived in subsequent periods on a quarter-to-quarter basis. Such waived fees for the period ended December 31, 2008 and six months ended June 30, 2009 equal approximately $733,000 and $771,000, respectively. If the Advisor had not agreed to waive the asset management fee, we would not have had sufficient cash to fund our distributions. Had this been the case, additional borrowings would have been incurred to fund our monthly distributions.

Real Estate Investments

The following information is to replace the section of our Prospectus captioned “Real Property Investments” on pages 84-89 of the Prospectus.

FedEx Property1

The REIT acquired a FedEx Cross-Dock facility in Snowshoe, Pennsylvania (the “FedEx Property”) as its initial investment on March 5, 2008. On February 25, 2008, the REIT’s entire Board of Directors (with the two inside directors abstaining because the acquisition of the FedEx Property is an affiliated transaction) approved the acquisition of the FedEx Property, which acquisition closed on March 5, 2008.

The REIT acquired the FedEx Property at sellers’ cost, which does not exceed the fair market value of the FedEx Property as determined by an appraisal of a qualified independent appraiser. The purchase price for the FedEx Property is approximately $10.0 million. The FedEx Property is subject to approximately $7.0 million of existing debt. The REIT funded the balance of the purchase price by issuing 342,502 of shares of common stock to the sellers. Closing costs and fees aggregated approximately $215,000.

Our operating partnership, American Realty Capital Operating Partnership, L.P., entered into a purchase agreement to purchase the FedEx Property subject to customary due diligence and other conditions, as described above. The sellers of the FedEx Property are two unaffiliated parties, who own approximately 70% of indirect interest in the FedEx Property, and our sponsors, Nicholas S. Schorsch and William M. Kahane, who own approximately 30% of indirect interest in the FedEx Property. The FedEx Property is a shipping and distribution facility located at 401 E. Sycamore, Snowshoe, PA. Built in 2004, the FedEx Property has 55,440 square feet of warehouse space. The current sole tenant is FedEx and will remain the sole tenant on a double-net lease basis.

FedEx Property Location		Acquisition Date		Purchase Price (1)(2)		Compensation to Advisor and Affiliates (3)
401 E. Sycamore		3/5/2008		$10,207,674		$170,125

(1)	Sellers are our sponsors, Nicholas S. Schorsch and William M. Kahane, and two unaffiliated parties.

(2)	Purchase price includes all closing costs inclusive of the acquisition fee, which equals 1% of the contract purchase price.

(3)	Amounts include acquisition and finance coordination fees paid to our advisor for acquisition and finance coordination services rendered in connection with the property acquisition.

The property acquisition is subject to a double-net lease, pursuant to which the landlord is responsible for maintaining the property’s roof and structure, and the tenant is required to pay all other expenses associated with the property in addition to base rent.

The table below provides leasing information for the tenant at the property:

FedEx

Property

Location

Number

Tenants

Tenant

Renewal Options

Current

Annual Base

Rent

Base Rent

per Square

Foot

Total Square

Feet Leased

Remaining

Lease Term

401 E. Sycamore

FedEx

Freight

East Inc.

13 year lease

2 five year

extension periods

$702,828

$12.68

55,440

10.75

The following table outlines the loan terms on the existing debt financing assumed in connection with acquisition of the FedEx Property.

FedEx Property Location		1st Mortgage Debt		Type		Rate		Maturity Date
401 E. Sycamore		$6,965,000		Interest only		6.29%		9/1/2037

FedEx Corporation, together with its subsidiaries, provides transportation, e-commerce, and business services. It operates in four segments: FedEx Express, FedEx Ground, FedEx Freight, and FedEx Kinko's. The FedEx Express segment offers various shipping services for the delivery of packages and freight. This segment also provides international trade services specializing in customs brokerage and global cargo distribution; international trade advisory services; and publishes customs duty and tax information, as well as provides Global Trade Data, an information tool that allows customers to track and manage imports. The FedEx Ground segment provides business and residential money-back-guaranteed ground package delivery services. The FedEx Freight segment offers regional next-day and second-day, and interregional less-than-truckload (LTL) freight services, as well as long-haul LTL freight services. The FedEx Kinko's segment provides document services, such as printing, copying, and binding services; and business services, such as high-speed Internet access and computer rental, videoconferencing, signs and graphics production, and direct mail services. This segment also offers retail products, such as specialty papers, greeting cards, printer cartridges, stationery, and office supplies, as well as provides Web-based services. The company also offers supply chain solutions, including critical inventory logistics, transportation management, fulfillment, and fleet services. FedEx Corporation, formerly known as FDX Corporation, was founded in 1971 and is headquartered in Memphis, Tennessee. FedEx Corporation stock is listed on the New York Stock Exchange, and FedEx has a credit rating of BBB.

_______________________

1 Our operating partnership has transferred forty-nine percent (49%) interest in the FedEx Property to American Realty Capital DST, I, a Section 1031 Exchange Program. Please see “Section 1031 Exchange Program” in this Supplement.

Because the FedEx Property is 100% leased to a single tenant on a long-term basis under a net lease, which transfers substantially all of the operating costs to the tenant, we believe that the financial condition and results of operations of the tenant’s guarantor and affiliate, FedEx Corporation, are more relevant to investors than the financial statements of the individual property acquired in order to enable investors to evaluate the lessee’s credit-worthiness. Additionally, because the properties are subject to a net lease, historical property financial statements provide limited information other than rental income, which is disclosed above. Therefore, we have not provided audited financial statements of the properties acquired.

FedEx Corporation currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding FedEx Corporation are taken from the 2008 and 2009 annual reports and Form 10-Q.

	For the Fiscal Year Ended
	5/31/2009			5/31/2008		5/31/2007
Consolidated Statements of Operations (in thousands)
Revenues		$	35,497,000	$	37,953,000	$	35,214,000
Operating Income			747,000		2,075,000		3,276,000
Net Income			98,000		1,125,000		2,016,000

	As of the Fiscal Year Ended
	5/31/2009		5/31/2008		5/31/2007
Consolidated Balance Sheets (in thousands)
Total Assets	$	24,244,000	$	25,633,000	$	24,000,000
Long-term Debt		1,930,000		1,506,000		2,007,000
Stockholders’ Equity		13,626,000		14,526,000		12,656,000

For more detailed financial information regarding FedEx Corporation, please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov.

Harleysville Properties

The REIT acquired 15 Harleysville National Bank and Trust Company (“Harleysville National Bank”) branch properties in various Pennsylvania locations (the “Harleysville Properties”) on March 12, 2008. On February 25, 2008, the REIT’s entire Board of Directors (with the two inside directors abstaining because the acquisition is an affiliated transaction) approved the acquisition of the Harleysville Properties.

The REIT acquired the Harleysville Properties at seller’s cost, which does not exceed the fair market value of the Harleysville Properties as determined by an appraisal of a qualified independent appraiser. The purchase price for the Harleysville Properties is approximately $41.0 million, which is subject to approximately $31.0 million of existing debt. The remainder of the purchase price was paid with proceeds from the offering and revolving equity investments. (4) The seller of the Harleysville Properties is one of the REIT’s sponsors, Nicholas S. Schorsch. The Harleysville Properties are commercial bank branch locations throughout Pennsylvania with an aggregate of 178,000 square feet. The current sole tenant of the properties is Harleysville National Bank and will remain the sole tenant on a triple-net lease basis.

Harleysville Property Location	Acquisition Date		Approximate Purchase Price (1) (2)		Approximate Compensation to Advisor and Affiliates (3)

Harleysville, PA		3/12/2008	$	13,578,000		TOTAL FOR ALL PROPERTIES = $720,000
Lansdale, PA		3/12/2008		1,828,000		(Acquisition Fee + Finance
Lansdale, PA		3/12/2008		1,618,000		Coordination Fee)
Lansford, PA		3/12/2008		2,034,000
Lehighton, PA		3/12/2008		999,000
Limerick, PA		3/12/2008		1,694,000
Palmerton, PA		3/12/2008		3,319,000
Sellersville, PA		3/12/2008		1,162,000
Skippack, PA		3/12/2008		1,527,000
Slatington , PA		3/12/2008		1,194,000
Springhouse, PA		3/12/2008		4,071,000
Summit Hill , PA		3/12/2008		1,784,000
Walnutport, PA		3/12/2008		1,699,000
Wyomissing, PA		3/12/2008		1,552,000
Slatington , PA		3/12/2008		3,617,000
Total			$	41,676,000

(1) Seller is our sponsor, Nicholas S. Schorsch.

(2) Purchase price includes all closing costs inclusive of the acquisition fee, which equals 1% of the contract purchase price.

(3) Amounts include acquisition and finance coordination fees paid to our advisor for acquisition and finance coordination services rendered in connection with property acquisition.

(4) The proceeds from the offering totaled approximately $2,046,000 and the revolving equity investments totaled $3,954,000 and $4,000,000.

Each property acquired is subject to a triple-net lease, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent.

Harleysville Property Location	Tenant	Guarantor	Total Square Feet Leased	% of Total Sq. Ft. Leased
Harleysville, PA	Harleysville National Bank	same	80,275	100%
Lansdale, PA	Harleysville National Bank	same	3,488	100%
Lansdale, PA	Harleysville National Bank	same	3,690	100%
Lansford, PA	Harleysville National Bank	same	7,285	100%
Lehighton, PA	Harleysville National Bank	same	2,868	100%
Limerick, PA	Harleysville National Bank	same	5,000	100%
Palmerton, PA	Harleysville National Bank	same	11,602	100%
Sellersville, PA	Harleysville National Bank	same	3,364	100%
Skippack, PA	Harleysville National Bank	same	4,500	100%
Slatington, PA	Harleysville National Bank	same	7,320	100%
Slatington, PA	Harleysville National Bank	same	19,872	100%
Spring House, PA	Harleysville National Bank	same	12,240	100%
Summit Hill, PA	Harleysville National Bank	same	5,800	100%
Walnutport, PA	Harleysville National Bank	same	5,490	100%
Wyomissing, PA	Harleysville National Bank	same	4,980	100%
Total			177,774

The table below provides leasing information for the tenant at each respective property:

Harleysville Property Location	Number of Tenants	Tenant	Renewal Options	Current Annual Base Rent	Base Rent per Square Foot	Remaining Lease Term
Harleysville, PA	1	Harleysville National Bank	See Footnote (1)	$996,100	$12.41	14.81
Lansdale, PA		Harleysville National Bank		130,200	37.33	14.81
Lansdale, PA		Harleysville National Bank		114,390	31.00	14.81
Lansford, PA		Harleysville National Bank		145,700	20.00	14.81
Lehighton, PA		Harleysville National Bank		68,832	24.00	14.81
Limerick, PA		Harleysville National Bank		120,000	24.00	14.81
Palmerton, PA		Harleysville National Bank		240,895	20.76	14.81
Sellersville, PA		Harleysville National Bank		80,755	24.01	14.81
Skippack, PA		Harleysville National Bank		108,000	24.00	14.81
Slatington, PA		Harleysville National Bank		83,540	11.41	14.81
Slatington, PA		Harleysville National Bank		261,566	13.16	14.81
Spring House, PA		Harleysville National Bank		295,920	24.18	14.81
Summit Hill, PA		Harleysville National Bank		127,600	22.00	14.81
Walnutport, PA		Harleysville National Bank		120,780	22.00	14.81
Wyomissing, PA		Harleysville National Bank		109,560	22.00	14.81
Total/Average				$3,003,838	$16.90	14.81

(1)

The lease agreement for each Harleysville Property contains a number of consecutive renewal options. After the initial contractual period, each lease may be renewed for two additional five-year terms. After both five-year renewal options have been exercised, each lease may be renewed for an additional three-year period, then for six additional five-year periods and finally, one additional two-year period.

The following table outlines the loan terms on the existing debt financing on the Harleysville Properties. The loan has a fixed rate of 6.59% for the first six (6) years of the loan term after which the rate resets to the then current five (5) year Treasury rate plus 2.25% (with a floor of 6.5%), with interest only payments for the first three (3) years of the loan term, principal and interest payments based on a twenty (20) year amortization period for years four (4) through ten (10) of the loan term and a 10-year maturity with a 5 year extension option.

Harleysville Property Location	1st Mortgage Debt		Rate	Maturity Date
Harleysville, PA	$	10,104,229	6.59%	1/1/2018
Lansdale, PA		1,360,147	6.59%	1/1/2018
Lansdale, PA		1,203,780	6.59%	1/1/2018
Lansford, PA		1,513,258	6.59%	1/1/2018
Lehighton, PA		743,135	6.59%	1/1/2018
Limerick, PA		1,260,965	6.59%	1/1/2018
Palmerton, PA		2,469,757	6.59%	1/1/2018
Sellersville, PA		864,361	6.59%	1/1/2018
Skippack, PA		1,136,628	6.59%	1/1/2018
Slatington, PA		888,856	6.59%	1/1/2018
Spring House, PA		3,029,802	6.59%	1/1/2018
Summit Hill, PA		1,327,933	6.59%	1/1/2018
Walnutport, PA		1,264,531	6.59%	1/1/2018
Wyomissing, PA		1,155,084	6.59%	1/1/2018
Slatington, PA		2,677,534	6.59%	1/1/2018
Total	$	31,000,000

Harleysville National Corporation operates as the holding company for Harleysville National Bank and Trust Company, which provides banking and financial products and services to individual and corporate customers primarily in eastern Pennsylvania. As of December 31, 2008, Harleysville had 85 branch offices located in Montgomery, Bucks, Chester, Berks, Carbon, Lehigh, Monroe and Northampton counties, Pennsylvania. The company was founded in 1909 and is headquartered in Harleysville, Pennsylvania. The company engages in commercial banking and trust business, including accepting time, demand, savings, and money market deposits; making secured and unsecured commercial, consumer, and real estate loans, as well as lease financing; financing commercial transactions; making construction and mortgage loans; and performing corporate pension and personal investment and trust services. It also offers retail banking and wealth management solutions. In addition, the company, through its subsidiary, provides wealth management, estate and succession planning and life insurance services and products for high-net-worth business owners and families.

Because the Harleysville Properties are 100% leased to a single tenant on a long-term basis under a net lease, which transfers substantially all of the operating costs to the tenant, we believe that the financial condition and results of operations of the tenant are more relevant to investors than the financial statements of the individual properties acquired in order to enable investors to evaluate the credit-worthiness of the lessee. Additionally, because the properties are subject to a net lease, historical property financial statements provide limited information other than rental income, which is disclosed above. Therefore, we have not provided audited financial statements of the properties acquired.

Harleysville National Corp. currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding Harleysville National Corp. and subsidiaries are taken from the 2006, 2007 and 2008 annual reports and Form 10-Q for the period ended June 30, 2009:

	Past Six Months Ended			For the Fiscal Year Ended
	6/30/09			12/31/2008		12/31/2007		12/31/2006
Consolidated Statements of Operations (in thousands)

Revenue	$	123,683		$	206,294	$	194,561	$	178,941

Net Operating Income		67,506			134,790		115,222		124,321

Net Income (Loss)		(217,908	)		25,093		26,595		39,415

	As of		For the Fiscal Year Ended
	6/30/09		12/31/2008		12/31/2007		12/31/2006
Consolidated Balanced Sheets (in thousands)

Total Assets	$	5,210,327	$	5,490,509	$	3,903,001	$	3,249,828

Long-Term Debt		694,586		759,658		321,785		239,750

Shareholder's Equity		248,685		474,707		339,310		294,751

For more detailed financial information regarding Harleysville National Corp., please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov.

Rockland Properties

On April 25, 2008, the REIT’s Board of Trustees approved the acquisition of certain property owned by Rockland Trust Company (the “Rockland Properties”). The REIT acquired the Rockland Properties on May 2, 2008.

The purchase price for the Rockland Properties is approximately $32.1 million. The Rockland Properties are subject to approximately $24.4 million of debt. The remainder of the purchase price was funded with proceeds from the offering and revolving equity investments. (1) Rockland Trust, the seller of the Rockland Properties, is an unaffiliated third party. The Rockland Properties consist of commercial bank branches, bank branch/offices and operations centers throughout Southeastern Massachusetts and Cape Cod with an aggregate of approximately 121,000 square feet. The current sole tenant of the properties is Rockland Trust Company.

(1) The proceeds from the offering totaled approximately $2,205,000, the revolving equity investments totaled $2,500,000 and the short-term convertible redeemable preferred equity totaled $3,995,000.

Rockland Property Location	Approximate Purchase Price (1)		Approximate Compensation to Advisor and Affiliates
Brockton, MA	$	643,000		TOTAL FOR ALL PROPERTIES =
Chatham, MA		1,500,000		$566,000
Hull, MA		692,000		(Acquisition Fee + Finance
Hyannis, MA		2,377,000		Coordination Fee)
Middleboro, MA		3,495,000
Orleans, MA		1,371,000
Randolph, MA		1,540,000
Centerville, MA		1,129,000
Duxbury, MA		1,323,000
Hanover, MA		1,320,000
Middleboro, MA		922,000
Pembroke, MA		1,546,000
Plymouth, MA		5,173,000
Rockland, MA		4,095,000
Rockland, MA		1,769,000
S. Yarmouth, MA		1,586,000
Scituate, MA		1,263,000
West Dennis, MA		1,384,000
Total	$	33,128,000

(1) Approximate purchase price includes purchase price plus closing costs, inclusive of the acquisition fee, which equals 1% of the contract purchase price.

Each property is 100% leased on a triple-net basis to Rockland Trust Company, pursuant to which the tenant is required to pay substantially all operating expenses and capital expenditures in addition to base rent. The guarantor under the lease is Rockland Trust Company. Each location has four concurrent renewal options, each for a five-year term at the then prevailing market rate.

Rockland Property Location	Total Square Feet Leased		Current Annual Base Rent		Base Rent per Square Foot		Lease Term (Years)
Middleboro, MA		18,520	$	250,020	$	13.50		10.0
Hyannis, MA		8,948		170,012		19.00		10.0
Hull, MA		1,763		49,364		28.00		10.0
Randolph, MA		3,670		110,100		30.00		10.0
Duxbury, MA		2,667		90,678		34.00		15.0
Brockton, MA		1,835		45,875		25.00		10.0
Centerville, MA		2,977		77,402		26.00		15.0
Chatham, MA		3,459		107,229		31.00		10.0
Orleans, MA		3,768		97,968		26.00		10.0
Pembroke, MA		3,213		106,029		33.00		15.0
S. Yarmouth, MA		4,727		108,721		23.00		15.0
Scituate, MA		2,706		86,592		32.00		15.0
Rockland, MA		18,425		280,981		15.25		15.0
Rockland, MA		11,027		121,297		11.00		15.0
Hanover, MA		2,828		90,496		32.00		15.0
Plymouth, MA		25,358		355,012		14.00		15.0
Middleboro, MA		2,106		63,180		30.00		15.0
West Dennis, MA		3,060		94,860		31.00		15.0
Total/Average		121,057	$	2,305,816	$	19.05		13.2

The following table outlines the loan terms on the debt financing assumed in connection with acquisition of the Rockland Properties:

Mortgage Debt Amount	Type	Rate	Maturity Date

		30 Day LIBOR+
$24,412,500	Variable	1.375%(1)	May 2013

(1) The Company entered into a rate lock agreement to limit its interest rate exposure. The LIBOR floor and cap are 3.54% and 4.125% (initial year), respectively.

Independent Bank Corp. (NYSE: INDB) operates as the holding company for Rockland Trust Company (the “Bank”), which provides commercial banking, retail banking, and investment management services in Massachusetts. Its Fitch credit rating is BBB-. It offers a range of demand deposits, interest checking, money market accounts, savings accounts, and time certificates of deposit. The Bank's loan portfolio comprises commercial loans, business banking loans and consumer loans. It also provides real estate loans, which comprise commercial mortgages that are secured by nonresidential properties, residential mortgages that are secured primarily by owner-occupied residences, and mortgages for the construction of commercial and residential properties. In addition, the Bank provides investment management and trust services to individuals, small businesses, and charitable institutions, as well as serves as executor or administrator of estates. As of December 31, 2008, it operated 58 full service and three limited service retail bank branches, 10 commercial banking centers, 4 investment management group offices, and 5 residential lending centers, which are located in Southeastern Massachusetts and Cape Cod. The Bank was founded in 1907 and is headquartered in Rockland, Massachusetts.

Independent Bank Corp. currently files its financial statement in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding Independent Bank Corp. are taken from the 2006, 2007 and 2008 annual reports and Form 10-Q for the period ended June 30, 2009.

	Past Six Months Ended		For the Fiscal Year Ended December 31,
	6/30/09		2008		2007		2006
Consolidated Statements of Operations (in thousands)
Interest Income	$	96,216	$	176,388	$	159,738	$	167,693
Net Interest Income after Provision for Loan Losses		60,620		106,574		93,053		100,320
Net Income		7,047		28,084		28,381		32,851

	As of		As of the Fiscal Year Ended December 31,
	6/30/09		12/31/2008		12/31/2007		12/31/2006
Consolidated Balanced Sheets (in thousands)
Total Assets	$	4,455,059	$	3,628,469	$	2,768,413	$	2,828,919
Long-Term Debt		667,914		695,317		504,344		493,649
Shareholder's Equity		397,560		305,274		220,465		229,783

For more detailed financial information regarding Independent Bank Corp., please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov.

Rite Aid Properties

On September 29, 2008, American Realty Capital Trust Inc. (the “REIT”) acquired 6 Rite Aid properties (the “Rite Aid Properties”). The REIT acquired the Rite Aid Properties at sellers’ cost, which does not exceed the fair market value of the Rite Aid Properties as determined by an appraisal of a qualified independent appraiser. The purchase price for the Rite Aid Properties is approximately $18.6 million. The Rite Aid Properties are subject to approximately $12.8 million of assumed existing debt. The remainder of the purchase price was funded with revolving equity investment of approximately $6,000,000 from a related party under an unsecured revolving equity facility. The sellers of the Rite Aid Properties are two of the REIT’s sponsors, Nicholas S. Schorsch and William M. Kahane. The Rite Aid Properties are drug stores in Ohio and Pennsylvania with an aggregate of approximately 75,000 square feet. The current sole tenant of the properties is Rite Aid and will remain the sole tenant on a triple-net or double-net lease basis.

			Approximate
	Approximate		Compensation to
Rite Aid Property Location	Purchase Price (1)		Advisor and Affiliates
Lisbon, OH	$	1,515,000		TOTAL FOR ALL PROPERTIES =
East Liverpool, OH		2,249,000		$314,000
Carrollton, OH		2,376,000		(Acquisition Fee + Finance
Cadiz, OH		1,720,000		Coordination Fee )
Pittsburgh, PA		6,334,000
Carlisle, PA		4,640,000
Total	$	18,834,000

(1) Approximate purchase price includes purchase price plus closing costs, inclusive of the acquisition fee, which equals 1% of the contract purchase price.

Two of the property acquisitions (the Pennsylvania properties) are subject to a triple-net lease, pursuant to which the tenant is required to pay all operating expenses and capital expenditures in addition to base rent. Four of the property acquisitions (the Ohio properties) are subject to double-net leases, pursuant to which the landlord is responsible for maintaining the property’s roof and structure, and the tenant is required to pay all other expenses associated with the property in addition to base rent. The guarantor under the lease is Rite Aid Corp. The Ohio locations have six concurrent renewal options, each for a five-year term. The Pennsylvania locations have eight concurrent renewal options, each for a five-year term. Renewal rates include certain increases for fixed percentages as well as market adjustments, as defined by the lease.

Rite Aid Property Location	Total Square Feet Leased		Current Annual Base Rent		Base Rent per Square Foot		Remaining Lease Term (Years) (1)
Lisbon, OH		10,141	$	113,174	$	11.16		7.41
East Liverpool, OH		11,362		169,333		14.90		9.64
Carrollton, OH		12,613		179,177		14.21		9.22
Cadiz, OH		11,335		129,024		11.38		8.18
Pittsburgh, PA		14,766		469,790		31.82		19.10
Carlisle, PA		14,702		343,728		23.38		19.10
Total/Average		74,919	$	1,404,226	$	18.74		14.75

(1) Remaining lease term as of June 30, 2008.

The following table outlines the loan terms on the debt financing assumed in connection with acquisition of the Rite Aid Properties.

Mortgage Debt Amount		Type		Rate		Maturity Date
$ 12,808,265		Fixed - Interest Only		6.97%		September 2017

Rite Aid (“RAD”) is the third largest drug store chain in the U.S., operating about 5,100 stores. Its S&P credit rating is B. We estimate store locations average about 12,150 sq. ft. RAD locates its stores in what it believes are convenient locations in fast-growing metropolitan areas. Stores sell prescription drugs and a wide variety of general merchandise (front-end products), including OTC medications, health and beauty aids, personal care items, cosmetics, greeting cards, household items, convenience foods, photo processing services, and seasonal merchandise. Sales of prescription drugs accounted for 67% of total sales in fiscal year 2008. Over-the-counter medications and personal care items generated 10% of sales in fiscal year 2008. The company distinguishes its stores from other national chain drug stores through its emphasis on private label brands and a store-within-Rite Aid stores program with General Nutrition Companies, Inc. (GNC). The company sells 3,000 private label products in its stores, contributing about 13% of front-end sales in categories where private label products are offered. The company plans to continue increasing the number of private label products in fiscal year 2009. RAD had opened about 1,486 GNC stores-within-Rite Aid stores as of March 2008. RAD is implementing programs directed toward its pharmacy business, including faster prescription delivery and an increased focus on attracting and retaining managed care customers. RAD is focusing efforts and resources on improving operations in its existing store base. The company's new store prototype has 13,000 sq. ft. in average selling sq. ft. and has 15,900 in overall sq. ft. RAD's goal is to open or relocate about 1,000 stores by the end of fiscal year 2012 under the new prototype. To increase pharmacy sales, the company purchases pharmacy files from other drug stores and has recently added the capability to provide pharmacy benefit management services to employers, health plans, and insurance companies. RAD intends to offer 90-day prescription refills to its customers as an alternative to mail order.

Rite Aid currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding Rite Aid are taken from the 2006, 2007 and 2008 annual reports and Form 10-Q for the period ended May 30, 2009:

	Past Thirteen
	Weeks
	Ended			For the Fiscal Year Ended
Consolidated Statements of Operations (in thousands)	May 30, 2009			Feruary 28, 2009			March 1, 2008			March 3, 2007
Revenues	$	6,531,178		$	26,289,268			24,326,846		$	17,399,383
Operating Income (Loss)		(46,084	)		(243,743	)		185,271			300,995
Net Income (Loss)		(98,446	)		(2,915,420	)		(1,078,990	)		26,826

	As of			As of the Fiscal Year Ended
Consolidated Balance Sheets (in thousands)	May 30, 2009			Feruary 28, 2009				March 1, 2008			March 3, 2007
Total Assets	$	8,019,180			$	8,326,540			$	11,488,023		$	7,091,024
Long-Term Debt		5,486,791				5,801,230				5,610,489			2,909,983
Stockholders’ Equity (Deficit)		(1,290,631	)			(1,911,652	)			1,711,185			1,662,846

For more detailed financial information regarding Rite Aid, please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov.

National City Bank Properties

On August 29, 2008, the REIT’s Board of Trustees (with the two inside directors abstaining because the acquisition of 2 National City bank branches (the “National City Properties”) is an affiliated transaction) approved the acquisition of the National City Properties. The REIT acquired the branch located in Palm Coast, FL on September 16, 2008 (the “Palm Coast Property”)2 and the bank branch located in Pompano Beach, FL on October 23, 2008 (the “Pompano Beach Property”).

The purchase price for the National City Properties is approximately $6.7 million. The National City Properties are subject to approximately $4.5 million of debt, comprised of loans from TD Bank, N.A. in the amounts of approximately $2.1 million for the Palm Coast Property and $2.4 million for the Pompano Beach Property. The remainder of the purchase price was funded with revolving equity investment of approximately $2,400,000 from a related party under an unsecured revolving equity facility. The seller of the National City Properties is an affiliated party. The National City Properties are two bank branches in Florida with an aggregate of approximately 8,500 square feet. The current sole tenant of the properties is National City Bank and will remain the sole tenant on a triple-net basis.

				Approximate
	Approximate			Compensation to
National City Property Location	Purchase Price			Advisor and Affiliates
Palm Coast, FL		$	3,100,000		$	51,000
Pompano Beach, FL			3,800,000			61,000
Total		$	6,900,000		$	112,000

The properties are triple-net leased to National City Bank, pursuant to which National City Bank is required to pay all operating expenses and capital expenditures in addition to base rent, and have primary lease terms of 20 years. Annual rent is $466,465 for each of the first five years of the initial lease term, increased by 12% every five years for the Palm Coast Property and 10% every five years for the Pompano Beach Property.

National City Property Location	Total Square Feet Leased		Current Annual Base Rent		Base Rent per Square Foot
Palm Coast, FL		3,740	$	210,000	$	56.15
Pompano Beach, FL		4,663		256,465		55.00
Total		8,403	$	466,465	$	55.51

______________________________

2 American Realty Capital Operating Partnership, L.P. transferred forty-nine percent (49%) interest in the Palm Coast Property to American Realty Capital DST, I, a Section 1031 Exchange Program. See “Section 1031 Exchange Program” in this Supplement.

The following table outlines the loan terms on the debt financing incurred in connection with acquisition of the National City Properties:

National City Property Location	Mortgage Debt Amount			Rate (1)	Maturity Date
Palm Coast, FL		$	2,062,500	30 day LIBOR + 1.50%	September 16, 2013
Pompano Beach, FL			2,437,500	30 day LIBOR + 1.50%	October 23, 2013
Total/Average		$	4,500,000

(1) We limited our interest rate exposure by entering into a rate lock agreement with a LIBOR floor and cap of 3.37% and 4.45% (initial year), respectively for a notional contract amount of approximately $4,115,000 and a fixed rate of 3.565% on a notional contract amount of approximately $385,000.

National City Corporation is a $152.5 billion financial holding company with $94.6 billion in deposits and $3.02 billion in revenues. It is based in Cleveland, OH, and as of December 31, 2007 had more than 1,400 branch banking offices in Ohio, Florida, Illinois, Indiana, Kentucky, Michigan, Missouri, Pennsylvania, and Wisconsin. It is rated S&P A-. On October 24, 2008, PNC Financial Services Group announced that it would purchase National City Corporation in a stock transaction valued at $5.2 billion.

National City Corporation currently files its financial statements in reports filed with the Securities and Exchange Commission, and the following summary financial data regarding National City Corporation is taken from the 2005, 2006 and 2007 annual reports and Form 10-Q.

				For the Fiscal Year Ended December 31,
	Three
	Months
	Ended
	June 30,
Consolidated Statements of Operations (in millions)	2008			2007		2006		2005
Revenues	$	1,880		$	9,185		8,934	$	7,732
Operating Income		1,015			4,396		4,604		4,696
Net (Loss) Income		(1,756	)		314		2,300		1,985

	As of the Fiscal Year Ended December 31,
Consolidated Balance Sheets (in millions)	2007			2006			2005
Total Assets		$	150,374		$	140,191		$	142,397
Long-Term Debt			25,992			25,407			30,496
Stockholders’ Equity			13,408			14,581			12,613

For more detailed financial information regarding National City Corporation, please refer to its financial statements, which are publicly available with the Securities and Exchange Commission at http://www.sec.gov.

PNC Bank Properties

The REIT acquired 50 bank branches triple-net leased to PNC Bank, National Association (the “PNC Properties”) on November 25, 2008. On August 12, 2008, the REIT’s Board of Directors approved the acquisition of the PNC Properties and as of November 18, 2008 approved the financings with TD Bank, N.A. and KBC Bank, N.V., each described below.

The purchase price for the PNC Properties is approximately $42.3 million. The purchase price was paid with proceeds from the sale of common shares, first mortgage indebtedness, bridge equity from KBC Bank, N.V. (which bridge equity we expect to pay off during the first quarter of 2009), and funds from individuals of approximately $2,097,598, $33,398,902, $8,000,000 and $1,089,500 respectively. The PNC Properties are bank branches in Pennsylvania, New Jersey and Ohio with an aggregate of approximately 275,000 square feet. The current sole tenant of the properties is PNC Bank, National Association (“PNC Bank”) and will remain the sole tenant on a triple-net lease basis.

Address	City, State		Approximate Purchase Price(1)		Approximate Compensation to Advisor and Affiliates
1001 East Erie Ave		Philadelphia, PA	$	904,000		Total for All Properties = $757,000
108 East Main Street		Somerset, PA		1,206,000		(Acquisition fee +
114 West State Street		Media, PA		754,000		Finance coordination fee )
1152 Main Street		Paterson, NJ		829,000
1170 West Baltimore Pike		Media, PA		301,000
12 Outwater Lane		Garfield, NJ		1,206,000
1260 McBride Ave		West Paterson, NJ		678,000
141 Franklin Turnpike		Mahwah, NJ		829,000
1485 Blackwood-Clementon Rd		Clementon, PA		1,432,000
150 Paris Ave		Northvale, NJ		829,000
16 Highwood Ave		Tenafly, NJ		754,000
1921 Washington Valley Road		Martinsville, NJ		1,432,000
1933 Borendtown Ave		Parlin, NJ		980,000
204 Raritan Valley College Drive		Somerville, NJ		1,281,000
207 S State St		Clarks Summit, PA		528,000
2200 Cottman		Philadelphia, PA		1,206,000
222 Ridgewood Ave		Glen Ridge, NJ		678,000
2431 Main Street		Trenton, NJ		1,507,000
294 Main Ave		Clifton, NJ		678,000
30 Main Street		West Orange, NJ		829,000
31 S Chester Rd		Swarthmore, PA		528,000
315 Haddon Ave		Haddonfield, PA		980,000
321 E 33rd St		Paterson, NJ		377,000
34 East Market Street		Blairsville, PA		678,000
359 Georges Rd		Dayton, NJ		1,206,000
36 Bergen St		Westwood, NJ		528,000
401 West Tabor Road		Philadelphia, PA		528,000
403 N Baltimore St		Dillsburg, PA		452,000
404 Pennsylvania Ave East		Warren, PA		678,000
410 Main Street		Orange, NJ		980,000
424 Broad Street		Bloomfield, NJ		829,000
425 Boulevard		Mountain Lakes, NJ		1,055,000
45 South Martine Ave		Fanwood, NJ		1,206,000
470 Lincoln Avenue		Pittsburgh, PA		678,000
49 Little Falls Road		Fairfield, NJ		1,959,000
501 Pleasant Valley Way		West Orange, NJ		528,000
555 Cranbury Road		East Brunswick, NJ		1,130,000
570 Pompton Ave		Cedar Grove, NJ		1,356,000
583 Kearny Ave		Kearny, NJ		829,000
588 Newark-Pompton Tnpk		Pompton Plains, NJ		301,000
5900 N Broad St		Philadelphia, PA		603,000
591 Route 33		Millstone, NJ		904,000
638 E Landis Ave		Vineland, NJ		754,000
6th & Spring Garden		Philadelphia, PA		980,000
7811 Tylersville Road		West Chester, OH		1,281,000
82 Greenbrook Road		Dunellen, NJ		1,155,000
8340 Germantown Ave		Philadelphia, PA		301,000
9 West Somerset Street		Raritan, NJ		1,306,000
Cooper & Delsea		Deptford, NJ		979,000
RR1 Box 640		Tannersville, PA		903,000
TOTAL			$	44,813,000

(1) Approximate purchase price includes purchase price plus closing costs, inclusive of the acquisition fee, which equals 1% of the contract purchase price.

The properties are triple-net leased to PNC Bank, pursuant to which PNC Bank will be required to pay substantially all operating expenses and capital expenditures in addition to base rent, simultaneously with the acquisition of the properties, and will have primary lease terms of ten years, expiring November 1, 2018. Annual rent is $2,960,000 for each of the first five years of the initial lease term, increased by 10% in year six. The leases provide for up to four extensions of successive five-year terms with an increase in the rental rate by 10% for each additional renewal term. Following the first year of the lease, the tenant has the right to terminate two leases within the PNC Properties each calendar year during the term of the lease, including renewal options, at any time upon at least twelve months' prior written notice to the REIT.

Address	City, State		Total Square Feet Leased		Current Annual Base Rent		Rent Per Square Foot
1001 East Erie Ave		Philadelphia, PA		3,653	$	60,000	$	16.42
108 East Main Street		Somerset, PA		7,322		80,000		10.93
114 West State Street		Media, PA		12,344		50,000