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InvenTrust Properties Corp. Major Shareholding Notification 2008

Oct 30, 2008

31599_mrq_2008-10-30_a6bc163f-3c16-4ebb-abd6-49242144dd01.zip

Major Shareholding Notification

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SC 13D 1 a08-27256_1sc13d.htm SC 13D

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and

Amendments Thereto Filed Pursuant to Rule 13d-2(a)

Under the Securities Exchange Act of 1934 (Amendment No. )*

GLIMCHER REALTY TRUST

(Name of Issuer)

COMMON SHARES OF BENEFICIAL INTEREST

(Title of Class of Securities)

379302102

(CUSIP Number)

Lori J. Foust

Treasurer

Inland American Real Estate Trust, Inc.

2901 Butterfield Road

Oak Brook, Illinois 60523

(630 218-8000)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 20, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

  • The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SEQ.=1,FOLIO='',FILE='C:\JMS\aneetz\08-27256-1\task3196217\27256-1-ba-01.htm',USER='aneetz',CD='Oct 30 14:58 2008'

| CUSIP

No. 379302102 — 1. Names of Reporting Persons Inland American Real Estate Trust, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) WC, OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Maryland Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 1,959,800(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 1,959,800(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 1,959,800(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 5.2%(2)
14. Type
of Reporting Person (See Instructions) CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

2

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons Inland Investment Advisors, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Illinois Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 2,330,100(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 2,330,100(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 2,330,100(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 6.2%(2)
14. Type
of Reporting Person (See Instructions) IA, CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008. Includes shares beneficially owned by Inland Investment Advisors, Inc. through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

3

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons Inland Real Estate Investment Corporation
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Delaware Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 2,330,100(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 2,330,100(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 2,330,100(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 6.2%(2)
14. Type
of Reporting Person (See Instructions) HC, CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008. Includes shares beneficially owned by Inland Investment Advisors, Inc., a wholly-owned subsidiary of Inland Real Estate Investment Corp., through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

4

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons Inland Real Estate Corporation
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Maryland Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 83,400(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 83,400(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 83,400(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 0.2%(2)
14. Type
of Reporting Person (See Instructions) CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

5

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons The Inland Group, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Delaware Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 2,330,100(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 2,330,100(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 2,330,100(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 6.2%(2)
14. Type
of Reporting Person (See Instructions) HC, CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008. Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

6

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons Inland Western Retail Real Estate Trust, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) WC, OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Maryland Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 128,500(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 128,500(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 128,500(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 0.3%(2)
14. Type
of Reporting Person (See Instructions) CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

7

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons Eagle Financial Corp.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) WC, OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Illinois Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 28,400(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 28,400(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 28,400(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 0.1%(2)
14. Type
of Reporting Person (See Instructions) CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

8

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons The Inland Real Estate Transactions Group, Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) WC, OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Illinois Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 28,400(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 28,400(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 28,400(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 0.1%(2)
14. Type
of Reporting Person (See Instructions) HC, CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

9

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons Minto Builders (Florida), Inc.
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) WC, OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization Florida Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 11,000(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 11,000(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 11,000(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 0.0%(2)
14. Type
of Reporting Person (See Instructions) CO

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

10

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons Daniel L. Goodwin
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization United States Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 0
8. Shared
Voting Power 2,330,100(1)
9. Sole
Dispositive Power 0
10. Shared Dispositive Power 2,330,100(1)
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 2,330,100(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 6.2%(2)
14. Type
of Reporting Person (See Instructions) HC, IN

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008. Includes shares beneficially owned by Inland Investment Advisors, Inc., an indirect wholly-owned subsidiary of The Inland Group, Inc., through its management of the discretionary accounts of its clients. Mr. Goodwin is the controlling shareholder of The Inland Group, Inc.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

11

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| CUSIP

No. 379302102 — 1. Names of Reporting Persons Lori J. Foust
2. Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) x
3. SEC
Use Only
4. Source
of Funds (See Instructions) OO
5. Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
6. Citizenship or Place of
Organization United States Address of Principal Office: 2901
Butterfield Road, Oak Brook, Illinois 60523
Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole
Voting Power 750(1)
8. Shared
Voting Power 0
9. Sole
Dispositive Power 750(1)
10. Shared Dispositive Power 0
11. Aggregate
Amount Beneficially Owned by Each Reporting Person 750(1)
12. Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
13. Percent
of Class Represented by Amount in Row (11) 0.0%(2)
14. Type
of Reporting Person (See Instructions) IN

(1) The number of shares reported as beneficially owned is as of 2:00 p.m. central time on October 30, 2008.

(2) The percentage is calculated based on a total of 37,805,466 of the Issuer’s common shares of beneficial interest, par value $0.01 per share, outstanding as of October 23, 2008, as disclosed in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 24, 2008.

12

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CUSIP No. 379302102

Item 1. Security and Issuer
Common Shares of
Beneficial Interest, $0.01 par value per share (the “ Shares ”).
Glimcher Realty Trust (the
“ Company ”) 180 East Broad Street Columbus, OH 43215
Item 2. Identity and Background
(a) Inland American Real Estate Trust, Inc. (“ Inland
American ”)
(b) State of Incorporation: Maryland
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
(c) Principal Business: Inland American seeks to acquire and manage
a diversified (by geographical location and by property type) portfolio of
real estate primarily improved for use as shopping or retail centers, malls,
multi-family residential buildings, office and industrial buildings located
in the United States and Canada.
Inland American also may own publicly traded or privately owned
entities that own such commercial real estate assets. These entities may include REITs and other
“real estate operating companies,” such as real estate management companies
and real estate development companies.
(d) Inland American has not been convicted in a
criminal proceeding, excluding traffic violations or similar
misdemeanors. To the knowledge of
Inland American, none of the executive officers and directors of Inland American
has been convicted in a criminal proceeding, excluding traffic violations or
similar misdemeanors.
(e) Inland American is not, and during the last
five years has not been, subject to (i) a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or (ii) a finding of any
violation with respect to federal or state securities laws as a result of a
civil proceeding of a judicial or administrative body of competent jurisdiction
to which it was a party. To the
knowledge of Inland American, none of the executive officers and directors of
Inland American has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction the result of which subjected
him or her to (i) a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or (ii) a finding of any violation with respect to
federal or state securities laws.
Please
see Appendix A filed with this Schedule 13D for Identity and
Background items (2)(a), (b), (c) and (f) of each of the executive officers
and directors of Inland American, which information is incorporated by
reference into this Item 2.
(a) Inland Investment Advisors, Inc. (“ Adviser ”)
(b) State of Incorporation: Illinois
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
(c) Principal Business: Adviser purchases, sells, exchanges and
otherwise trades in securities, places orders for the execution of
transactions with or through brokers or dealers. Adviser selects, renders,
furnishes and provides advice, analyses regarding securities on behalf of its
clients.
(d) Adviser has not been convicted in a
criminal proceeding during the last five years, excluding traffic violations
or similar misdemeanors. To the
knowledge of Adviser, none of the executive officers and directors of Adviser
has been convicted in a criminal proceeding during the last five years,
excluding traffic violations or similar misdemeanors.

13

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CUSIP No. 379302102

| (e) Adviser is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of Adviser, none of the executive officers and directors of Adviser has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any

violation with respect to federal or state securities laws.
Please
see Appendix B filed with this Schedule 13D for Identity and
Background items (2)(a), (b), (c) and (f) of each of the executive officers
and directors of Adviser, which information is incorporated by reference into
this Item 2.
(a) Inland Real Estate Investment Corporation
(“ IREIC ”)
(b) State of Incorporation: Delaware
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
(c) Principal Business: IREIC is a wholly-owned subsidiary of TIGI
(as defined below) and is the sponsor of Inland American, Inland Western (as
defined below) and IREC (as defined below).
TIGI, together with its subsidiaries and affiliates, is a
fully-integrated group of legally and financially separate companies that
have been engaged in diverse facets of real estate such as property
management, leasing, marketing, acquisition, disposition, development,
redevelopment, renovation, construction, finance and other related services.
(d) IREIC has not been convicted in a criminal
proceeding during the last five years, excluding traffic violations or
similar misdemeanors. To the knowledge
of IREIC, none of the executive officers and directors of IREIC has been
convicted in a criminal proceeding during the last five years, excluding
traffic violations or similar misdemeanors.
Please
see Appendix C filed with this Schedule 13D for Identity and
Background items (2)(a), (b), (c) and (f) of each of the executive officers
and directors of IREIC, which information is incorporated by reference into
this Item 2.
(a) Inland Real Estate Corporation (“ IREC ”)
(b) State of Incorporation: Maryland
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
(c) Principal Business: IREC is a publicly held real estate
investment trust that owns, operates and develops (directly or through its
unconsolidated entities) neighborhood retail centers (gross leasable areas
ranging from 5,000 to 150,000 square feet) and community centers (gross
leasable areas in excess of 150,000 square feet).
(d) IREC has not been convicted in a criminal
proceeding during the last five years, excluding traffic violations or
similar misdemeanors. To the knowledge
of IREC, none of the executive officers and directors of IREC has .

14

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CUSIP No. 379302102

| been convicted in a criminal proceeding during the last five years, excluding

traffic violations or similar misdemeanors
(e) IREC is not, and during the last five years
has not been, subject to (i) a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or (ii) a finding of any violation with
respect to federal or state securities laws as a result of a civil proceeding
of a judicial or administrative body of competent jurisdiction to which it
was a party. To the knowledge of IREC,
none of the executive officers and directors of IREC has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction during the last five years the result of which subjected him or
her to (i) a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws or (ii) a finding of any violation with respect to federal or state
securities laws.
Please
see Appendix D filed with this Schedule 13D for Identity and
Background items (2)(a), (b), (c) and (f) of each of the executive officers
and directors of IREC, which information is incorporated by reference into
this Item 2.
(a) The Inland Group, Inc. (“ TIGI ”)
(b) State of Incorporation: Delaware
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
(c) Principal Business: TIGI, together with its subsidiaries and
affiliates, is a fully-integrated group of legally and financially separate
companies that have been engaged in diverse facets of real estate such as
property management, leasing, marketing, acquisition, disposition, development,
redevelopment, renovation, construction, finance and other related services.
(d) TIGI has not been convicted in a criminal
proceeding during the last five years, excluding traffic violations or
similar misdemeanors. To the knowledge
of TIGI, none of the executive officers and directors of TIGI has been
convicted in a criminal proceeding during the last five years, excluding
traffic violations or similar misdemeanors.
(e) TIGI is not, and during the last five years
has not been, subject to (i) a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or (ii) a finding of any violation with
respect to federal or state securities laws as a result of a civil proceeding
of a judicial or administrative body of competent jurisdiction to which it
was a party. To the knowledge of TIGI,
none of the executive officers and directors of TIGI has been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction during the last five years the result of which subjected him or
her to (i) a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or (ii) a finding of any violation with respect to federal or
state securities laws.
Please
see Appendix E filed with this Schedule 13D for Identity and
Background items (2)(a), (b), (c) and (f) of each of the executive officers
and directors of TIGI, which information is incorporated by reference into
this Item 2.
(a) Inland Western Retail Real Estate Trust,
Inc. (“ Inland Western ”)
(b) State of Incorporation: Maryland
Address
of Principal Office: 2901 Butterfield
Road, Oak Brook, Illinois 60523
(c) Principal Business: Inland Western is a real estate investment
trust focused on the acquisition, development and management of retail
properties, including lifestyle, power, neighborhood and community centers,
in addition to single-user net lease properties in locations demonstrating
solid demographics.

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(d) Inland Western has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of Inland Western, none of the executive officers and directors of Inland Western has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e) Inland Western is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of Inland Western, none of the executive officers and directors of Inland Western has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.

Please see Appendix F filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of Inland Western, which information is incorporated by reference into this Item 2.

(a) Eagle Financial Corp. (“ Eagle ”)

(b) State of Incorporation: Illinois

Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523

(c) Principal Business: Eagle is engaged in the purchase and sale of securities.

(d) Eagle has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of Eagle, none of the executive officers and directors of Eagle has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e) Eagle is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of Eagle, none of the executive officers and directors of Eagle has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.

Please see Appendix G filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of Eagle, which information is incorporated by reference into this Item 2.

(a) The Inland Real Estate Transactions Group, Inc. (“ TIRETG ”)

(b) State of Incorporation: Illinois

Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523

(c) Principal Business: Holding company for separate companies engaged in real estate brokerage, leasing, marketing, acquisition, disposition, development, and purchase and sale of securities.

(d) TIRETG has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of TIRETG, none of the executive officers and directors of

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TIRETG has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e) TIRETG is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of TIRETG, none of the executive officers and directors of TIRETG has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.

Please see Appendix H filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of TIRETG, which information is incorporated by reference into this Item 2.

(a) Minto Builders (Florida), Inc. (“ MB REIT ”)

(b) State of Incorporation: Florida

Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523

(c) Principal Business: MB REIT is a real estate investment trust which invests in and acquires, holds, manages, administers, controls and disposes of real estate assets.

(d) MB REIT has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors. To the knowledge of MB REIT, none of the executive officers and directors of MB REIT has been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e) MB REIT is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which it was a party. To the knowledge of MB REIT, none of the executive officers and directors of MB REIT has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction the result of which subjected him or her to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws.

Please see Appendix I filed with this Schedule 13D for Identity and Background items (2)(a), (b), (c) and (f) of each of the executive officers and directors of MB REIT, which information is incorporated by reference into this Item 2.

(a) Daniel L. Goodwin

(b) Business Address: 2901 Butterfield Road, Oak Brook, Illinois 60523

(c) Principal Occupation: Chairman and President, The Inland Group, Inc.

Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523

(d) Mr. Goodwin has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e) Mr. Goodwin is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws

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or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which he was a party.

(f) Citizenship: United States

(a) Lori J. Foust

(b) Business Address: 2901 Butterfield Road, Oak Brook, Illinois 60523

(c) Principal Occupation: Treasurer, Inland American Real Estate Trust, Inc.

Address of Principal Office: 2901 Butterfield Road, Oak Brook, Illinois 60523

(d) Ms. Foust has not been convicted in a criminal proceeding during the last five years, excluding traffic violations or similar misdemeanors.

(e) Ms. Foust is not, and during the last five years has not been, subject to (i) a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or (ii) a finding of any violation with respect to federal or state securities laws as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which she was a party.

(f) Citizenship: United States

Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG, MB REIT, Mr. Goodwin and Ms. Foust collectively are referred to herein as the “ Reporting Persons .”

Item 3. Source and Amount of Funds or Other Consideration.

Pursuant to an Investment Advisory Agreement for Discretionary Accounts made and entered into as of November 15, 2005, as amended, by and between Inland American and Adviser, substantially in the form attached as Exhibit 7.1 to this Schedule 13D, Adviser has purchased on behalf of Inland American a total of 1,948,800 Shares for an aggregate price of $30,298,084 in approximately 146 open-market transactions from May 3, 2007 through October 30, 2008. The working capital of Inland American and brokerage account margin loans were the sources of consideration for the purchases.

Pursuant to an Investment Advisory Agreement for Discretionary Accounts that Adviser has entered into with IREC, substantially in the form attached as Exhibit 7.2 to this Schedule 13D, Adviser has purchased a total of 83,400 Shares on behalf of IREC for an aggregate price of $1,554,074 in approximately 13 open-market transactions from July 31, 2007 through April 9, 2008. The working capital of IREC and brokerage account margin loans were the sources of consideration for the purchases.

Pursuant to an Investment Advisory Agreement for Discretionary Accounts made and entered into as of April 4, 2006, as amended, by and between Inland Western and Adviser, substantially in the form attached as Exhibit 7.2 to this Schedule 13D, Adviser has purchased on behalf of Inland Western a total of 128,500 Shares for an aggregate price of $1,754,837 in approximately 24 open-market transactions from July 13, 2007 through April 14, 2008. The working capital of Inland Western and brokerage account margin loans were the sources of consideration for the purchases.

Pursuant to an Investment Advisory Agreement for Discretionary Accounts that Adviser has entered into with Eagle, substantially in the form attached as Exhibit 7.3 to this Schedule 13D, Adviser has purchased a total of 28,400 Shares on behalf of Eagle for an aggregate price of $345,045 in approximately eight open-market transactions from December 27, 2007 through September 19, 2008. The working capital of Eagle and brokerage account margin loans were the sources of consideration for the purchases.

Pursuant to an Investment Advisory Agreement for Discretionary Accounts that Adviser has entered into with MB REIT, substantially in the form attached as Exhibit 7.1 to this Schedule 13D, Adviser has purchased a total of 11,000 Shares on behalf of MB REIT for an aggregate price of $106,081 in approximately seven open-market transactions from July 14, 2008

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through August 21, 2008. The working capital of MB REIT and brokerage account margin loans were the sources of consideration for the purchases.

Pursuant to an Investment Advisory Agreement for Discretionary Accounts that Adviser has entered into with Mr. Goodwin, substantially in the form attached as Exhibit 7.3 to this Schedule 13D, Adviser has purchased a total of 126,100 Shares on behalf of Mr. Goodwin for an aggregate price of $1,411,663 in approximately 70 open-market transactions from December 27, 2007 through October 8, 2008. The personal funds of Mr. Goodwin and brokerage account margin loans were the source of consideration for these purchases.

Adviser has also purchased a total of 3,900 Shares on behalf of clients that are not Reporting Persons for an aggregate price of $42,335 in approximately four open-market transactions from June 19, 2008 through August 19, 2008 pursuant to separate investment advisory agreements for discretionary accounts that Adviser has entered into with each of them, each substantially in the form attached as Exhibit 7.3 to this Schedule 13D. The working capital of these clients and brokerage account margin loans were the sources of consideration for the purchases.

Ms. Foust has purchased 750 Shares for an aggregate price of $6,611 in approximately four open-market transactions from September 10, 2008 through October 8, 2008. The personal funds of Ms. Foust were the source of consideration for these purchases.

The Reporting Persons and the Adviser’s other clients may continue to utilize margin credit from time to time for the purchase of Shares, subject to applicable federal margin regulations, stock exchange rules and the brokerage firm’s credit policies. The cost of borrowing with respect to margin accounts fluctuates with the broker loan rate and the amount of the debit balance. The positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in those accounts.

The investment advisory agreements for discretionary accounts by and between Adviser and each of Inland American, IREC, Inland Western, Eagle, MB REIT, Mr. Goodwin and Adviser’s clients who are not Reporting Persons, respectively, are collectively referred to in this Schedule 13D as the “ Advisory Agreements .”

To the knowledge of Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG and MB REIT this Item 3 is inapplicable to the executive officers and directors listed on Appendices A through I, respectively, to the extent those officers and directors are not Reporting Persons, because none of those executive officers and directors who are not Reporting Persons owns any Shares of the Company.

Item 4. Purpose of Transaction.

Adviser beneficially owns Shares by virtue of having discretionary authority to vote and dispose of the Shares pursuant to the respective Advisory Agreements. Adviser is a wholly-owned subsidiary of IREIC, which is a wholly-owned subsidiary of TIGI, of which Mr. Goodwin is the controlling shareholder. Each of the Reporting Persons acquired the Company’s Shares for the purpose of making an investment in the Company. Inland American and Adviser are considering various courses of action with respect to the Company and intend to propose one or more of the following potential transactions to the Company (each a “ Potential Transaction ”) pursuant to which: (i) Inland American, or a subsidiary or affiliate thereof, would enter into an agreement with the Company to acquire additional Shares, by purchase, in a cash tender offer or exchange offer; (ii) Inland American would enter into a joint venture with the Company relating to a material amount of the assets of the Company; (iii) Inland American, or an affiliate of Inland American, would enter into a merger (including a cash merger), a purchase of all of the assets of the Company or a similar transaction by which Inland American would acquire control of the Company; or (iv) Inland American, or a subsidiary or affiliate thereof, would otherwise acquire additional Shares or other securities issued by the Company. If the parties can agree on the terms and conditions of a Potential Transaction, Inland American intends to enter into a definitive written agreement reflecting those terms and conditions.

Despite the present intent of Inland American and the Adviser expressed above, there can be no assurance that a Potential Transaction involving Inland American will be proposed to the Company, that the Company will agree to consider a Potential Transaction, that the terms and conditions of any proposed Potential Transaction will be acceptable to the Company or that a Potential Transaction will be consummated. Each of the Reporting Persons may take such actions with respect to its Shares as it/he/she deems appropriate in light of the circumstances then existing. Depending on market conditions and other

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factors, any one or more of the Reporting Persons may continue to purchase Shares of the Company in brokerage transactions on the New York Stock Exchange or in private transactions, if appropriate opportunities to do so are available, on such terms and at such times as the purchaser considers desirable.

Each of the Reporting Persons intends to review its investment in the Company continuously. Any one or more of the Reporting Persons may seek to increase its/his/her beneficial ownership of Shares without obtaining control of the Company. Any one or more of the Reporting Persons with dispositive power may determine to dispose of all or a portion of the Shares that it now owns or may hereafter acquire. In reaching any conclusion as to the foregoing, each of the Reporting Persons will consider various factors, such as the Company’s business and prospects, other developments concerning the Company (including, but not limited to, the attitude of the board of directors and management of the Company), other business opportunities available to each of the Reporting Persons, developments in the business, general economic conditions, the finances of the Reporting Persons and stock market conditions.

Item 5. Interest in Securities of the Issuer.

(a) See response corresponding to row 11 of the cover page of each Reporting Person for the aggregate number of Shares beneficially owned by the Reporting Persons, which is incorporated herein by reference. See response corresponding to row 13 of the cover page of each Reporting Person for the percentage of Shares beneficially owned by each of the Reporting Persons, which is incorporated herein by reference. The Adviser makes decisions as to dispositions of the Shares held in the discretionary accounts of the Adviser Clients (as defined below in Item 6) by means of a committee composed of three of the directors of Adviser. No one officer or director of any of the Reporting Persons, with the exception of Mr. Goodwin, has the ability to direct the disposition of the Shares.

(b) See responses corresponding to rows seven through ten of the cover page of each Reporting Person for the number of Shares as to which that Reporting Person has sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, and shared power to dispose or to direct the disposition, which responses are incorporated herein by reference. The Adviser shares the power to vote or direct the vote and the power of disposition with each of the Adviser Clients with respect to the Shares in their respective accounts.

(c) During the past 60 days, Adviser has effected the following Share transactions for the account of Inland American, each via the New York Stock Exchange:

Date Type of Transaction No. of Shares Price Per Share Total Purchase Price
September 4,
2008 Buy 9,000 $ 10.66 $ 96,246
September 5,
2008 Buy 9,000 $ 10.46 $ 94,443
September 10,
2008 Buy 12,000 $ 10.64 $ 128,022
September 11,
2008 Buy 5,100 $ 10.89 $ 55,712
September 12,
2008 Buy 10,000 $ 10.60 $ 106,341
September 15,
2008 Buy 13,000 $ 10.44 $ 136,079
September 16,
2008 Buy 6,000 $ 10.22 $ 61,524
September 17,
2008 Buy 10,000 $ 9.88 $ 99,138
September 18,
2008 Buy 10,000 $ 9.66 $ 96,867
September 19,
2008 Buy 15,000 $ 10.97 $ 164,973
September 22,
2008 Buy 19,000 $ 10.53 $ 200,570
September 23,
2008 Buy 19,000 $ 9.97 $ 189,919
September 24,
2008 Buy 19,000 $ 9.58 $ 182,560
October 10,
2008 Sold -98,100 $ 4.15 $ -406,924
October 10,
2008 Buy 98,100 $ 4.38 $ 432,792
October 13,
2008 Buy 9,400 $ 5.60 $ 52,910

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Date Type of Transaction No. of Shares Price Per Share Total Purchase Price
October 14,
2008 Buy 9,500 $ 5.60 $ 53,485
October 15,
2008 Buy 19,000 $ 5.35 $ 102,219
October 16,
2008 Buy 28,500 $ 5.10 $ 146,187
October 17,
2008 Buy 10,000 $ 4.97 $ 50,005
October 20,
2008 Buy 14,500 $ 5.23 $ 76,240
October 21,
2008 Buy 30,000 $ 5.13 $ 154,787
October 22,
2008 Buy 30,000 $ 4.68 $ 141,155
October 23,
2008 Buy 30,000 $ 4.36 $ 131,615
October 24,
2008 Buy 50,000 $ 4.38 $ 220,750
October 27,
2008 Buy 50,000 $ 4.19 $ 210,775
October 28,
2008 Buy 54,600 $ 3.49 $ 192,404
October 29,
2008 Buy 80,000 $ 3.81 $ 306,805
October 30,
2008 Buy 110,000 $ 4.21 $ 465,954

During the past 60 days, Adviser effected the following Share transactions for the account of Eagle, each via the New York Stock Exchange:

Date Type of Transaction No. of Shares Price Per Share Total Purchase Price
September 15,
2008 Buy 2,000 $ 10.44 $ 20,939
September 19,
2008 Buy 5,000 $ 10.97 $ 54,994

During the past 60 days, Adviser has effected the following Share transactions for the account of Mr. Goodwin, each via the New York Stock Exchange:

Date Type of Transaction No. of Shares Price Per Share Total Purchase Price
September 4,
2008 Buy 5,000 $ 10.69 $ 53,472
September 5,
2008 Buy 5,000 $ 10.49 $ 52,471
September 10,
2008 Buy 5,000 $ 10.67 $ 53,345
September 12,
2008 Buy 4,000 $ 10.63 $ 42,539
September 15,
2008 Buy 5,000 $ 10.47 $ 52,341
September 16,
2008 Buy 4,000 $ 10.25 $ 41,018
September 17,
2008 Buy 5,000 $ 9.91 $ 49,571
September 18,
2008 Buy 5,000 $ 9.69 $ 48,436
October 8,
2008 Sold -49,500 $ 12.29 $ -608,360

During the past 60 days, Ms. Foust has effected the following Share transactions, each via the New York Stock Exchange:

Date Type of Transaction No. of Shares Price Per Share Total Purchase Price
September 10,
2008 Buy 300 $ 11.03 $ 3,310
September 22,
2008 Buy 100 $ 10.01 $ 1,001
October 6,
2008 Buy 150 $ 7.58 $ 1,137
October 8,
2008 Buy 200 $ 5.81 $ 1,163

To the knowledge of Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG and MB REIT, respectively, none of their executive officers and directors with the exception of Mr. Goodwin and Ms. Foust has effected any other transactions in Shares of the Company in the last 60 days.

(d) None.

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(e) Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to the Securities of the Issuer.

The Adviser purchased the Shares for the accounts of its clients, respectively, pursuant to the terms of the client’s corresponding Advisory Agreement. The Advisory Agreements provide that Adviser has full discretionary authority with respect to the investment and reinvestment of the assets of the separate accounts that each of Inland American, IREC, Inland Western, Eagle, MB REIT, Mr. Goodwin and Adviser’s other clients that own Shares (collectively, the “ Adviser Clients ” and each individually, an “ Adviser Client ”) maintains with Adviser, subject to certain investment guidelines that the Adviser Clients may provide from time to time. These guidelines take effect generally fifteen days after notice to Adviser. The Advisory Agreements also provide that the Adviser has the power as an Adviser Client’s proxy and attorney-in-fact to vote, tender or direct the voting or tendering of all of the assets of the accounts of that Adviser Client. Either party to an Advisory Agreement may terminate that Advisory Agreement upon thirty days’ written notice. A form of advisory agreement into which Adviser has entered with Inland American and MB REIT, respectively, is attached to this Schedule 13D as Exhibit 7.1. A form of advisory agreement into which Adviser has entered with Inland Western and IREC, respectively, is attached to this Schedule 13D as Exhibit 7.2, and a form of advisory agreement into which each of the other Adviser Clients has entered is attached as Exhibit 7.3 to this Schedule 13D.

Because there is no written or other express agreement between or among Inland American, Inland Western, IREC, MB REIT, any of the other Adviser Clients or Ms. Foust to acquire, hold, vote or dispose of Shares, and because the services provided by investment advisers to clients generally do not create such an agreement between or among that adviser and its clients, the Adviser Clients and Adviser in accordance with instruction (2) to the cover page of Schedule 13D do not affirm that they are acting as a “group” for purposes of Section 13(d) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”); however, in accordance with the perceived statutory purpose of Section 13(d) to inform investors as to accumulations of an issuer’s securities and because of the relationships among the Reporting Persons described in this Schedule 13D, the Reporting Persons have filed this Schedule 13D jointly pursuant to the rules promulgated under Section 13(d), including Rule 13d-1(k). Except as otherwise described herein, there are no contracts, arrangements, understandings or relationships, legal or otherwise, among the persons named in Item 2 and between these persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies.

Inland American, Adviser, IREIC, IREC, TIGI, Inland Western, Eagle, TIRETG and MB REIT are separate legal entities. IREIC sponsored Inland American, IREC and Inland Western. Adviser is a wholly-owned subsidiary of IREIC, which is a wholly-owned subsidiary of TIGI, of which Mr. Goodwin is a controlling shareholder. Eagle is a wholly-owned subsidiary of TIRETG, which is a wholly-owned subsidiary of TIGI. MB REIT is a controlled subsidiary of Inland American. Some of the Reporting Persons have some common officers and directors; however, the boards of directors of Inland American, Inland Western, and IREC are each comprised of a majority of independent directors. An investment committee comprised of three members of the board of directors of Adviser oversees the overall investment strategy and decisions made with respect to the discretionary accounts that Adviser manages within the respective investment guidelines provided to it by its clients, including Inland American and the other Adviser Clients. Mr. Goodwin, Mr. Robert D. Parks and Ms. Roberta S. Matlin are the members of this investment committee. Mr. Goodwin manages the day-to-day operations of Adviser.

Item 7. Material to be Filed as Exhibits.

Exhibit Number Exhibit
7.1 Form of
Investment Advisory Agreement For Discretionary Accounts (No Performance Fee)
7.2 Form of
Investment Advisory Agreement For Discretionary Accounts (No Performance Fee)
7.3 Form of
Investment Advisory Agreement For Discretionary Accounts (Performance Fee)
7.4 Joint
Filing Agreement

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

| Dated: October 30, 2008 | INLAND AMERICAN REAL ESTATE TRUST, INC. | | | --- | --- | --- | | | | /s/ Brenda G. Gujral | | | Name: | Brenda G. Gujral | | | Title: | President | | Dated: October 30, 2008 | INLAND INVESTMENT ADVISORS, INC. | | | | | /s/ Roberta S. Matlin | | | Name: | Roberta S. Matlin | | | Title: | President | | Dated: October 30, 2008 | INLAND REAL ESTATE INVESTMENT CORPORATION | | | | | /s/ Roberta S. Matlin | | | Name: | Roberta S. Matlin | | | Title: | Senior Vice President | | Dated: October 30, 2008 | INLAND REAL ESTATE CORPORATION | | | | | /s/ Mark E. Zalatoris | | | Name: | Mark E. Zalatoris | | | Title: | President and Chief Executive Officer | | Dated: October 30, 2008 | THE INLAND GROUP, INC. | | | | | /s/ Daniel L. Goodwin | | | Name: | Daniel L. Goodwin | | | Title: | President | | Dated: October 30, 2008 | INLAND WESTERN RETAIL REAL ESTATE TRUST, INC. | | | | | /s/ Steven P. Grimes | | | Name: | Steven P. Grimes | | | Title: | Chief Operating Officer, Chief Financial Officer | | | | and Treasurer | | Dated: October 30, 2008 | EAGLE FINANCIAL CORP. | | | | | /s/ Daniel L. Goodwin | | | Name: | Daniel L. Goodwin | | | Title: | President |

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| Dated: October 30, 2008 | THE INLAND REAL ESTATE TRANSACTIONS GROUP, INC. | | | --- | --- | --- | | | | /s/ Daniel L. Goodwin | | | Name: | Daniel L. Goodwin | | | Title: | President | | Dated: October 30, 2008 | MINOT BUILDERS (FLORIDA), INC. | | | | | /s/ Roberta S. Matlin | | | Name: | Roberta S. Matlin | | | Title: | Vice President | | Dated: October 30, 2008 | DANIEL L. GOODWIN | | | | | /s/ Daniel L. Goodwin | | Dated: October 30, 2008 | LORI J. FOUST | | | | | /s/ Lori J. Foust |

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CUSIP No. 379302102

General Note Regarding Appendices A – I

For purposes of Item 2(c) as it pertains to an executive officer or director of one of the Reporting Persons whose principal employer is Inland Real Estate Investment Corporation (“ IREIC ”) or The Inland Group, Inc. (“ TIGI ”), the principal business of each of those corporations is providing property management, leasing, marketing, acquisition, disposition, development, redevelopment, renovation, construction, finance, investment products and other services related to real estate. IREIC is the sole shareholder of Inland American Business Manager & Advisor, Inc. The principal business of Inland American Business Manager & Advisor, Inc. is overseeing and managing Inland American’s day-to-day operations, including identifying potential investment opportunities in real estate assets and assisting the board in evaluating those opportunities; preparing regulatory filings and other reports required by law; administering bookkeeping and accounting functions; and undertaking and performing all services and activities necessary and proper to carry out Inland American’s investment objectives.

Appendix A

Executive Officers and Directors of Inland American

Names and Titles of Inland American Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
J. Michael Borden, Director President and Chief Executive Officer of Freedom Plastics, Inc.,
Rock Valley Trucking Co., Inc., Total Quality Plastics, Inc., Rock
Valley Leasing, Inc., Hufcor Inc., Airwall, Inc. and Soft Heat;
Chief Executive Officer of Hufcor Asia Pacific in China and Hong Kong,
Marashumi Corp. in Malaysia, Hufcor Australia Group, and F. P. Investments. Hufcor, Inc. P.O. Box 591 Janesville, WI 53547 United States Citizen
Thomas F. Glavin, Director Owner of Thomas F. Glavin & Associates, Inc., a
certified public accounting firm started in 1988, and partner in Gateway
Homes, which has zoned, developed and managed a 440 unit manufactured home
park in Frankfort, Illinois as well as single family home sites. 414 Plaza Drive, Suite 304 Westmont, IL 60551 United States Citizen
Brenda G. Gujral, President and Director Chief Executive Officer, Inland Real Estate Investment Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
David Mahon, Director Managing Director of GE Antares Capital and one of GE Antares’ senior
deal professionals in leveraged finance; works in capital markets where he is
responsible for structuring and syndicating GE Antares’ transactions. GE Antares Capital 500 West Monroe Street Chicago, IL 60661 United States Citizen
Thomas F. Meagher, Director Principal stockholder and Chairman of Professional Golf Cars of
Florida; serves on the board of directors of The Private Bank of Chicago,
DuPage Airport Authority and the TWA Plan Oversight Committee. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen

A-1

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Robert D. Parks, Chairman of the Board; Director Chairman, Inland Real Estate Investment Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Paula Saban, Director President and principal stockholder in Newport
Distribution, Inc., a construction products company. Recently retired from Bank of America as Senior Vice
President/Private Client Manager with Bank of America’s Private Bank and Banc
of America Investment Services, Inc. where she managed a diverse client
portfolio; responsible for client management and overall client satisfaction. 807 Tory Court Schaumburg, IL 60173 United States Citizen
William J. Wierzbicki, Director Registered Professional Planner in the Province of Ontario, Canada;
sole proprietor of “ Planning Advisory Services ,” a land-use planning
consulting service providing consultation and advice to various local
governments, developers and individuals; Chairman of the Sault North Planning
Board, which is responsible for land-use planning for 32 unorganized
townships north of the city of Sault Ste. Marie; independent director on the
Sault Area Hospital board of directors and sits on that board’s New Hospital
Planning Committee and the Quality and Performance Committee. 28 Tadcaster Place Sault Ste. Marie, Ontario Canada P6B 5E4 Canadian Citizen
Roberta S. Matlin, Vice President – Administration Senior Vice President, Inland Real Estate Investment Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Lori Foust, Treasurer and Principal Financial Officer Treasurer and Principal Financial Officer of Inland American; Chief
Financial Officer of Inland American Business Manager &
Advisor, Inc.; principally employed by Inland Real Estate Investment
Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Scott W. Wilton, Secretary Secretary of Inland American; Assistant Vice President of The Inland
Real Estate Group, Inc.; Secretary of Inland Real Estate Exchange
Corporation; Secretary of Inland American Business Manager &
Advisor, Inc.; principally employed as Assistant Counsel with The Inland
Real Estate Group, Inc. law department, which provides legal services,
including drafting and negotiating real estate purchase and sales contracts,
leases and other real estate or corporate agreements and documents,
performing due diligence, and rendering legal opinions. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Jack Potts, Principal Accounting Officer Principal Accounting Officer of Inland American and Chief Accounting
Officer of Inland American Business Manager & Advisor, Inc.;
principally employed by Inland Real Estate Investment Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen

A-2

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Appendix B

Executive Officers and Directors of Adviser

Names and Titles of Adviser Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
Brenda G. Gujral, Director and Vice President Chief Executive Officer, Inland Real Estate Investment Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Roberta S. Matlin, Director and President Senior Vice President, Inland Real Estate Investment Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Daniel L. Goodwin, Director Chairman and President, The Inland Group, Inc. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Robert D. Parks, Director Chairman, Inland Real Estate Investment Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Catherine L. Lynch, Treasurer and Secretary Treasurer and Secretary, Inland Real Estate Investment Corporation. 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen

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Appendix C

Executive Officers and Directors of IREIC

Names and Titles of IREIC Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
Daniel
L. Goodwin, Director Chairman
and President, The Inland Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Robert
H. Baum, Director Vice
Chairman, Executive Vice President and General Counsel of The Inland Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Brenda
G. Gujral, Director & Chief Executive Officer Chief
Executive Officer, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Roberta
S. Matlin, Director & Senior Vice President Senior
Vice President, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Robert
D. Parks, Director Chairman,
Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Catherine
L. Lynch, Treasurer and Secretary Treasurer
and Secretary, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
George
A. Pandaleon, Senior Vice President Senior
Vice President, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Ulana
B. Horalewskyj, Senior Vice President Senior
Vice President, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
George
Adamek, Vice President Vice
President, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen

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| Marianne Jones, Vice President | Vice President, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | --- | --- | --- | | Guadalupe Griffin, Vice President | Vice President, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Dawn M. Williams, Vice President-Marketing | Vice President-Marketing, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Sandra Perion, Senior Vice President-Operations | Senior Vice President-Operations, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |

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Appendix D

IREC

Names and Titles of IREC Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
Roland
W. Burris, Director Manager
and chief executive officer of Burris & Lebed Consulting LLC and of
counsel to the law firm Burris, Wright, Slaughter & Tom, LLC since
April 2002. Burris &
Lebed Consulting, LLC 35 East Wacker Drive, Suite 500 Chicago, Illinois 60601 United States Citizen
Thomas
D’Arcy, Chairman Principal
in Bayside Realty Partners, a private real estate company focused on
acquisition, renovation and development of land and income producing real
estate primarily in the New England area. Bayside
Realty Partners 194 Central St. Saugus, MA 01906 United States Citizen
Daniel
L. Goodwin, Director Chairman
and President, The Inland Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Joel
G. Herter, Director Senior
consultant of Wolf & Company LLP, certified public accountants. Wolf &
Company LLP 2100 Clearwater Drive Oak Brook, Illinois 60523 United States Citizen
Heidi
N. Lawton, Director President
of Lawton Realty Group, Inc., a commercial real estate brokerage and
management firm; responsible for all aspects of its operations, including
structuring real estate investments, procuring partners or investors,
acquiring land and properties and obtaining financing for development or
acquisition. Lawton
Realty Group, Inc. 2100 Clearwater Drive Oak Brook, Illinois 60523 United States Citizen
Thomas
H. McAuley, Director President
of Inland Capital Markets Group, Inc., an affiliate of The Inland
Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Thomas
McWilliams, Director Licensed
real estate broker specializing in the development of retail, office and
residential properties in the western suburbs of Chicago; also serves as
president of United Energy Associates, Inc., a full service energy
management company. 1014
Burlington Avenue P. O. Box 3672 Lisle, Illinois 60532 United States Citizen
Joel
D. Simmons, Director Limited
partner of Cohen Financial, a national real estate finance company; focuses
on structuring and managing capital for commercial real estate transactions. Cohen
Financial 520 Lake Cook Road, Suite 350 Deerfield, Illinois 60015 United States Citizen
William
W. Anderson, Vice President - Transactions Vice
President - Transactions, Inland Real Estate Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen

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| Beth Sprecher Brooks, Senior Vice President, Secretary and General Counsel | Senior Vice President, Secretary and General Counsel, Inland Real Estate Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | --- | --- | --- | | Brett A. Brown, Senior Vice President, Chief Financial Officer and Treasurer | Senior Vice President, Chief Financial Officer and Treasurer, Inland Real Estate Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | D. Scott Carr, Senior Vice President of Portfolio Management | President of Inland Commercial Property Management, Inc., IREC’s property management subsidiary. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Mark E. Zalatoris, President and Chief Executive Officer | President and Chief Executive Officer, Inland Real Estate Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |

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Appendix E

Executive Officers and Directors of TIGI

Names and Titles of TIGI Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
Daniel
L. Goodwin, Chairman and President Chairman
and President, The Inland Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Robert
H. Baum Vice Chairman, Executive Vice President and General Counsel Vice
Chairman, Executive Vice President and General Counsel, The Inland
Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
G.
Joseph Cosenza, Vice Chairman Vice
Chairman, The Inland Group, Inc.; President, Inland Real Estate
Acquisitions, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen
Robert
D. Parks, Director Chairman,
Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United States Citizen

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CUSIP No. 379302102

Appendix F

Executive Officers and Directors of Inland Western

Names and Titles of Inland Western Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
Kenneth
H. Beard, Director President
and chief executive officer of Midwest Mechanical Group, a mechanical
construction and service company. Midwest
Mechanical Group 540 Executive Drive Willowbrook, Illinois 60527 United
States Citizen
Frank
A. Catalano, Jr., Director President
of Catalano & Associates, a real estate company that includes
brokerage, property management and rehabilitation and leasing of office
buildings. Catalano &
Associates 105 South York Road,
Suite 200 Elmhurst, Illinois 60126 United
States Citizen
Paul
R. Gauvreau, Director Retired
chief financial officer, financial vice president and treasurer of Pittway
Corporation, a New York Stock Exchange listed manufacturer and distributor of
professional burglar and fire alarm systems and equipment. 4483
RFD Long Grove, Illinois 60047 United
States Citizen
Gerald
M. Gorski, Director Partner
in the law firm of Gorski and Good located in Wheaton, Illinois, practicing
governmental law. 211
S. Wheaton Ave., Suite 305 Wheaton, Illinois 60187 United
States Citizen
Brenda
G. Gujral, Director Chief
Executive Officer, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
Richard
P. Imperiale, Director President,
Forward Uniplan Advisors, money management firm. Forward
Uniplan Advisors, Inc. 22939 West Overson Road Union Grove, Wisconsin 53182 United
States Citizen
Kenneth
E. Masick, Director Partner,
Wolf & Company, LLP, public accounting firm. Wolf &
Co. 2100 Clearwater Drive Oak Brook, Illinois 60523 United
States Citizen
Barbara
A. Murphy, Director Chairwoman
of the DuPage Republican Party, member of the Illinois Motor Vehicle
Review Board and a member of the Matrimonial Fee Arbitration Board. 850
Saddlewood Glen Ellyn, Illinois 60137 United
States Citizen

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| Niall J. Byrne, Vice President | Vice President, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | --- | --- | --- | | Shane C. Garrison, Chief Investment Officer | Chief Investment Officer, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Steven P. Grimes, Chief Operating Officer, Chief Financial Officer and Treasurer | Chief Operating Officer, Chief Financial Officer and Treasurer, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Dennis Holland, General Counsel and Secretary | General Counsel and Secretary, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | James Kleifges, Chief Accounting Officer | Chief Accounting Officer, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Michael J. O’Hanlon, President and Chief Executive Officer | President and Chief Executive Officer, Inland Western Retail Real Estate Trust, Inc. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen | | Robert D. Parks, Chairman and Director | Chairman, Inland Real Estate Investment Corporation. | 2901 Butterfield Road Oak Brook, Illinois 60523 United States Citizen |

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Appendix G

Executive Officers and Directors of Eagle

Names and Titles of Eagle Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
Daniel
L. Goodwin, President and Director Chairman
and President, The Inland Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
Kiran
C. Joshi, Director and Vice President Director
and Vice President, Inland Real Estate Acquisitions, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
Alan
F. Kremin, Director, Treasurer and Secretary Director,
Chief Financial Officer, Treasurer and Secretary, The Inland Real Estate
Transactions Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen

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Appendix H

Executive Officers and Directors of TIRETG

Names and Titles of TIRETG Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
Daniel
L. Goodwin, President and Director Chairman
and President, The Inland Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
Robert
H. Baum, Director and Vice President Vice
Chairman, Executive Vice President and General Counsel, The Inland
Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
Alan
F. Kremin, Director, Chief Financial Officer, Treasurer and Secretary Director,
Chief Financial Officer, Treasurer and Secretary, The Inland Real Estate
Transactions Group, Inc. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen

H-1

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Appendix I

Executive Officers and Directors of MB REIT

Names and Titles of MB REIT Executive Officers and Directors Principal Occupation or Employment and Business of Principal Employer Business or Residence Address; Citizenship
Lori
Foust, Director and Treasurer Treasurer
and Principal Financial Officer of Inland American; Chief Financial Officer
of Inland American Business Manager & Advisor, Inc.;
principally employed by IREIC. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
Brenda
G. Gujral, Director and President President
and Chief Operating Officer, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
J.
Eric McKinney, Director Executive,
the Minto Group Inc. 300-427
Laurier Avenue West, Ottawa, Ontario, Canada Canadian
Citizen
Robert
D. Parks, Director Chairman,
Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
Greg
Rogers, Director Executive
Vice-President, Minto Commercial Inc. Minto
Commercial Inc. 427 Laurier Avenue West, Suite 1010 Ottawa, Ontario K1R 7Y2, Canada Canadian Citizen
Roberta
S. Matlin, Vice President Senior
Vice President, Inland Real Estate Investment Corporation. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen
Scott
W. Wilton, Secretary Secretary
of Inland American; Assistant Vice President of The Inland Real Estate
Group, Inc.; Secretary of Inland Real Estate Exchange Corporation;
Secretary of Inland American Business Manager & Advisor, Inc.;
principally employed as Assistant Counsel with The Inland Real Estate
Group, Inc. law department, which provides legal services, including
drafting and negotiating real estate purchase and sales contracts, leases and
other real estate or corporate agreements and documents, performing due
diligence, and rendering legal opinions. 2901
Butterfield Road Oak Brook, Illinois 60523 United
States Citizen

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