Wintergreen Advisers – Your Home for Global Value®

Established in 2005, Wintergreen is an independent global money manager based in Mountain Lakes, New Jersey. Wintergreen employs a research-driven value style in managing global securities. The firm was co-founded by David J. Winters (bio), who has 30 years of experience in investment advisory services, including management of registered investment companies. David Winters is the firm’s Chief Executive Officer. Wintergreen Adviser’s co-founder is Liz Cohernour (bio), who has over 30 years’ experience in investment advisory business and is the firm’s Chief Operating Officer. All client assets are managed on a discretionary basis. Wintergreen Fund, Inc. is the primary client of the Adviser.

Wintergreen Way -
A Sensible Long-Term Approach to Global Value Investing for Today and All of Your Tomorrows

We invite you to review this report and to educate your clients and fellow investors about the advantage we give our investors - the Wintergreen Way. To receive a copy of this report, please click on the image to the left, or click here.

Wintergreen Iceberg -
Do Index Funds Accurately Reflect the Expenses Investors Pay?

Wintergreen Advisers says No. Index Fund investors simply do not see the full costs they are paying - Click here for more information.


Pensions & Investments: The S&P 500's hidden $828 billion annual expenses

The following article by Wintergreen's Liz Cohernour was published by Pensions & Investments on March 16, 2017:


Click on the image above to view the article.


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David Winters appeared on CNBC

March 16, 2017

David Winters discusses the effects of rising interest rates on the markets, and what he believes are the benefits of investing in undervalued securities that have pricing power, with CNBC's Akiko Fujita. He also discusses his investments in Heineken, British American Tobacco, and Elbit.


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Wintergreen Advisers Cites Complete Victory in Settlement with Consolidated-Tomoka Land

March 8, 2017

MOUNTAIN LAKES, NJ - On March 6, 2017, Wintergreen Advisers, LLC ("Wintergreen") and Consolidated-Tomoka Land Co. ("CTO", NYSE: CTO) and its directors (collectively, the "Defendants") entered into a settlement agreement whereby CTO shareholders will be permitted to vote on Wintergreen's nominees to CTO's Board of Directors at CTO's 2017 Annual Meeting. This is exactly the relief Wintergreen requested in its complaint against the Defendants and Wintergreen views the settlement as a complete victory, both for itself and for all CTO shareholders.

Wintergreen serves as investment adviser to clients who have collectively owned more than 10% of CTO's shares since 2006 and who currently own more than 27.1% of CTO's shares. In November of 2016, Wintergreen notified CTO of its nomination of four individuals to serve on CTO's Board and to be voted on by shareholders. Rather than engage Wintergreen on the merits, CTO sought to reject Wintergreen's right to nominate directors, effectively taking away the ability of CTO shareholders to choose their own directors. Although Wintergreen attempted in good faith to negotiate with CTO, ultimately Wintergreen was forced to defend its shareholder rights in court.

Wintergreen's Chief Operating Officer Liz Cohernour issued the following statement on behalf of Wintergreen:

"We are extremely pleased to have vindicated our rights as shareholders of CTO and are looking forward to presenting our vision for the future of CTO directly to shareholders and providing them with a real choice at the 2017 Annual Meeting. We believe that our nominees have the expertise and experience to unlock significant unrealized shareholder value in the Company while also implementing sound corporate governance and compensation policies that will benefit shareholders, not senior management. It is a shame the current board has sought to limit the right of CTO's shareholders to choose their board representatives, arguably a shareholder's most important right, in order to stay in power. This is not an isolated incident and represents yet another example of existing management putting their own interests before those of shareholders. In addition to making our case forcefully to fellow CTO shareholders, we look forward to holding CTO and its directors accountable."

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About Wintergreen Advisers

Established in 2005 by Liz Cohernour and David J. Winters, Wintergreen is an independent global money manager that employs a research-driven value style in managing global securities. As of December 31, 2016, Wintergreen Advisers had approximately $540 million under management on behalf of individuals and institutions through its mutual fund and other clients, and is based in Mountain Lakes, New Jersey.

For further information on Wintergreen Advisers, please call 973-263-4500 or visit www.wintergreenadvisers.com. For information, forms and documents regarding our U.S. mutual fund, please visit www.wintergreenfund.com.


Contacts

John McInerney
Makovsky
jmcinerney@makovsky.com
212.508.9628

Wintergreen Advisers
press@wintergreen.com
973-263-4500

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Wintergreen Advisers, LLC Files Complaint against Consolidated-Tomoka Land Co. to Vindicate its Shareholder Right to Propose Director Nominees

February 21, 2017

Wintergreen Advisers, LLC ("Wintergreen" or "the Firm") has brought an action (the "Action") for declaratory judgment and injunctive relief against Consolidated-Tomoka Land Co. ("CTO" or "the Company", NYSE: CTO) and the current members of the Company's Board of Directors (the "Board") in the Circuit Court of the Seventh Judicial Circuit in and for Volusia County, Florida, in order to vindicate its right as a shareholder of the Company to present a proposal to shareholders for the election of four individuals to the Board at the Company's upcoming annual shareholder meeting.

In November 2016, Wintergreen submitted to the Company a proposal to nominate four individuals to the Board at the upcoming annual shareholder meeting (the "Proposal"). Wintergreen proposed these director nominees to represent the interests of all shareholders of CTO. Motivated solely by a desire to stifle legitimate shareholder action that would diminish their control over the Company, and despite in the past ten years never questioning Wintergreen's right to bring nearly-identical proposals, CTO and the Board improperly rejected the Proposal, in violation of state and federal law.

Wintergreen believes that this decision to exclude the Proposal stands on hollow grounds and is yet another example of the lengths to which members of management and the Board, entrenched in their lucrative positions, are willing to go to deny shareholders the right to choose their representatives on the Board and to continue operating in an opaque and deceitful manner, at great expense to the owners of the Company, its shareholders. This result left Wintergreen with little other choice than to defend its rights as a CTO shareholder and bring this Action against CTO, continuing Wintergreen's efforts to take action to find ways to maximize value for all shareholders, improve corporate governance and otherwise ensure that the interests of all shareholders remain protected.

Wintergreen believes that its shareholder proposals over the past ten years have improved corporate governance at CTO and have included the implementation of annual elections of directors, the separation of the roles of CEO and Chairman of the Board, and annual 'say on pay' votes, which have benefitted all CTO shareholders. Wintergreen has endeavored to serve the interests of all shareholders, and this improved corporate governance has also improved CTO's stature as a company.

As evidenced by recent investor sentiment and by the vote at last year's Annual Meeting when over 69% of the votes cast directed CTO to hire an independent advisor to evaluate ways to maximize shareholder value through the sale of CTO, and over 60% of the votes were cast against CTO's proposal to issue additional shares of common stock which would dilute existing shareholders by more than 23% if fully exercised, shareholders have expressed their extreme dissatisfaction with the Company's prolonged value drift.

In the Action, Wintergreen alleges claims for declaratory judgment and injunctive relief: (i) against CTO and the current members of the Board (collectively, the "Defendants") for breach of contract; (ii) against the members of the Board for breach of fiduciary duty; (iii) against all Defendants for declaratory judgment pursuant to Florida Statutes § 86; and (iv) against CTO for violating Federal proxy requirements under Section 14(a) of the Securities Exchange Act and Rule 14a-8, 17 C.F.R. § 24014a-8, promulgated thereunder. Due to the impending dates of CTO's annual meeting and the date set as the record date for shareholders entitled to notice of, and to vote at, the annual meeting, Wintergreen moved for a temporary injunction prohibiting Defendants from filing CTO's proxy statement and holding the annual meeting; or, in the alternative, prohibiting Defendants from including a proposal for the election of directors in CTO's proxy statement and from bringing the election of directors before a vote at the annual meeting, until this litigation is resolved. Wintergreen also moved for a speedy hearing and to shorten the time for Defendants to respond to discovery requests.

Wintergreen believes CTO is wrong on the law and the facts. The Action, motion for temporary injunction, and motion for speedy hearing will be publicly available at https://app02.clerk.org/ccms/ by looking up the case number, 2017 30267 CICI.


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Wintergreen Responds to Consolidated-Tomoka's Desperate Attempt to Block Shareholder Action

Suggests New Directors Needed to Arrest Prolonged Value Drift

January 31, 2017

MOUNTAIN LAKES, NJ - Wintergreen Advisers, LLC serves as investment adviser to clients who have collectively owned more than 10% of Consolidated-Tomoka Land Co. 's ("CTO", NYSE: CTO) shares since 2006, and who currently own more than 27.1% of CTO's shares. Attempting to block our legitimate right to propose nominees to CTO's Board of Directors is yet another example of CTO's Board and management putting their own interests before those of shareholders, and seeking to distract shareholders from their own mismanagement.

As evidenced by recent investor sentiment and by the vote at last year's Annual Meeting of over 69% of the votes cast directing CTO to hire an independent advisor to evaluate ways to maximize shareholder value through the sale of CTO, shareholders are extremely unhappy with the company's prolonged value drift. We believe CTO shareholders would welcome directors with shared values to arrest this drift and we think CTO's current directors and management believe this as well, which is why they are trying desperately to keep Wintergreen's nominees off the ballot.

If our goal was to exit this investment at any cost, we would take CTO up on its repeated offers to buy back all or a large portion of our shares (which according to them we apparently do not own). However, we believe in the value of CTO and its underlying properties, and wish to maximize this value to the benefit of all shareholders. If CTO's Board and management acted with similar goals and in accordance with their fiduciary obligations, we would not be having this discussion.


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David Winters appeared on CNBC's Power Lunch

November 17, 2016

David Winters discusses where he sees current investment opportunities and the hidden expenses of owning index funds with Brian Sullivan and Michelle Caruso-Cabrera on CNBC's Power Lunch. He also discusses his investments in Union Pacific, British American Tobacco, Reynolds American, and Altria.


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David Winters discusses the hidden dangers and fees of ETF investing with Yahoo Finance

September 22, 2016

David Winters talks with Yahoo Finance's Jared Blikre about the problems he sees with not only the universe of 5,000 ETFs, but specifically with stock index ETFs.


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David Winters discusses "look-through expenses" on CNBC's Closing Bell

September 19, 2016

David Winters discusses hidden "look-through expenses" and the implications of the recent flow of investor money into index funds and exchange traded funds ("ETFs") with Kelly Evans on CNBC's Closing Bell.


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David Winters discusses "look-through expenses" in the New York Times article "Stung Twice By Lavish Pay At the Top"

July 10, 2016

David Winters and Liz Cohernour discuss "look-through expenses" with New York Times columnist Gretchen Morgenson. Winters says, "We realized that dilution was systemic in the Standard & Poor's 500, and that buybacks were being used not necessarily to benefit the shareholder but to offset the dilution from executive compensation."



Research by Wintergreen Advisers reveals that look-through expenses may seriously affect your investment returns.

July 7, 2016

(Click on the graphic to access a downloadable PDF)


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David Winters appeared on "Bloomberg Surveillance."

June 28, 2016

David Winters talks to Bloomberg's Tom Keene and Francine Lacqua about his investing strategy in the aftermath of the U.K.'s Brexit referendum and the risks of the recent flow of money into index funds. He also discusses why he likes British American Tobacco, Heineken, and Nestle.


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Liz Cohernour Discusses the Outcome of Consolidated-Tomoka's 2016 Proxy Vote with The Deal's Alicia McElhaney

April 28, 2016

Following Consolidated-Tomoka's Annual Meeting of Shareholders on April 27, 2016, Wintergreen's Liz Cohernour discusses how the votes cast by CTO shareholders have sent a "clear message to the board" by voting against two proposals, and supporting the proposal for CTO to hire an independent adviser to evaluate ways to maximize shareholder value.


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Wintergreen Advisers, LLC to Oppose Consolidated-Tomoka Land Co. Proposed Share Issuance that It Believes Could Dilute Current Holders by 23%, and Support Proposal to Hire Independent Advisor to Maximize Shareholder Value

Wintergreen Advisers also Files 13D Indicating 26% Deemed Beneficial Ownership of Consolidated-Tomoka Land Co.

April 7, 2016

MOUNTAIN LAKES, NJ - Wintergreen Advisers, LLC ("Wintergreen" or "the Firm") today announced that it intends to vote against certain proxy items proposed by Consolidated-Tomoka Land Co. ("CTO" or "the Company", NYSE: CTO), including the Item 5 proposal to issue additional shares of common stock. According to Wintergreen's analysis of CTO's proxy statement, Wintergreen believes this issuance, if fully exercised, could dilute existing CTO shareholders to the tune of more than 23%. Accordingly, the Firm believes that this proposal is destructive to the interests of CTO shareholders and it plans on voting no to Item 5.

To help illustrate what this dilution means for a shareholder of CTO, if this proposal passes and the Company issues the full amount of the requested shares, a shareholder who owns $1,000 worth of stock would be diluted such that the value of the shares immediately after the additional stock is issued, would be $765.

In a letter filed with the Securities and Exchange Commission ("SEC"), Wintergreen indicated it will support the Wintergreen proposal to request that CTO hire an independent adviser to evaluate ways to maximize shareholder value. Wintergreen believes that shares of CTO are extremely undervalued and that substantial value is available to be unlocked quickly. Wintergreen believes an independent third party would accelerate this process by assisting CTO's Board of Directors (the "Board") in identifying viable opportunities to maximize shareholder value. The letter is included below.

In its letter, Wintergreen also indicated that it plans to vote against the following Board sponsored proposals:
- Against the re-election of each director
- Against the ratification of the appointment of Grant Thornton, LLP as auditor
- Against the advisory vote to approve executive compensation

Wintergreen's Schedule 13D, filed with the SEC, also indicates Wintergreen's 26% deemed beneficial ownership of CTO as of April 6, 2016. To view the SEC filing, click here.

Wintergreen believes these items are not in the best interest of CTO shareholders, and that shareholders deserve better than this.


Wintergreen to Vote YES to Item 4
Wintergreen Proposal to Hire Independent Advisor to Maximize CTO Shareholder Value
And
Wintergreen to vote NO to Item 5
Board Proposal to Approve Issuance of Additional Shares of Common Stock

April 6, 2016

Wintergreen Advisers, LLC ("Wintergreen") supports its proposal to request that Consolidated-Tomoka Land Co. ("CTO" or "Company") hire an independent adviser to evaluate ways to maximize shareholder value. We believe that shares of CTO are extremely undervalued and that substantial value is available to be unlocked quickly. We believe an independent third party would accelerate this process by assisting CTO's board of directors (the "Board") in identifying viable opportunities to maximize shareholder value.

We plan to vote against certain other proxy items including the Board's Item 5 proposal to issue additional shares of common stock 1. According to our analysis of the proxy statement, we believe this issuance, if fully exercised, could dilute existing CTO shareholders to the tune of more than 23%. Accordingly, we believe that this proposal is destructive to the interests of CTO shareholders and we plan on voting no to Item 5, as described more fully below.

To help illustrate what this dilution means for a shareholder of CTO, if this proposal passes and the Company issues the full amount of the requested shares, a shareholder who owns $1,000 worth of stock would be diluted such that the value of the shares immediately after the additional stock is issued, would be $765.

We plan to vote against the following Board sponsored proposals:
- Against the issuance of additional shares of CTO
- Against the re-election of each director
- Against the ratification of the appointment of Grant Thornton, LLP as auditor
- Against the advisory vote to approve executive compensation

As outlined in detail below, we believe these items are not in the best interest of CTO shareholders, and that shareholders deserve better than this.

Item 1. We intend to vote against the re-election of all 7 directors.

We believe that the Board has failed to look out for the best interests of CTO shareholders. The Board's latest transgression is a proxy statement that includes a proposal to issue more than 1.3 million shares, which could by our calculations, result in dilution of over 23% for existing shareholders. We do not believe there is a beneficial reason to shareholders for this issuance and think that better financing options are clearly available. Additionally, we view the proposal to increase compensation for what we believe to be a failed management team is egregious and another indication that the Board needs to be replaced.

Further, we have reached out to the Board on multiple occasions in an attempt to work with the Board on the issues that we have identified, but we have not received a satisfactory response. In our view the Board has expressed an interest to rubber stamp management's actions and is no longer focused on its true role - to look after the interests of CTO shareholders.

Item 2. We intend to vote against the ratification of the appointment of Grant Thornton as auditor.

In a series of letters to the Board 2, we have identified what we believe to be deficiencies in CTO's publicly filed reports. We also find it alarming that over a two-year period, Grant Thornton's audit fees have doubled without a clear explanation to CTO shareholders as to why this has occurred. We believe that the engagement of a new audit firm that can undertake a thorough review of CTO's financial statements and disclosures would benefit all shareholders.

Item 3. We intend to vote against the approval of executive compensation.

We think increasing John Albright's total compensation (including stock and option awards) by over five times his 2015 compensation is reckless, destructive, and undeserved. We believe CTO's recent share price performance has been abysmal. Its -5.5% performance in 2015 fell well behind both the overall S&P 500's return of +1.4% and the REIT Index's return of +1.4% 3. With the rebound in local real estate prices, and the low interest rate environment, we believe management's actions have detracted from share performance and absolutely no increase in compensation is warranted. We also find it very curious that CTO has shifted the membership of its peer group twice in the last three years, and also uses a different listing of "peers" in CTO's investor presentations than what is contained in CTO's annual report. We think this constant shifting and misdirection has become all too commonplace for this management team and shareholders should not reward this type of behavior.

Additionally, in our view, Mr. Albright has demonstrated a pattern of taking on dangerous amounts of leverage, both with regards to CTO and his personal dealings. As detailed in the 2016 proxy, Mr. Albright beneficially owns 109,446 4 shares of CTO. However, footnote 7, in much smaller print, reveals that Mr. Albright has pledged most of these shares in a margin trading account and as security for a line of credit. We think leveraging his CTO shares is risky and if CTO's market value declines, Mr. Albright could be subject to a margin call that may force him to liquidate his CTO shares. Under Mr. Albright's leadership, CTO has also taken on what we believe to be a dangerous amount of leverage which could lead to disastrous results for CTO shareholders. As recently as 2010, the Company wrote of the risks of leverage, writing to shareholders that "...The real estate market has always been cyclical. In down markets, significant debt can severely weaken a real estate company by forcing it to sell off valuable assets at a discount..." 5 Given CTO's recent use of leverage, it seems to us that the lessons of the past have been forgotten.

Wintergreen will not support a plan to increase the compensation of Mr. Albright by more than five times his prior year's pay. Nothing we have seen from Mr. Albright justifies this increase.

Item 4. We will vote for the hiring of an independent advisor to evaluate ways to maximize shareholder value.

We are pleased that Deutsche Bank was hired to pursue the directive of our proxy proposal: to explore strategic alternatives to enhance shareholder value, including the possible liquidation of assets or the sale of the company. This is a good first step. At this point, we cannot tell precisely what instructions have been given to Deutsche Bank as investment banker advisor, nor can we know how vigorously it will be permitted by the Board to explore all meaningful strategic paths for maximizing shareholder value. That said, we believe CTO is trading at a massive discount to the value of its underlying assets and that if Deutsche Bank acts in accordance with our proposal, we think it will uncover numerous opportunities to unlock shareholder value.

We question the Company's motives for not supporting the Wintergreen Proposal. We do not believe that the continued pursuit of the Company's business plan is a viable option. We think it is time to initiate, expedite and ultimately finalize a sales process while interest rates remain low in order to take advantage of the ongoing real estate market recovery. We have heard from many other CTO shareholders who support our proposal. We believe prior and current CTO management alike has failed to enhance shareholder value beyond a slight reflection of the recovery of the real estate market and a potential sale could be the best way to unlock CTO's value.

Item 5. We will vote against the issuance of additional shares.

We believe there is absolutely no need to dilute shareholders by issuing common stock - there are several tax efficient transactions that the Company could pursue without diluting shareholders.

The Company's current obligation to bond holders is significant, approximately $75 million. To meet its payment obligations without issuing additional shares and diluting shareholders potentially by over 23%, the Company has available to it:
1. The Raleigh, North Carolina office complex, purchased in November 2015 for $42.3m 6
2. The Commercial Loan Portfolio of approximately $38.3m 7
3. The land pipeline sales of approximately $56m 8 that will be closing in the coming years
4. The approximately $8.7 million in treasury stock (subject to CTO's share price)

We believe the Company could liquidate (or, in the case of the treasury stock, sell) these assets to raise much needed cash. We believe the Company should use any excess proceeds to repay debt and begin the process of deleveraging the Company. The proceeds of the sale of the investment portfolio, which was recently liquidated at a substantial loss 9, should also be used to reduce debt in preparation for the upcoming need for cash. Between now and the bonds' 2020 conversion date, we believe there is ample opportunity for the Board to responsibly meet bond holder obligations while also addressing shareholder concerns. Wintergreen believes that potentially diluting shareholders to the tune of 23% (if the additional shares are fully issued) is NOT the preferred method for CTO to meet its obligations to bond holders.

Accordingly, Wintergreen intends to vote "AGAINST"
- Item 1: Against each of the seven directors nominated for one year terms
- Item 2: Against the ratification of the appointment of Grant Thornton, LLP as auditor
- Item 3: Against the advisory vote to approve executive compensation
- Item 5: Against the issuance of additional shares of CTO

Wintergreen intends to vote "FOR"
- Item 4: For the hiring of an independent advisor to evaluate ways to maximize shareholder value

Liz Cohernour, COO
David J. Winters, CEO

THIS IS NOT A SOLICITATION OF DIRECT OR INDIRECT AUTHORITY TO VOTE YOUR PROXY. PLEASE DO NOT SEND US YOUR PROXY CARD; WINTERGREEN ADVISERS, LLC AND ITS AFFILIATES ARE NOT ABLE TO VOTE YOUR PROXIES AND THIS COMMUNICATION DOES NOT CONTEMPLATE SUCH AN EVENT. THE INFORMATION CONTAINED HEREIN IS NOT AND SHOULD NOT BE CONSTRUED AS INVESTMENT ADVICE, AND DOES NOT PURPORT TO BE AND DOES NOT EXPRESS ANY OPINION AS TO THE PRICE AT WHICH THE SECURITIES OF CONSOLIDATED-TOMOKA LAND CO. MAY TRADE AT ANY TIME. THE INFORMATION AND OPINIONS PROVIDED HEREIN SHOULD NOT BE TAKEN AS SPECIFIC ADVICE ON THE MERITS OF ANY INVESTMENT DECISION. INVESTORS SHOULD MAKE THEIR OWN DECISIONS REGARDING CONSOLIDATED-TOMOKA LAND CO. AND ITS PROSPECTS BASED ON SUCH INVESTORS' OWN REVIEW OF PUBLICLY AVAILABLE INFORMATION AND SHOULD NOT RELY ON THE INFORMATION CONTAINED HEREIN. NEITHER WINTERGREEN ADVISERS, LLC, NOR ANY OF ITS AFFILIATES ACCEPTS ANY LIABILITY WHATSOEVER FOR ANY DIRECT OR CONSEQUENTIAL LOSS HOWSOEVER ARISING, DIRECTLY OR INDIRECTLY, FROM ANY USE OF THE INFORMATION CONTAINED HEREIN. MANY OF THE STATEMENTS IN THIS LETTER REFLECT OUR SUBJECTIVE BELIEF.

1. CTO is proposing issuing up to 1,387,860 shares. As of February 19, 2016, CTO had 5,905,313 shares outstanding.
2. Wintergreen has written to the Board on multiple occasions, including our letters dated December 17, 2015: "Wintergreen Sees Possible Securities Law Violations at CTO", January 12, 2016: "Wintergreen Cites What It Sees as Further Disclosure Failings at CTO", and February 17, 2016: "Wintergreen Pleased That CTO has hired Deutsche Bank to pursue the directive of Wintergreen's Proxy Proposal", among others.
3. Consolidated-Tomoka Land Co: Investor Presentation, March 7, 2016, page 8.
4. Consolidated-Tomoka Land Co: Definitive Proxy, March 15, 2016, page 18.
5. Consolidated-Tomoka Land Co: 10-K, 2010.
6. Consolidated-Tomoka Land Co: 8-K, November 12, 2015.
7. Consolidated-Tomoka Land Co: 10-K, March 1, 2016.
8. Consolidated-Tomoka Land Co: Investor Presentation, March 7, 2016.
9. Consolidated-Tomoka Land Co. 8-K, March 31, 2016.


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