Real Estate Investment Trust Advisory Agreement Page 1 of 15 Real Estate Investment Trust Advisory Agreement Advisory Agreement made this the day of , 20 , between , a real estate investment Trust formed under (Name of Trust) the laws of , with its principal office located at (Name of State) , referred to herein as the Trust, and (Street Address, City, County, State, Zip Code) , a corporation organized and existing under the (Name of Adviser) laws of the state of , with its principal office located at (Name of State) , referred to herein as the Adviser. (Street Address, City, County, State, Zip Code) Whereas, the Trust desires to avail itself of the experience, sources of information,
advice, and assistance available to the Adviser and to have the Adviser undertake the duties and
responsibilities set forth below, on behalf of and subject to the supervision of the Trustees of the
Trust, all as provided in this Agreement; and Whereas, the Adviser is willing to render such services, subject to the supervision of the
Trustees, on the terms and conditions set forth below;Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows: I.Duties of AdviserA. The Adviser shall use its best efforts to present to the Trust a continuing and
suitable investment program consistent with the investment policies and objectives of the
Trust, and, subject to the supervision of the Trustees:1.To serve as the Trust's Investment Adviser, including recommending
changes in the Trust's investment policies when appropriate;2.To originate, investigate and evaluate investment opportunities and
recommend them to the Trustees;3.To manage the Trust's short-term investments, including the acquisition
and sale of money market instruments in accordance with the Trust's policies; 4.To administer the day-to-day investment operations of the Trust;5.To investigate, select and conduct business and relationships on behalf of
the Trust with borrowers, lenders, mortgage loan originators, builders, developers,
Real Estate Investment Trust Advisory Agreement Page 2 of 15and other individuals, corporations and entities in furtherance of the investment
activities of the Trust;6.To invest and reinvest any money of the Trust;7.To obtain for the Trust such services as may be required for property
management and other activities relating to the investment portfolio of the Trust; 8. To advise the Trust in connection with negotiations with investment
banking firms, securities brokers or dealers or securities investors in connection
with the public or private sale of securities of the Trust;9.To provide personnel, office space and office equipment, or the use of the above, necessary or advisable to carry out its function as the Adviser to the Trust;
and 10.To make reports to the Trustees from time to time of its performance of
the above-mentioned services.B.Recommendations from the Adviser as to investments by the Trust will be
generated through the Adviser's mortgage loan department. In recommending
investments or participations in them to the Trust, the management of the Adviser will
select from the available investment opportunities those that it believes consistent with
the Trust's investment objectives. These investments will be generally representative of
comparable investments of similar quality being made by the Adviser for its own
account. Neither the Adviser nor any of its affiliates shall have any obligation to present
to the Trust any particular investment opportunity that comes to the Adviser or such
affiliate, even if the opportunity is such that, if presented to the Trust, it could be taken by
the Trust.C. Nothing contained in this Agreement shall prevent the Adviser from engaging in
other businesses or from acting as an adviser to or as an investment manager for any
other person even though the Adviser has or may have investment policies similar to the
Trust or interests in any particular investment that are or may be adverse to the interest of
the Trust in the same or any related investment. The Adviser shall be free from any
obligation to present to the Trust any particular investment opportunity that comes to the
Adviser, regardless of whether the opportunity is within the Trust's investment policies,
provided, however, that the Adviser shall act on a basis that is fair and reasonable to the
Trust and its shareholders in selecting from among the particular investment
opportunities that come to the Adviser that it presents to the Trust.D. Adviser shall from time to time furnish the Trust with information, on a
confidential basis, of any investment opportunity within the Trust's investment policies
that the Adviser subsequently decides to accept for its own account and, to the extent that
the Adviser deems it consistent with its obligations and legally permissible (if requested
by the Trust not later than the date of the second meeting of the Investment Committee of
Real Estate Investment Trust Advisory Agreement Page 3 of 15the Trust that next follows the date on which the Adviser informs the Trust of such
investment opportunity and of the Adviser's decision to accept such investment
opportunity for its own account), shall grant to the Trust a participation of equal terms in
such investment opportunity to the extent of % of the aggregate amount
invested in it by the Trust and the Adviser. By mutual agreement of the Trust and the
Adviser, the Trust's participation in such an investment may be greater than %.
On the request of the Trust, the Adviser shall permit the Trustees to review other
investment opportunities within the Trust's investment policy that are presented to the
Adviser's Finance Committee for investment by the Adviser for its own account, but not
approved by such Committee and, at the request of the Trust, shall use its best efforts to
make available any of such opportunities to the Trust for investment.
II.Servicing Functions. Adviser agrees by this Agreement to provide the requisite
servicing of the Trust's mortgage loans and real property investments. These servicing functions
may be performed directly by the Adviser or by others, but the Adviser shall, in any event, be
responsible for the supervision of such servicing performed by others. The servicing functions
shall include the review of appraisal reports and title opinions or reports from independent
counsel for the Trust, the collection of all payments when due, the supervision of the payment of
taxes, special assessments, fire and other insurance premiums, and any other required payments,
to the extent of funds collected, and the remission to the Trust of the balance. In the event of a
default on an investment, the Adviser shall advise the Trust and supervise foreclosure or other
remedies on the direction of the Trustees.III.Compliance with REIT Qualifications and Declaration of Trust. Anything else in this
Agreement to the contrary notwithstanding, the Adviser shall refrain from any action that, in its
sole judgment made in good faith, or in the judgment of the Trustees (of which the Adviser has
notice): (a) would adversely affect the status of the Trust as a real estate investment trust, as
defined and limited in the Internal Revenue Code of 1986, as amended (26 U.S.C.A. §§ 856 to
859), and the regulations promulgated under the Code; or (b) would violate any law, rule or
regulation of any governmental body or agency having jurisdiction over the Trust or would
otherwise not be permitted by the Declaration of Trust.IV.Records. The Adviser shall maintain appropriate books of account and records relating to
services performed under this Agreement, which books of account and records shall be
accessible for inspections by the Trust at any time during ordinary business hours.V.Bank Accounts. The Adviser may establish and maintain one or more bank accounts in
its own name, and may collect and deposit into any such account or accounts, and disburse from
any such account or accounts, any money on behalf of the Trust, under such terms and conditions
as the Trustees may approve, and the Adviser shall from time to time render appropriate
accounting of such collections and payments to the Trustees and to the auditors of the Trust.VI.Bond. The Adviser shall maintain such fidelity bond with a responsible surety company
and in such amount (not less than $ per person) as may be required by the Trust
from time to time, covering all officers and employees of the Adviser handling funds of the Trust
and any investment documents or papers. This bond shall inure to the benefit of the Trust in
Real Estate Investment Trust Advisory Agreement Page 4 of 15respect of losses of any such property from acts of such officers and employees through theft,
embezzlement, fraud, negligence in act, error or omission, or otherwise. The premium for this
bond shall be at the expense of the Trust.VII. Information Furnished Adviser. The Trustees shall at all times keep the Adviser fully
informed with regard to the investment policy of the Trust, the capitalization policy of the Trust,
and generally their then current intentions as to the future of the Trust. In particular, the Trustees
shall notify the Adviser promptly of their intention to sell or otherwise dispose of any of the
Trust's investments, or to make any new investment. The Trust shall furnish the Adviser with a
copy of all financial statements, a signed copy of each report or opinion prepared by independent
public accountants, and such other information with regard to its affairs as the Adviser may from
time to time reasonably request.VIII. Trustees, Officers and Employees of the Adviser. Trustees, officers and employees of
the Adviser or of affiliates of the Adviser may serve as Trustees, officers, agents, nominees or
signatories for the Trust. When executing documents or otherwise acting in such capacities for
the Trust, such persons shall use their respective titles in the Trust. Such persons who are officers
or employees of the Adviser shall not receive compensation from the Trust for their services to
the Trust in any such capacities.IX.Definitions. As used in this Agreement, the following terms have the meanings set forth
below:A.Advisory compensation shall mean for a calendar year an amount determined by
multiplying the shareholder benefit index for such calendar year by the advisory
compensation for the immediately preceding calendar year and shall mean for a part of a
calendar year an amount determined by multiplying the shareholder benefit index for
such part of a calendar year by that portion of the advisory compensation for the
immediately preceding entire calendar year which such part of a calendar year bears to a
whole calendar year. Solely for the purposes of this computation, advisory compensation
for the calendar year ended December 31, , shall be deemed to be (Year) $ .B.Book value of an asset or assets shall mean the value of such asset or assets on
the books of the Trust, reduced by provision for amortization, depreciation or depletion
but before deducting any indebtedness or other liability in respect of the asset or assets.
Depreciable assets shall be included at the lesser of fair market value (in the judgment of
the Trustees) or cost less depreciation. Depreciation shall be computed on a straight-line
basis.C. Declaration of Trust shall mean the Trust's Declaration of Trust dated , (Date) as amended and restated , and as subsequently amended from time to (Date) time.
Real Estate Investment Trust Advisory Agreement Page 5 of 15D.Development loans shall mean mortgage loans made to finance the development
of land into a site or sites suitable for the construction of improvements on them or
suitable for other residential, recreational, commercial, industrial or public uses, and may
include the financing of all or part of the cost of the acquisition of such land or leasehold
interests in them.E.Invested assets shall mean the Trust's total assets (without deduction of any
liabilities), but excluding good will and other intangible assets, cash, cash items, and
obligations of municipal, state and federal governments and governmental agencies. As
so defined, the term shall not include the undisbursed commitments of the Trust in
respect of closed loans or investments. Invested assets shall include obligations secured by a lien on real property owned, or to be acquired, by such governments or
governmental agencies and securities of the Federal Housing Administration, the Federal
National Mortgage Administration, and other governmental agencies issuing securities
backed by a pool of mortgages. F.Long-term and net lease investments shall mean mortgage loans (other than
development loans) with an initial term of more than years and real (Number) property that is under lease to one tenant who is required to pay directly all of the
property taxes, costs and expenses of maintaining the property and who pays rent to the
Trust net of all such taxes, costs and expenses. G.Month-end average invested assets of the Trust for a calendar year shall mean
the average of the amounts reflected in the computations at the end of each month during
such calendar year of invested assets.H. Month-end average net invested assets of the Trust for a calendar year shall
mean the month-end average invested assets of the Trust for such calendar year, minus
the arithmetic average of the liabilities of the Trust at the end of each month during such
calendar year.I.Mortgage loans shall mean notes, debentures, bonds and other evidences of
indebtedness or obligations, that are negotiable or nonnegotiable and that are secured or
collateralized by mortgages, deeds of Trust or other security interests in real property.J.Net income for a calendar year shall mean the net income of the Trust for such
calendar year computed on the basis of its results of operations for such year, plus the amount of any deductions for compensation paid to the Adviser under Sections X, XI
and XII of this Agreement that were deducted in determining such net income, and
excluding extraordinary items and gains and losses from the disposition of assets, all as
certified by the Trust's independent public accountants.K. Operating expenses shall mean for any calendar year the aggregate annual
operating expenses of every character, other than the expenses set forth in Paragraphs A
through N, inclusive, of Section XV of this Agreement, and any other expenses properly
Real Estate Investment Trust Advisory Agreement Page 6 of 15regarded as relating to the maintenance of the Trust.L.Other investments shall mean mortgage loans and real property investments
other than long-term and net lease investments.M.Person shall mean and include individuals, corporations, limited partnerships,
general partnerships, joint stock companies, joint ventures, associations, companies,
trusts, banks, federal savings banks, trust companies, land trusts, business trusts, or other
organizations, whether or not legal entities, and governments and agencies and political
subdivisions of governments.N.Real property shall mean land, ownership or other rights or interests in land
(including leasehold interests as lessee or lessor), and any buildings, structures,
improvements and fixtures located on or used in connection with land and rights in land,
or interests in land, but does not include mortgage loans or interests in mortgage loans.O.Shareholder benefit shall mean the Trust's fully diluted earnings per share
determined in the manner set forth in Opinion No. 15 issued by the Accounting Principles
Board of the American Institute of Certified Public Accountants based on an accrual
method of accounting in accordance with generally accepted accounting principles
consistently applied, adjusted: (i) by the addition of any depreciation and any increase in
the allowance for possible loan losses (however denominated) that were deducted in
determining such earnings per share; and (ii) by the subtraction of a fully diluted per
share basis of any losses (except any losses caused by an act or acts of God) experienced
by and recorded on the books of the Trust. Notwithstanding the above, shareholder
benefit shall not include any amount that would result in the Adviser's receiving any
compensation under this Agreement the receipt of which under any applicable law would
be prohibited or would render this Agreement unenforceable.P.Shareholder benefit index shall mean for a calendar year the quotient obtained
by dividing the amount of shareholder benefit for such calendar year by the amount of
shareholder benefit for the immediately preceding calendar year, and shall mean for a
part of a calendar year the quotient obtained by dividing the amount of shareholder
benefit for such part of a calendar year by that portion of the shareholder benefit for the
immediately preceding entire calendar year that such part of a calendar year bears to a
whole calendar year. X. Compensation for Advisory Functions. The Trust shall pay to the Adviser as
compensation for all services rendered to the Trust under this Agreement (except for
generating and servicing investments for which compensation is to be paid under
Sections XI and XII) for each calendar year advisory compensation as determined under
Section IX, Paragraph A. Within business days after the end of each (Number) month of a calendar year, the Trust shall pay to the Adviser an amount equal to the
difference between the advisory compensation for such calendar year to the end of such
month and the aggregate amount of payments under this section previously made by the
Real Estate Investment Trust Advisory Agreement Page 7 of 15Trust to and not refunded by the Adviser for such calendar year. If at the end of any
quarter of a calendar year the aggregate amount of payments under this section for such calendar year made by the Trust to and not refunded by the Adviser exceeds the advisory
compensation payable under this Agreement for such calendar year to the end of such
quarter, the excess shall be refunded by the Adviser to the Trust within (Number) business days of the date that the Adviser is notified by the Trust of the overpayment. All
of the above-mentioned payments may be based on unaudited financial statements. The
amount of advisory compensation payable under this Agreement for any calendar year
shall be finally determined after the close of the calendar year by independent
accountants satisfactory to the Trust and the Adviser based on audited financial
statements. Any payment by the Trust or repayment by the Adviser which shall be
indicated to be necessary in accordance with this Agreement shall be made promptly after
the completion of the audit.XI. Compensation for Investment Generation FunctionsA. The Trust shall pay to the Adviser as compensation for investment generation
functions, described in Section I of this Agreement, a fee as to any one investment
approved by the investment committee of the Trust or the Trustees during the term of this
Agreement based on the principal amount (which includes, in the case of real property,
the principal amount of any mortgage loan on such property) of such investment, which
fee shall be in the amount of % of the first $ of such investment
and % of the amount, if any, in excess of $ . For the purposes
of this Paragraph A, in the case of an investment that the Trust shares with the Adviser,
the aggregate amount of the investments made by all such persons shall be used to
determine the amount of the Adviser's fee, but the Adviser shall be entitled to a fee under
this Agreement only in regard to the Trust's portion of an investment. Notwithstanding
the preceding provisions of this Paragraph, for any loan as to which at the time the Trust
is first committed to make the loan the borrower has a firm commitment from any person
(including the Trust, or the Adviser) to make a loan to, or purchase the property from, the
borrower, on or before the maturity of the Trust's loan so that the proceeds of such loan
or purchase are to be used to repay the Trust's loan, the fee to which the Adviser is
entitled shall be one-half of the fee as determined above.
B. The above-described fee shall be paid to the Adviser when the principal amount
of the investment is disbursed by the Trust. However, if the principal amount of an
investment is disbursed by the Trust in more than one installment, the Trust shall pay to
the Adviser each time the Trust makes a disbursement of the principal amount of the
investment the appropriate percentage, as provided in Paragraph A of this Section XI,
of the amount of principal then disbursed.C. The Trust and the Adviser shall share equally in any fees received by the Trust
from and not refunded to an actual or prospective borrower or seller in regard to any
investment opportunity originated by the Adviser pursuant to this Agreement as to which
the Trust has a right to retain such fees because all or part of the funds committed by the
Real Estate Investment Trust Advisory Agreement Page 8 of 15Trust were not disbursed to such a borrower or seller. The Trust shall deliver to the
Adviser its share of such fees immediately on termination of the Trust's obligation to
refund the fees to such a borrower or seller.XII.Compensation for Servicing Functions A. On the last business day of each calendar month, the Trust shall pay to the
Adviser, as compensation for any servicing functions described in Section II of this
Agreement that the Adviser has performed or undertaken to perform, a fee based on the
book value of all mortgage loans and real property assets of the Trust, in each case as at
the beginning of the month, in respect of which the Adviser has performed or undertaken
to perform such services. The fee shall be equal to one-twelfth of the sum of the amounts
obtained by multiplying the total amount of each investment by the appropriate
percentage as set forth below:1. Long-term and net lease investments: %2. Other investments: % B. For the purpose of this Section XII, in the case of a long-term and net lease
investment that the Trust shares with the Adviser, the aggregate amount of the
investments made by all such persons shall be used to determine the amount of the
compensation payable to the Adviser, but the Adviser shall be entitled to compensation
under this Agreement only in regard to the Trust's portion of an investment. No servicing
compensation shall be payable to the Adviser under this section with respect to any
mortgage loan or real property investment as to which the Trust is paying servicing
compensation to any other person.XIII. Compensation for Additional Services. As and to the extent that the Adviser shall
render any services for the Trust other than those required to be rendered by the Adviser pursuant
to the provisions of this Agreement, such additional services and activities will be compensated
for separately on terms to be agreed on between such party and the Trust from time to time.XIV.Expenses of the Adviser. Without regard to the amount of compensation received under
this Agreement by the Adviser, the Adviser shall bear the following expenses:A. Employment expenses of the personnel employed by the Adviser (other than fees
paid to the Trustees, officers and employees of the Trust who are not officers or
employees of the Adviser, and reimbursement of expenses made to the Trustees, officers
and employees of the Trust, and fees and reimbursements of expenses made to
independent Advisers, independent contractors, mortgage servicers, consultants, managers and other agents employed by or on behalf of the Trust), including, but not
limited to, salaries, wages, payroll taxes, and the cost of employee benefit plans and
temporary help expenses;B. Expenses of servicing investments serviced by the Adviser;
Real Estate Investment Trust Advisory Agreement Page 9 of 15C. Advertising expenses incurred in seeking investments for the Trust;D. Rent, telephone, utilities, office furniture, equipment and machinery (including
computers, to the extent used, and fax equipment), and other office expenses of the
Adviser and the Trust, except as any of such expenses relate to an office maintained by
the Trust separate from the office of the Adviser; andE. Miscellaneous administrative expenses relating to performance by the Adviser of
its functions under this Agreement.XV.Expenses of the Trust. Except as expressly otherwise provided in this Agreement, the
Trust shall pay all its expenses not assumed by the Adviser, and without limiting the generality
of the above, it is specifically agreed that the following expenses of the Trust shall be paid by the
Trust and shall not be paid by the Adviser:A. The cost of borrowed money;B. Taxes on income, taxes and assessments on real property and other taxes
applicable to the Trust;C. Legal, auditing, accounting, underwriting, brokerage, listing, registration
(including all Blue Sky applications) and other fees, the printing, engraving and other
expenses and taxes incurred in connection with the issuance, distribution, transfer,
registration and stock exchange listing of the securities of the Trust;D. Expenses connected with the acquisition, disposition and ownership of real
property, mortgage loans or other property (including the cost of foreclosures, insurance
premiums, legal services, architectural and engineering fees, mortgage taxes, appraisal
and inspection fees, title and abstract expenses, brokerage, sale and leasing commissions,
maintenance, repairs and improvements of property);E. Fees and expenses paid to independent contractors, consultants, managers and
other independent agents employed directly by the Trust in connection with the
acquisition, operation, maintenance, protection and disposition of Trust properties (other
than mortgage and property servicing), including but not limited to salaries, wages,
payroll taxes and cost of employee benefit plans and temporary help expenses;F. Expenses of maintaining and managing real property interests or other investment
assets owned by the Trust;G. Insurance as required by the Trust, other than the cost of Trustees', shareholders'
and Advisers' liability insurance;H. Expenses of organizing or terminating the Trust;I. Expenses connected with payments of dividends or interest or distributions in
Real Estate Investment Trust Advisory Agreement Page 10 of 15cash or any other form made by the Trust to holders of securities of the Trust;J. All expenses connected with communications to holders of securities of the Trust
and the other bookkeeping and clerical work necessary in maintaining relations with
holders of securities, including the cost of printing and mailing certificates for securities
and proxy solicitation materials and reports to such holders and the cost of holding
meetings of holders of the Trust's securities;K. Transfer agents', registrars', authenticating agents', paying agents' and indenture
Trustees' fees and charges;L. Losses and provisions for losses on disposition of assets;M. All provisions for depletion, depreciation and amortization;N. The cost of the fidelity bond or bonds obtained by the Adviser as required by this
Agreement;O. The fees and expenses paid to Trustees, and appraisers, contractors, consultants,
managers, officers, employees and others employed by or on behalf of the Trust;P. To the extent not paid by borrowers from the Trust, loan administration and
mortgage and property servicing fees;Q. The cost of Trustees', shareholders' and Advisers' liability insurance;R. The expenses of revising, amending, converting or modifying the Trust;S. Legal, accounting and auditing fees;T. The cost of any accounting, statistical or bookkeeping equipment necessary for
the maintenance of the books and records of the Trust; andU. Rent, telephone, utilities, office furniture, equipment and machinery (including
computers, to the extent used, and fax equipment), and other office expenses of the Trust,
except as any of such expenses relate to an office maintained by the Trust together with
the office maintained by the Adviser.XVI.Refund by Adviser. Within days after the end of each calendar (Number) year the Adviser will refund to the Trust the amount, if any, by which the operating expenses of
the Trust during such calendar year exceeded the lesser of:A. % of the Trust's month-end average invested assets for such calendar
year (or a proportionately lesser percentage with respect to a calendar year of less than 12
months); or
Real Estate Investment Trust Advisory Agreement Page 11 of 15B.The greater of:1. % of the month-end average net invested assets of the Trust for
such calendar year (or a proportionately lesser percentage with respect to a
calendar year of less than 12 months); or
2. % of the net income of the Trust for such calendar year. The
Adviser shall not be obligated, however, to refund an amount that exceeds the
aggregate of the compensation payable to it under Sections X, XI and XII for
such calendar year.
XVII.Origination and Brokerage Fees. Any remuneration or brokerage fees received and
retained by the Adviser for services rendered in connection with the origination of a mortgage
loan or real property investment acquired by the Trust shall be credited against compensation
payable to the Adviser by the Trust pursuant to Section XI of this Agreement.XVIII.Designation of Trustees. During the term of this Agreement, the Trustees shall use their
best efforts to cause the nomination of persons designated by the Adviser (but not more than
49% of the number of Trustees) to act as Trustees.XIX. Adviser’s Participation in Investments.A. Adviser agrees that:1. During continuation of this Agreement and subject to legal investment
requirements applicable to it, the Adviser will, if requested by the Trust: a.Participate on equal terms with the Trust in any investment
recommended to the Trust by the Adviser to the extent of % of
the aggregate amount invested in it by the Trust and the Adviser, provided
that such request by the Trust is made within days after the
(Number) Trust acts on such recommendation; and b.Retain a participation of at least % in any mortgage loan
(other than a federally insured or guaranteed mortgage loan) sold to the Trust by the Adviser; and
2. If the Trust makes an investment, as a consequence of a recommendation
made by the Adviser, in connection with which the Adviser is engaged to perform
any service for a fee (other than services performed pursuant to this Agreement),
the Adviser shall, or shall cause any other person to, acquire, on the same terms as
the Trust, an interest in the investment at least as large as the Trust's interest.B. The simultaneous acquisition by the Trust and the Adviser of participations in a
loan or other investment shall not be deemed to constitute a purchase or a sale of property
Real Estate Investment Trust Advisory Agreement Page 12 of 15by one of them to the other, provided that the terms, other than the size of the
participation, are not less favorable to the Trust than to such other person.XX.Servicing of Investments on Termination of Agreement. If this Agreement shall
terminate for any reason, all investments of the Trust in which the Adviser had purchased or
committed to purchase a participation shall, for so long as the Adviser's investment in the same
remains unpaid, continue to be served by the Adviser or its designee on the same terms that
existed prior to the termination of this Agreement.XXI. Term; Termination of Agreement A. This Agreement shall continue in force for a period of one year from this date,
and it may be extended from year to year by the affirmative vote of a majority of
Trustees. Notice of renewal shall be given in writing by the Trust to the Adviser not less
than months before the expiration of this Agreement or of any extension (Number) of it.B. Notwithstanding any other provision to the contrary, this Agreement may be
terminated for any reason on days' written notice by the Adviser or on like (Number) notice by the Trust, on vote of a majority of the Trustees, or on vote of the holders of a
majority of the outstanding shares of the Trust. C. This Agreement shall not be assignable by the Adviser without the consent of the
Trust, or by the Trust without the consent of the Adviser, except in the case of assignment
by the Trust to a corporation, trust or other organization that is a successor to the Trust.
Such successor shall be bound under this Agreement and by the terms of the assignment
in the same manner as the Trust is bound under this Agreement.D. At the option solely of the Trustees, this Agreement shall be and become
terminated immediately on written notice of termination from the Trustees to the Adviser
if any of the following events shall occur: 1. If the Adviser shall violate any provision of this Agreement, and after
notice of the violation shall not cure the violation within days; (Number) 2. If the Adviser shall be adjudged bankrupt or insolvent by a court of
competent jurisdiction, or an order made by a court of competent jurisdiction for
the appointment of a receiver, liquidator or Trustee of the Adviser, or of all or
substantially all of its property by reason of the above, or approving any petition
filed against the Adviser for its reorganization, and such adjudication or order
shall remain in force or unstayed for a period of days; or (Number) 3. If the Adviser shall institute proceedings for voluntary bankruptcy or shall
file a petition seeking reorganization under the federal bankruptcy laws, or for
Real Estate Investment Trust Advisory Agreement Page 13 of 15relief under any law for the relief of debtors, or shall consent to the appointment
of a receiver of itself or of all or substantially all of its property, or shall make a
general assignment for the benefit of its creditors, or shall admit in writing its
inability to pay its debts generally, as they become due. 4. Adviser agrees that if any of the events specified in Subparagraphs 2 and
3 of this Paragraph D shall occur, it will give written notice of the fact to the
Trustees within days after the occurrence of such event. (Number) E. From and after the effective date of termination of this Agreement pursuant to
Paragraphs A, B, C and D of this Section XXI, the Adviser shall not (subject to Section
XIII of this Agreement) be entitled to compensation for further services under this
Agreement, but shall be paid all compensation accruing to the date of termination. The
Adviser shall be entitled to compensation under Section XI of this Agreement for any
investment approved by the Investment Committee of the Trust or the Trustees prior to
such termination without regard to whether any portion of the principal amount of such investment was disbursed prior to the termination. On such termination the Adviser shall:1. Pay over to the Trust all moneys collected and held for the account of the
Trust pursuant to this Agreement, after deducting any compensation then payable
and reimbursement for its expenses to which it is then entitled;2. As soon as possible deliver to the Trustees a full accounting, including a
statement showing all payments collected by it and a statement of all moneys held
by it, covering the period following the date of the last accounting furnished to the
Trustees; and3. Deliver to the Trustees all property and documents of the Trust then in the
custody of the Adviser.F. On termination of this Agreement by either party or by its terms, the Trustees
shall, on request of the Adviser, change the name of the Trust to a name not containing
the names or (First Name of Trust) (Second Name of Trust) (or any approximation or abbreviation of them) and sufficiently dissimilar to such names
as to be unlikely to cause confusion with such names or any of them, and shall not allude
in any public statement or advertisement to the former association, except as otherwise
required by law, in which case a statement shall be made that the former association no
longer continues.G. Nothing in this Agreement shall restrict or limit the right of the Adviser to employ
in any manner the names or (First Name of Trust) , or any approximation or abbreviation of (Second Name of Trust)
Real Estate Investment Trust Advisory Agreement Page 14 of 15them, whether or not in combination with any other names or designations. The Trust
agrees that this Agreement shall not constitute a license to use such names in its business,
provided, however, that until the termination of this Agreement the Trust may employ the
words as part of its name. (Acceptable Words) XXII.Effective Date. This Agreement shall be effective on . The Adviser (Date) shall be entitled to compensation as determined under Sections X and XI of this Agreement in
regard to any disbursements made on or after , of the principal amount of an (Date) investment approved by the Investment Committee of the Trust or the Trustees prior to that date.XXIII.MiscellaneousA. The Adviser assumes no responsibility under this Agreement other than to render
the services called for under it in good faith, and shall not be responsible for any action of
the Trustees in following or declining to follow any advice or recommendations of the
Adviser. Neither the Adviser, nor Trustees, officers or employees shall be liable to the
Trust, the Trustees or the holders of securities of the Trust except by reason of acts
constituting bad faith, willful misconduct or reckless disregard of their duties or their not
having acted in good faith in the reasonable belief that their actions were in the best
interests of the Trust.B. The Trust and the Adviser are not partners or joint venturers with each other, and
nothing in this Agreement shall be construed so as to make them partners or joint
venturers or impose any liability as such on either of them. The Adviser shall perform its
duties under this Agreement as an independent contractor, and not as an agent of the
Trust or the Trustees.C. Any notice, report or other communication required or permitted to be given
under this Agreement shall be in writing, unless some other method of giving such notice,
report, or other communication is accepted by the party to whom it is given, and shall be
given by being delivered at the following addresses of the parties to this Agreement:The Trustees or the Trust: ; and (Address of Trust) The Adviser: ; (Address of Adviser) Either party may at any time give notice in writing to the other party of a change of its
address for the purpose of this Paragraph C.D. This Agreement shall not be changed, modified, terminated or discharged in
whole or in part except by an instrument in writing signed by both parties to this
Agreement, or their respective successors or assigns, or otherwise as provided in this
Agreement.
Real Estate Investment Trust Advisory Agreement Page 15 of 15 E.The provisions of this Agreement shall be construed and interpreted in accordance
with the law of as at the time in effect. (Name of State) F.All calculations made pursuant to Sections IX, X, XI and XII of this Agreement
shall be based on statements (which may be unaudited, except as provided in them)
prepared on an accrual basis in accordance with generally accepted accounting principles
as approved by the independent public or certified accountants who shall regularly report
on the financial statements of the Trust, regardless of whether the Trust may also prepare
statements on a different basis.G. The name is the designation of the (Name of Trust) Trustees under a declaration of Trust dated , as amended from time to (Date) time. The obligations under this Agreement are not personally binding on, nor shall resort
be had to the private property of, any of the Trustees, shareholders, officers, employees or
agents of the Trust, but the Trust property only shall be bound.H.Mandatory Arbitration. Notwithstanding the foregoing, and anything herein to
the contrary, any dispute under this Agreement shall be required to be resolved by
binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each
party shall select one arbitrator and both arbitrators shall then select a third. The third
arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the
rules of the American Arbitration Association then in force and effect. WITNESS our signatures as of the day and date first above stated. (Name of Trust) (Name of Adviser) By: By: (Printed Name & Office of Trust) (Printed Name & Office in Adviser) (Signature of Officer) (Signature of Officer) (Acknowledgments before a notary public)
