Real Estate Investment Trust Advisory Agreement by pellcity27

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									                    Real Estate Investment Trust Advisory Agreement

        Advisory Agreement made this the (date), between (Name of Trust), a real estate
investment Trust formed under the laws of (name of state), with its principal office located at
(street address, city, state, zip code), referred to herein as the Trust, and (Name of Adviser), a
corporation organized and existing under the laws of the state of (name of state), with its
principal office located at (street address, city, state, zip code), referred to herein as the
Adviser.

        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 Adviser

       A.      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, and 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 the 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 respect 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, (year), shall be deemed to be
         $____________________.

         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 (date), and as subsequently amended from time to time.

         D.     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 (number) years and real 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 regarded 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 (number) business days after the end of each 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 Trust 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 Functions

       A.      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
								
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