MARKETING SUPPORT
AGREEMENT
This MARKETING
SUPPORT AGREEMENT (this “ Agreement ”) is
entered into on this the day of
, 200_, by and between UNITED DEVELOPMENT FUNDING IV, a Maryland
real estate investment trust (the “ Trust ”),
and UMTH Funding Services, L.P., a Delaware limited partnership
(“ UMTH Funding ”).
WHEREAS ,
the Trust will offer its common shares of beneficial interest to
the public in an offering to be registered with the Securities and
Exchange Commission and the securities commissions of certain
identified states (the “ Offering ”);
WHEREAS ,
the Trust desires to avail itself of the experience, sources of
information, advice and assistance of UMTH Funding and to have UMTH
Funding undertake the duties and responsibilities hereinafter set
forth, subject to the supervision of the Chief Executive Officer of
the Trust; and
WHEREAS ,
UMTH Funding is willing to undertake to render such services,
subject to the supervision of the Chief Executive Officer of the
Trust, on the terms and conditions hereinafter set
forth.
NOW,
THEREFORE , in consideration of the foregoing and of the mutual
covenants and agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
MARKETING SUPPORT
SERVICES
1.01
Appointment . The Trust hereby appoints UMTH Funding
to provide to the Trust marketing support services on the terms and
conditions set forth in this Agreement, and UMTH Funding hereby
accepts such appointment.
1.02
Duties of UMTH Funding . UMTH Funding undertakes to
use its best efforts to provide the Trust, its wholesalers and
selected dealers with such services as may be reasonably requested
by the Trust to support the Trust’s offering of its common
shares of beneficial interest. In performance of this undertaking,
subject to the supervision of the Chief Executive Officer of the
Trust and consistent with the provisions of the Trust’s most
recent prospectus relating to the Offering (the “
Prospectus ”) and Declaration of Trust, as amended
(the “ Charter ”), UMTH Funding shall, either
directly or by engaging a third party approved by the Chief
Executive Officer of the Trust:
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(a)
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advise the Trust with respect to
marketing its common shares of beneficial interest;
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(b)
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oversee the selection of selected
dealers and direct proper documentation and recordkeeping relating
to such selected dealers;
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(c)
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coordinate the due diligence process
conducted by the various selected dealers including coordinating
the gathering of requested information and preparation of due
diligence response packages and correspondence, as well as serving
as liaison among the respective due diligence
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officers, the
Trust and other constituencies, such as outside auditors and
attorneys, from whom information relating to the Trust is required;
and
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(d)
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investigate, select, and, on behalf
of the Trust, engage such vendors or other persons UMTH Funding
deems necessary to the proper performance of its obligations
hereunder, including but not limited to creative design and
printing firms.
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1.03
Prohibited Activities of UMTH Funding . UMTH Funding
hereby represents that it is not associated with (i) a broker
as defined in Section 3(a)(4) of the Securities Exchange Act
of 1934, as amended, or (ii) an investment adviser as defined
in Section 202(a)(11) of the Investment Advisers Act of 1940,
and does not engage in the sale of securities. As such, UMTH
Funding agrees that it will not negotiate with or make any
recommendations, render any investment advice, provide any opinion
or make representations to any potential investor or any of such
potential investor’s directors, officers, employees, agents
or other representatives, regarding a potential investment in the
Trust.
1.04
Other Activities of UMTH Funding . Nothing herein
contained shall prevent UMTH Funding or its affiliates from
engaging in other activities, including, without limitation, the
rendering of services to other persons (including affiliates of the
Trust); nor shall this Agreement limit or restrict the right of the
general partner of UMTH Funding or any director, officer, employee
or affiliate of UMTH Funding to engage in any other business or to
render services of any kind to any other person.
2.01
Marketing Support Fee . The Trust shall pay UMTH
Funding a monthly Marketing Support Fee in an amount equal to 0.9%
of the gross proceeds received by the Trust in connection with the
Offering during the preceding month, provided however, that no
Marketing Support Fee will be paid with respect to proceeds to the
Trust from the sale of common shares of beneficial interest under
the Trust’s distribution reinvestment plan as described in
the Prospectus. The Marketing Support Fee may or may not be taken,
in whole or in part as to any given month, in the sole discretion
of UMTH Funding. All or any portion of the
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