0001193125-12-132281 Sample Contracts

FORM OF ADVISORY AGREEMENT AMONG RREEF AMERICA PROPERTY INCOME TRUST, INC., RREEF AMERICA PROPERTY INCOME OPERATING PARTNERSHIP, LP, AND RREEF AMERICA L.L.C.
Advisory Agreement • March 26th, 2012 • RREEF America Property Income Trust, Inc. • New York

THIS ADVISORY AGREEMENT (this “Agreement”), dated as of the day of , 2012 and effective as of the date the Registration Statement (as defined below) is declared effective by the Securities and Exchange Commission (the “Effective Date”), is by and among RREEF America Property Income Trust, Inc., a Maryland corporation (the “Company”), RREEF America Property Income Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and RREEF America L.L.C., a Delaware limited liability company (collectively, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.

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FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • March 26th, 2012 • RREEF America Property Income Trust, Inc. • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of the day of , 20 , by and between RREEF America Property Income Trust, Inc. (the “Company”), and (the “Indemnitee”).

FORM OF VALUATION SERVICES AGREEMENT
Valuation Services Agreement • March 26th, 2012 • RREEF America Property Income Trust, Inc. • New York

This VALUATION SERVICES AGREEMENT (“Agreement”) dated as of [ ], 2012, is by and between Altus Group U.S. Inc. (“Altus”) and RREEF America Property Income Trust, Inc. (the “Company”) and shall become effective as of the date the Company commences operations.

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