0001398344-18-001893 Sample Contracts

SERVICES AGREEMENT
Services Agreement • February 9th, 2018 • Bluerock Institutional Mortgage Income Fund • Pennsylvania

This Services Agreement (“Agreement”), by and between Vigilant Compliance, LLC, with an address at Gateway Corporate Center, Suite 216, 223 Wilmington West Chester Pike, Chadds Ford, Pennsylvania 19317 (“Vigilant”), and Bluerock Institutional Mortgage Income Fund (the “Fund”), with an address at 712 Fifth Avenue, 9th Floor, New York, NY 10019.

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RREEF Letterhead]
Investment Sub-Advisory Agreement • February 9th, 2018 • Bluerock Institutional Mortgage Income Fund

The purpose of this letter is to set forth certain, business understandings between RREEF America L.L.C., a Delaware limited liability company (“RREEF”), and Bluerock Credit Fund Advisor, LLC, a Delaware limited liability company (“Bluerock”) with respect to that certain Investment Sub-Advisory Agreement (the “Sub-Advisory Agreement”) pursuant to which RREEF will serve as an investment sub-adviser to the Bluerock Institutional Mortgage Income Credit Fund (or such name as the Fund may be known in the future) (the “Fund”). The content of this side letter agreement shall be shared with the board of trustees of the Fund (the “Board”) in connection with the Board’s consideration of the Sub-Advisory Agreement. (RREEF and Bluerock each may be referred to herein as a “Party” and together, as the “Parties”.)

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • February 9th, 2018 • Bluerock Institutional Mortgage Income Fund • New York

AGREEMENT made as of the ___ day of February ____, 2018 (“Effective Date”) by and between Bluerock Credit Fund Advisor, LLC, a Delaware limited liability corporation (the "Advisor") and Mercer Investment Management, Inc., a Delaware corporation (the “Sub-Advisor”).

SUB-ADVISORY INVESTMENT MANAGEMENT AGREEMENT dated as of February __, 2018
Sub-Advisory Investment Management Agreement • February 9th, 2018 • Bluerock Institutional Mortgage Income Fund • New York

THIS SUB-ADVISORY INVESTMENT MANAGEMENT AGREEMENT (the "Agreement") is entered effective this ___ day of February, 2018 by and between RREEF America L.L.C., a Delaware limited liability company (the "Investment Manager"), and Bluerock Credit Fund Advisor, LLC, a Delaware limited liability company (the "Client").

Expense Limitation Agreement
Expense Limitation Agreement • February 9th, 2018 • Bluerock Institutional Mortgage Income Fund
MANAGEMENT AGREEMENT
Management Agreement • February 9th, 2018 • Bluerock Institutional Mortgage Income Fund • New York

The Fund has been organized to engage in the business of a closed-end management investment company that is operated as an interval fund.

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