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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-152760
 
(UNITED DEVELOPMENT FUNDING LOGO)
Up to 35,000,000 common shares of beneficial interest offered to the public
50,000 common shares of beneficial interest minimum
 
 
 
 
United Development Funding IV is a newly organized Maryland real estate investment trust. We were formed primarily to generate current interest income by investing in secured loans and producing profits from investments in residential real estate.
 
We are offering and selling to the public a maximum of 25,000,000 common shares of beneficial interest and a minimum of 50,000 common shares of beneficial interest for $20 per share. We are also offering up to 10,000,000 common shares of beneficial interest to be issued pursuant to our distribution reinvestment plan for $20 per share. We reserve the right to reallocate the common shares of beneficial interest we are offering between the primary offering and our distribution reinvestment plan. The net proceeds of our offering will be invested in secured loans and other real estate assets. You must purchase at least 50 shares for $1,000 if you are purchasing through an IRA or other qualified account. If you are not purchasing through a qualified account, you must purchase at least 125 shares for $2,500; provided, however, that investors in Tennessee must purchase at least 250 shares for $5,000.
 
 
 
 
The Offering:
                                 
                      Proceeds to United
 
                Dealer
    Development
 
    Price to Public     Selling Commissions     Manager Fees     Funding IV  
 
Primary Offering
                               
Per Share
  $ 20.00     $ 1.30     $ 0.70     $ 18.00  
Total Minimum
  $ 1,000,000     $ 65,000     $ 35,000     $ 900,000  
Total Maximum
  $  500,000,000     $  32,500,000     $  17,500,000     $  450,000,000  
Distribution Reinvestment Plan
                               
Per Share
  $ 20.00     $     $     $ 20.00  
Total Minimum
  $     $     $     $  
Total Maximum
  $ 200,000,000     $     $     $ 200,000,000  
 
The shares will be offered to investors on a reasonable best efforts basis, which means the dealer manager will use its reasonable best efforts to sell the shares offered hereby but is not required to sell any specific number or dollar amount of shares and does not have a firm commitment or obligation to purchase any of the offered shares. No selling commissions or dealer manager fees will be paid with respect to shares sold pursuant to our distribution reinvestment plan. We expect that at least 84.47% of the gross offering proceeds raised will be available for our use in secured loans and other real estate assets. This offering will terminate on or before November 12, 2011 unless extended by our board of trustees for an additional year or as otherwise permitted under applicable law or extended with respect to the shares offered under the distribution reinvestment plan.
 
Investing in our shares involves a high degree of risk. You should purchase our shares only if you can afford a complete loss of your investment. See the “Risk Factors” section beginning on page 29 of this prospectus. The most significant risks relating to your investment include the following:
 
  •  No public market currently exists for our common shares of beneficial interest and we do not currently intend to list our shares on a national securities exchange. Our shares cannot be readily sold and, if you are able to sell your shares, you would likely have to sell them at a substantial discount.
 
  •  We have no operating history nor established financing sources. We are a “blind pool” because we do not currently own any secured loans or real estate investments and we have not identified any secured loans or real estate investments to originate or acquire, as the case may be, with proceeds from this offering. You will not have the opportunity to evaluate our loans or investments prior to their origination or purchase. You must rely totally upon our advisor’s ability to select our investments.
 
  •  If we raise substantially less than the maximum offering, we may not be able to invest in a diverse portfolio of secured loans and real estate investments and the value of your investment may fluctuate more widely with the performance of specific investments.
 
  •  Our board of trustees may change the methods of implementing our investment policies without shareholder approval, which could alter the nature of your investment.
 
  •  We are obligated to pay substantial fees to our advisor and its affiliates, some of which are payable based upon factors other than the quality of services provided to us and regardless of our profitability. Our advisor and its affiliates will face conflicts of interest such as competing demands upon their time, their involvement with other entities and the allocation of opportunities among affiliated entities and us. Our agreements with our advisor and its affiliates will not be determined by arm’s-length negotiations.
 
  •  We may incur substantial debt, which could hinder our ability to pay distributions to our shareholders or could decrease the value of your investment in the event that income from, or the value of, the property securing such debt falls.
 
  •  We may not qualify as a real estate investment trust (“REIT”) in a given taxable year. If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax (including any applicable alternative minimum tax) on our taxable income at regular corporate rates, and we may be disqualified from being taxed as a REIT for the four taxable years following the year during which qualification was lost, unless entitled to relief under certain statutory provisions.          
 
  •  In the event we do not have enough cash to make distributions, we may borrow, use proceeds from this offering, issue additional securities or sell assets in order to fund distributions. We have not established any limit on the amount of proceeds from this offering that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT.
 
 
 
 
Neither the Securities and Exchange Commission, the Attorney General of the State of New York nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. No one is authorized to make any statement about this offering different from those that appear in this prospectus. The use of projections or forecasts in this offering is prohibited. Any representation to the contrary and any predictions, written or oral, as to the amount or certainty of any present or future cash benefit or tax consequence that may flow from an investment in this offering is not permitted.
 
The shares are being offered by Realty Capital Securities, LLC, the exclusive dealer manager for this offering, and select members of the Financial Industry Regulatory Authority (FINRA) on a reasonable best efforts basis. The dealer manager and soliciting dealers are not required to sell or purchase any specific number or dollar amount of shares but will use their reasonable best efforts to sell the shares offered hereby. Your subscription payments will be placed in an account held by the escrow agent, LegacyTexas Bank, and will be held in trust for your benefit, pending release to us. If we do not sell at least $1 million of shares by November 12, 2010, which is one year from the date of this prospectus, we will stop selling shares and your funds in the escrow account (including interest if your funds have been held at least 35 days) will be returned to you within ten days after termination of the offering.
 
The date of this prospectus is November 12, 2009


 

 
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EXHIBIT A: PRIOR PERFORMANCE TABLES
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EXHIBIT B: FORM OF SUBSCRIPTION AGREEMENT
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EXHIBIT C: FORM OF DISTRIBUTION REINVESTMENT PLAN
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SUITABILITY STANDARDS
 
General
 
An investment in United Development Funding IV involves significant risk. An investment in our shares is only suitable for persons who have adequate financial means, desire a long-term investment and who will not need immediate liquidity from their investment. Persons who meet this standard and seek to diversify their personal portfolios with a real estate-based investment, seek to receive current interest income and who are able to hold their investment for an indefinite period of time are most likely to benefit from an investment in us. On the other hand, because we cannot guarantee you current income, we caution persons who require guaranteed income or immediate liquidity not to consider an investment in us as meeting these needs.
 
In consideration of these factors, we have established suitability standards for initial shareholders and subsequent purchasers of shares from our investors. These suitability standards require that both initial purchasers of shares and subsequent purchasers of shares from our investors have, excluding the value of a purchaser’s home, furnishings and automobiles, (a) a gross annual income of at least $70,000 and a net worth of at least $70,000, or (b) a net worth of at least $250,000.
 
You must purchase at least 50 shares for $1,000 if you are purchasing through an IRA or other qualified account. If you are not purchasing through a qualified account, you must purchase at least 125 shares for $2,500; provided however, that investors in Tennessee must purchase at least 250 shares for $5,000. You may not transfer shares in an amount less than the minimum purchase requirement. In addition, you may not transfer, fractionalize or subdivide your shares so as to retain less than the number of shares required for the minimum purchase. In order to satisfy the minimum purchase requirements for retirement plans, unless otherwise prohibited by state law, a husband and wife may jointly contribute funds from their separate IRAs. You should note that an investment in our shares will not, in itself, create a retirement plan and that, in order to create a retirement plan, you must comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (Internal Revenue Code). Any retirement plan trustee or individual considering purchasing shares for a retirement plan or an IRA should read carefully the section of this prospectus captioned “Investment by Tax-Exempt Entities and ERISA Considerations.”
 
After you have purchased the minimum investment, all additional purchases must be in amounts of not less than 50 shares ($1,000), except for purchases of shares pursuant to our distribution reinvestment plan, which may be in lesser amounts.
 
Several states have established suitability requirements that are more stringent than the standards that we have established and described above. Investors in California must have, excluding the value of a purchaser’s home, furnishings and automobiles, (a) a gross annual income of at least $70,000 and a net worth of at least $100,000, or (b) a net worth of at least $250,000. Investors in Massachusetts must have, excluding the value of a purchaser’s home, furnishings and automobiles, a gross annual income of at least $85,000 and a net worth of at least $330,000. Investors in Tennessee must have, excluding the value of a purchaser’s home, furnishings and automobiles, (a) a gross annual income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $500,000. Investors in California, Kentucky, Missouri, Ohio, Oregon and Pennsylvania must have a liquid net worth of at least ten times their investment in our shares. Investors in Alabama and Iowa must have a liquid net worth of at least ten times their investment in our shares and other similar programs. Investors in Michigan and Ohio must have a liquid net worth of at least ten times their investment in our shares and securities of affiliated programs. Net worth is to be determined excluding the value of a purchaser’s home, furnishings and automobiles. It also is recommended by the Office of the Kansas Securities Commissioner and the Massachusetts Securities Division that investors in Kansas and Massachusetts should limit their aggregate investment in our shares and other similar investments to not more than 10% of their liquid net worth. For investors in Kansas, liquid net worth is defined as that portion of the investor’s total net worth which consists of cash, cash equivalents and readily marketable securities.
 
Because the minimum offering of our shares is less than $70 million, Pennsylvania investors are cautioned to carefully evaluate our ability to fully accomplish our stated objectives and to inquire as to the current dollar volume of our subscription proceeds.
 
In the case of sales to fiduciary accounts, the suitability standards must be met by one of the following: (1) the fiduciary account, (2) the person who directly or indirectly supplied the funds for the purchase of the


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shares or (3) the beneficiary of the account. These suitability standards are intended to help ensure that an investment in our shares is an appropriate investment, given the long-term nature of an investment in our shares, our investment objectives and the relative illiquidity of our shares.
 
Our sponsor, the dealer manager, soliciting dealers and registered investment advisers or others recommending the purchase of shares in this offering are required to:
 
  •  make every reasonable effort to determine that the purchase of shares is a suitable and appropriate investment for each investor based on information provided by such investor to the soliciting dealer, including such investor’s age, investment objectives, investment experience, income, net worth, financial situation and other investments held by such investor; and
 
  •  maintain records for at least six years of the information used to determine that an investment in our shares is suitable and appropriate for each investor.
 
In making this determination, our sponsor, the dealer manager, your soliciting dealer or registered investment adviser or others recommending the purchase of shares in this offering will, based on a review of the information provided by you, consider whether you:
 
  •  meet the minimum income and net worth standards established by us;
 
  •  can reasonably benefit from an investment in our shares based on your overall investment objectives and portfolio structure;
 
  •  are able to bear the economic risk of the investment based on your overall financial situation; and
 
  •  have an apparent understanding of:
 
  —  the fundamental risks of an investment in our shares;
 
  —  the risk that you may lose your entire investment;
 
  —  the lack of liquidity of our shares;
 
  —  the restrictions on transferability of our shares;
 
  —  the background and qualifications of our advisor; and
 
  —  the tax consequences of an investment in our shares.
 
Restrictions Imposed by the USA PATRIOT Act and Related Acts
 
In accordance with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the USA PATRIOT Act) and related acts, the shares offered hereby may not be offered, sold, transferred or delivered, directly or indirectly, to any “Unacceptable Investor,” which means anyone who is:
 
  •  a “designated national,” “specially designated national,” “specially designated terrorist,” “specially designated global terrorist,” “foreign terrorist organization,” or “blocked person” within the definitions set forth in the Foreign Assets Control Regulations of the U.S. Treasury Department;
 
  •  acting on behalf of, or an entity owned or controlled by, any government against whom the United States maintains economic sanctions or embargoes under the Regulations of the U.S. Treasury Department;
 
  •  within the scope of Executive Order 13224 — Blocking Property and Prohibiting Transactions with Persons who Commit, Threaten to Commit, or Support Terrorism, effective September 24, 2001;
 
  •  a person or entity subject to additional restrictions imposed by any of the following statutes or regulations and executive orders issued thereunder: the Trading with the Enemy Act, the National Emergencies Act, the Antiterrorism and Effective Death Penalty Act of 1996, the International Emergency Economic Powers Act, the United Nations Participation Act, the International Security and Development Cooperation Act, the Nuclear Proliferation Prevention Act of 1994, the Foreign Narcotics Kingpin Designation Act, the Iran and Libya Sanctions Act of 1996, the Cuban Democracy Act, the Cuban Liberty and Democratic Solidarity Act and the Foreign Operations, Export Financing and Related Programs Appropriations Act or any other law of similar import as to any non-U.S. country, as each such act or law has been or may be amended, adjusted, modified or reviewed from time to time; or
 
  •  designated or blocked, associated or involved in terrorism, or subject to restrictions under laws, regulations, or executive orders as may apply in the future similar to those set forth above.


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PROSPECTUS SUMMARY
 
This prospectus summary highlights selected information contained elsewhere in this prospectus. See also the “Questions and Answers About this Offering” section immediately following this summary. This section and the “Questions and Answers About this Offering” section do not contain all of the information that is important to your decision whether to invest in our common shares of beneficial interest. To understand this offering fully, you should read the entire prospectus carefully, including the “Risk Factors” section and the financial statements.
 
United Development Funding IV
 
United Development Funding IV is a newly organized Maryland real estate investment trust that intends to qualify as a real estate investment trust (REIT) under federal tax law. We were formed primarily to generate current interest income by investing in secured loans and producing profits from investments in residential real estate. We intend to derive a significant portion of our income by originating, purchasing, participating in and holding for investment secured loans made directly by us or indirectly through our affiliates to persons and entities for the acquisition and development of parcels of real property as single-family residential lots, and the construction of model and new single-family homes, including development of mixed-use master planned residential communities. We also intend to make direct investments in land for development into single-family lots, new and model homes and portfolios of finished lots and homes; provide credit enhancements to real estate developers, homebuilders, land bankers and other real estate investors (such credit enhancements may take the form of a loan guarantee, the pledge of assets, a letter of credit or an inter-creditor agreement provided by us to a third-party lender for the benefit of a borrower and is intended to enhance the creditworthiness of the borrower, thereby affording the borrower credit at terms it would otherwise be unable to obtain); purchase participations in, or finance for other real estate investors the purchase of, securitized real estate loan pools and discounted cash flows secured by state, county, municipal or other similar assessments levied on real property. We also may enter into joint ventures with unaffiliated real estate developers, homebuilders, land bankers and other real estate investors, or with other United Development Funding-sponsored programs, to originate or acquire, as the case may be, the same kind of secured loans or real estate investments we may originate or acquire directly.
 
Our office is located at The United Development Funding Building, Suite 100, 1301 Municipal Way, Grapevine, Texas 76051. Our telephone number is (214) 370-8960 or (800) 859-9338, and our fax number is (469) 916-0695. We sometimes refer to United Development Funding IV as UDF IV in this prospectus.
 
A website also is maintained for us and affiliates of our advisor at www.udfonline.com that contains information about us and affiliates of our advisor. The contents of that website are not incorporated by reference in or otherwise made a part of this prospectus.
 
Our Advisor
 
UMTH General Services, L.P., a Delaware limited partnership (UMTH GS), is our advisor and is responsible for managing our affairs on a day-to-day basis. Our advisor has engaged UMTH Land Development, L.P., a Delaware limited partnership (UMTH LD), as our asset manager. The asset manager has organized an Investment Committee with the principal function of overseeing the investment and finance activities of the United Development Funding programs managed and advised by our advisor and UMTH LD. The Investment Committee, our advisor and our asset manager will oversee, and provide our board of trustees recommendations regarding, our investments and finance transactions, management, policies and guidelines, and will review investment transaction structures and terms, investment underwriting, investment collateral, investment performance, investment risk management, and our capital structure at both the entity and asset level.
 
Our Management
 
We operate under the direction of our trustees, the members of which are accountable to us and our shareholders as fiduciaries. Currently, we have five trustees, Hollis M. Greenlaw, Phillip K. Marshall, Scot W. O’Brien, J. Heath Malone and Steven J. Finkle. Mr. Marshall, Mr. Malone and Mr. Finkle are each independent of our advisor and its affiliates. Our declaration of trust, which requires that a majority of our trustees be


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independent of us, our advisor, or any of our or our advisor’s affiliates, provides that our independent trustees must approve each investment proposed by our advisor or any of its affiliates, are responsible for reviewing the performance of our advisor and must approve other matters set forth in our declaration of trust. See the “Conflicts of Interest — Certain Conflict Resolution Procedures” section of this prospectus. Our trustees are elected annually by the shareholders. Although we have executive officers who will manage our operations, we do not have any paid employees. For biographical information regarding each of our executive officers and trustees, please see the section of this prospectus entitled, “Management — Executive Officers and Trustees.”
 
Our REIT Status
 
As a REIT, we generally will not be subject to federal income tax on income that we distribute to our shareholders. Under the Internal Revenue Code, REITs are subject to numerous organizational and operational requirements, including a requirement that they distribute at least 90% of their taxable income, excluding income from operations or sales through a taxable REIT subsidiary, or TRS. If we fail to qualify for taxation as a REIT in any year, our income for that year will be taxed at regular corporate rates, and we may be precluded from qualifying for treatment as a REIT for the four years following the year of our failure to qualify as a REIT unless we are entitled to relief under certain statutory provisions. Even if we qualify as a REIT for federal income tax purposes, we may still be subject to state and local taxes on our income and property and to federal income and excise taxes on our undistributed income.
 
Our Dealer Manager
 
Realty Capital Securities, LLC (Realty Capital Securities), member FINRA/SIPC, is based in Boston, Massachusetts and will serve as the exclusive dealer manager for this offering. Realty Capital Securities’ sales, operational and executive management teams have extensive experience in financial services and provide expertise in product distribution, marketing and educational initiatives aimed at the direct investment industry. Realty Capital Securities is not affiliated with us, our advisor or our advisor’s affiliates.
 
Terms of the Offering
 
We are offering to the public a maximum of 25,000,000 common shares of beneficial interest through select members of FINRA. The shares are being offered at a price of $20 per share with discounts available to certain categories of purchasers. We also are offering 10,000,000 shares for sale pursuant to our distribution reinvestment plan at a price of $20 per share. Therefore, a total of 35,000,000 shares are being registered in this offering. We reserve the right to reallocate the common shares of beneficial interest registered in this offering between the primary offering and the distribution reinvestment plan.
 
We will offer shares until the earlier of November 12, 2011 or the date we sell all $500 million worth of shares in our primary offering; provided, however, that the amount of shares registered pursuant to this offering is the amount which, as of the date of this prospectus, we reasonably expect to be offered and sold within two years from the date of this prospectus, and we may extend this offering for an additional year or as otherwise permitted by applicable law; provided, further, that notwithstanding the foregoing, our board of trustees may terminate this offering at any time. If we decide to extend the primary offering for an additional year, we will provide that information in a prospectus supplement. Our board of trustees also may elect to extend the offering period for the shares sold pursuant to our distribution reinvestment plan, in which case participants in the plan will be notified. This offering must be registered, or exempt from registration, in every state in which we offer or sell shares. Generally, such registrations are effective for one year. Therefore, we may have to stop selling shares in any state in which the registration is not renewed annually.
 
The shares are being offered by Realty Capital Securities, the exclusive dealer manager for this offering, and select members of FINRA on a reasonable best efforts basis, which means the dealer manager and soliciting dealers will only be required to use their reasonable best efforts to sell the shares and have no firm commitment or obligation to purchase any of the shares. Subscription proceeds will be placed in an account held by the escrow agent, LegacyTexas Bank, until such time as subscriptions to purchase at least $1 million of common shares of beneficial interest have been received and accepted by us, except that we may not admit


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investors residing in New York as shareholders until we have received and accepted subscriptions aggregating $2.5 million; we may not admit investors residing in Nebraska as shareholders until we have received and accepted subscriptions aggregating $5 million; and we may not admit investors residing in Pennsylvania until we have received and accepted subscriptions aggregating $35 million. Any shares purchased by our advisor or its affiliates will not be counted in calculating the minimum offering. If the minimum offering of $1 million has not been received and accepted by November 12, 2010 (a date which is one year from the date of this prospectus), this offering will terminate and investors’ funds, including interest, to the extent earned and if such funds have been held for more than 35 days, will be returned within ten days after termination of the offering. Funds in escrow will be deposited in an interest-bearing deposit account in accordance with the terms of the escrow agreement. Subscribers may not withdraw funds from the escrow account.
 
After the initial 50,000 shares are sold, we will hold all subscription proceeds in a deposit account in our name until investors are admitted as shareholders, subject to the continuing escrow obligations imposed by certain states as described above. The deposit account will be subject to a control agreement to be entered by us, the dealer manager and the bank where the deposit account is maintained, which control agreement will provide, among other things, that no funds may be withdrawn by us if the dealer manager gives notice that one of the conditions to the dealer manager’s obligations set forth in the amended and restated dealer manager agreement, dated November 10, 2009, as amended from time to time (Dealer Manager Agreement) between us and the dealer manager is not satisfied or waived. We intend to admit new investors at least monthly and oftentimes more frequently. Each time new investors are admitted, we will hold their investment proceeds in our account until we withdraw the funds for the acquisition of secured loans, to make other investments or for the payment of fees and expenses.
 
Summary Risk Factors
 
An investment in our common shares of beneficial interest is subject to significant risks that are described in more detail in the “Risk Factors” and “Conflicts of Interest” sections of this prospectus. If we are unable to effectively manage the impact of these risks, we may not meet our investment objectives and, therefore, you may lose some or all of your investment. The following is a summary of the risks that we believe are most relevant to an investment in our shares:
 
  •  There is no public trading market for the shares, and we do not expect one to develop; therefore, it will be difficult for you to sell your shares. In addition, we do not have a fixed liquidation date. Furthermore, our declaration of trust imposes substantial restrictions on the transfer of shares, and you may not own more than 9.8% of the value of our outstanding shares or more than 9.8% of the number or value, whichever is more restrictive, of our outstanding common shares, unless exempted by our board of trustees. Even if you are able to sell your shares, you will likely have to sell them at a substantial discount.
 
  •  Our board of trustees arbitrarily set the offering price of our shares, and this price bears no relationship to the book or net value of our assets or to our expected operating income. To assist fiduciaries in discharging their obligations under the Employee Retirement Income Security Act of 1974, as amended (ERISA), we intend to provide annual estimates of the current value of a common share of beneficial interest. Until three full fiscal years after the later of this or any subsequent offering of our shares, we intend to use the offering price of shares in our most recent primary offering as the estimated value of a common share of beneficial interest (unless we have made special distributions to shareholders of net proceeds from our assets, in which case the estimated value of a share will equal the offering price less the amount of those special distributions constituting a return of capital). This valuation method is not likely to result in an estimated per share value that accurately reflects the proceeds you would receive upon liquidation or upon the sale of your shares. In addition, this per share valuation method is not designed to arrive at a valuation that is related to any individual or aggregated value estimates or appraisals of the value of our assets.


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  •  We have no prior operating history or established financing sources, and the prior performance of real estate programs sponsored by our advisor and its affiliates may not be an indication of our future results.
 
  •  This is a “blind pool” offering because we have not yet identified any loans or other investments that we intend to originate or purchase. You will not have the opportunity to evaluate our loans or other investments prior to their origination or purchase. You must rely totally upon the ability of our advisor and parties engaged by our advisor to select our investments.
 
  •  We may suffer from delays in locating suitable investments, particularly as a result of the current economic environment and capital constraints, which could adversely affect the return on your investment.
 
  •  We intend to make loans and provide credit enhancements to affiliates of our advisor. Our advisor will have a conflict of interest in determining whether any such loan or credit enhancement transaction is in our best interests. Moreover, our advisor may recommend that we make a loan or provide a credit enhancement to one of its affiliates in connection with a development in which such affiliates of our advisor hold an interest instead of another development in which affiliates of the advisor do not hold an interest. See “Risk Factors — Risks Related to Conflicts of Interest — Our advisor and its affiliates will have equity interests and/or profit participations in developments we finance and may have a greater incentive to make loans with respect to such developments and/or provide credit enhancements to preserve and/or enhance their economic interest in such development.”
 
  •  The number of investments that we will make and the diversification of those investments will be reduced to the extent that we sell less than the maximum offering of 35,000,000 shares. If we do not sell substantially more than the minimum offering amount of 50,000 shares, we will make fewer investments and the value of your investment may fluctuate more widely with the performance of those investments. There is a greater risk that you will lose money in your investment if we cannot diversify our portfolio.
 
  •  Our ability to achieve our investment objectives and to make distributions depends on the performance of our advisor for the day-to-day management of our business and our asset manager and its Investment Committee for the selection of our real estate properties, loans and other investments.
 
  •  Our board of trustees may change the methods of implementing our investment policies without shareholder approval, which could alter the nature of your investment.
 
  •  We will pay significant fees to our advisor and its affiliates, some of which are payable based upon factors other than the quality of services provided to us. These fees could influence our advisor’s advice to us as well as the judgment of affiliates of our advisor performing services for us.
 
  •  Our advisor and its affiliates will face various conflicts of interest resulting from their activities with affiliated entities, such as conflicts related to allocating investments between us and other United Development Funding programs, conflicts related to any joint ventures between us and any such other programs and conflicts arising from time demands placed on our advisor or its affiliates in serving other United Development Funding programs. Such conflicts may not be resolved in our favor, which could cause our operating results to suffer.
 
  •  We may fail to qualify as a REIT. If we fail to qualify as a REIT, or if we qualify and fail to maintain the requirements to be taxed as a REIT, it would reduce the amount of income available for distribution and limit our ability to pay distributions to you.
 
  •  Real estate-related investments are subject to general downturns in the industry, as well as downturns in specific geographic areas. Because a material portion of our assets will be secured loans, the failure of a borrower to pay interest or repay a loan will have adverse consequences on our income. Increases in single-family mortgage interest rates could cause the number of homebuyers to decrease which would increase the likelihood of defaults on our loans and, consequently, reduce our ability to pay distributions to our shareholders. If the value of the underlying property declines due to market or other


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  factors, it is likely that a property would be worth less than the secured balance on the property. As such, there may be greater risk of default by borrowers who enter into interest-only loans. In the event of a default, we would acquire the underlying collateral, which may have declined in value. In addition, there are significant costs and delays associated with the foreclosure process. Accordingly, we cannot guarantee that your investment will appreciate or that you will receive any cash distributions.
 
  •  We may incur substantial debt. We intend, when appropriate, to incur debt at the asset level. Asset level leverage will be determined by the anticipated term of the investment and the cash flow expected by the investment. Asset level leverage is expected to range from 0% to 90% of the asset value. In addition, we intend to incur debt at the fund level. Our board of trustees has adopted a policy to generally limit our fund level borrowings to 50% of the aggregate fair market value of our real estate properties or secured loans once we have invested a majority of the net proceeds of this offering and subsequent offerings, if any. However, we are permitted by our declaration of trust to borrow up to 300% of our net assets, and may borrow in excess of such amount if such excess borrowing is approved by a majority of our independent trustees and disclosed in our next quarterly report to shareholders, along with justification for such excess. Loans we obtain will likely be secured with recourse to all of our assets, which will put those assets at risk of forfeiture if we are unable to pay our debts.
 
  •  In the event we do not have enough cash to make distributions, we may borrow, use proceeds from this offering, issue additional securities or sell assets in order to fund distributions. We have not established any limit on the amount of proceeds from this offering that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT.
 
Description of Investments
 
As of the date of this prospectus, we have neither made nor acquired any investments, nor have we identified any assets in which there is a reasonable probability that we will invest. We intend to derive a significant portion of our income by originating, purchasing, participating in and holding for investment secured loans made directly by us or indirectly through our affiliates to persons and entities for the acquisition and development of parcels of real property as single-family residential lots, and the construction of model and new single-family homes, including development of mixed-use master planned residential communities, typically with the loan allocation for any single asset in the range of $2.5 million to $15 million. In most cases, we will obtain a first or subordinate lien on the underlying real property to secure our loans (mortgage loans), and we also may require a pledge of all of the equity ownership interests in the borrower entity itself as additional security for our loans. In instances where we do not have a lien on the underlying real property, we will obtain a pledge of all of the equity ownership interests of the borrower entity itself to secure such loans (so-called “mezzanine loans”) and/or a pledge of the equity ownership interests of the developer entity or other parent entity that owns the borrower entity. We also may require a pledge of additional assets of the developer, including parcels of undeveloped and developed real property and/or the personal guarantees of principals or guarantees of operating entities in connection with our secured loans. We will apply the same underwriting criteria and analysis of the underlying real property to all of our secured loans, regardless of how we decide to structure the secured loans. We will oftentimes subordinate our loans to the terms of indebtedness from other lenders relating to the subject real property to allow our borrowers to avail themselves of additional land and lot acquisition and development financing at a lower total cost to the borrower than the cost of our loan, although we will not subordinate our loans to any debt or equity interest of our advisor, our sponsor or any of our trustees, or any of our affiliates.
 
In addition to our investments in secured loans, we intend to make direct investments in land for development into single-family lots, model homes and finished lots and homes; however, we will not independently develop land or construct homes. In cases where we invest in land for the purpose of development, we will engage an unaffiliated third-party developer, and we may bear the cost of development and/or fund construction costs. When we acquire properties, we most often will do so through a special purpose entity formed for such purpose or a joint


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venture formed with a single-family residential developer, homebuilder, real estate developer or other real estate investor, with us providing equity and/or debt financing for the newly-formed entity. In limited circumstances, and in accordance with the federal tax rules for REITs and the exemptions from registration under the Investment Company Act of 1940, as amended (Investment Company Act), we may make equity investments through special purpose entities in land for development into single-family lots, new and model homes and finished lots. We also may enter into joint ventures with unaffiliated real estate developers, homebuilders, land bankers and other real estate investors, or with other United Development Funding-sponsored programs, to originate or acquire, as the case may be, the same kind of secured loans or real estate investments we may originate or acquire directly.
 
We may seek an increased return by entering into participation agreements with real estate developers, homebuilders or real estate investors or joint venture entities, or by providing credit enhancements for the benefit of other entities that are associated with residential real estate financing transactions. The participation agreements and credit enhancements are expected to come in a variety of forms; participation agreements may take the form of profit agreements, ownership interests and participating loans, while credit enhancements may take the form of guarantees, pledges of assets, letters of credit and inter-creditor agreements. We also intend to provide secured senior and subordinate lines of credit to real estate developers, homebuilders, land bankers and other real estate investors, including other United Development Funding-sponsored programs, for the purchase of finished lots and for the construction of single-family homes. Furthermore, we intend to purchase participations in, or finance for other real estate investors the purchase of, securitized real estate loan pools, including pools originated by our affiliates. We also may purchase participations in discounted cash flows secured by state, county, municipal or similar assessments levied on real property.
 
Possible Leverage
 
We intend to use debt as a means of providing additional funds for the acquisition or origination of secured loans, acquisition of properties and the diversification of our portfolio. There is no limitation on the amount we may borrow for the purchase or origination of a single secured loan, the purchase of any individual property or other investment. Under our declaration of trust, the maximum amount of our indebtedness shall not exceed 300% of our net assets as of the date of any borrowing; however, we may exceed that limit if approved by a majority of our independent trustees and disclosed in our next quarterly report to shareholders, along with justification for such excess. In addition to our declaration of trust limitation, our board of trustees has adopted a policy to generally limit our fund level borrowings to 50% of the aggregate fair market value of our assets unless substantial justification exists that borrowing a greater amount is in our best interests. We also intend, when appropriate, to incur debt at the asset level. Asset level leverage will be determined by the anticipated term of the investment and the cash flow expected by the investment. Asset level leverage is expected to range from 0% to 90% of the asset value. Our policy limitation, therefore, does not apply to individual real estate assets and only will apply once we have ceased raising capital under this or any subsequent offering and invested a majority of the net proceeds from such offerings. For a more detailed description of our borrowing policy, see “Investment Objectives and Criteria — Borrowing Policies.”
 
Estimated Use of Proceeds
 
We expect to invest at least 84.47% of the proceeds from this offering, including proceeds from the sale of shares pursuant to our distribution reinvestment plan, in secured loans and other real estate investments. The remaining proceeds will be used to pay fees and expenses of this offering, and fees and expenses related to the selection and acquisition of investments. A summary of the anticipated use of proceeds is set forth in the table below. For a more detailed discussion of our estimated use of proceeds, see the section of this prospectus captioned “Estimated Use of Proceeds.”
 


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    Minimum Offering
    Maximum Primary Offering
    Maximum Total Offering
 
    (50,000 shares)(1)     (25,000,000 shares)(1)     (35,000,000 shares)(1)  
    Amount     Percent     Amount     Percent     Amount     Percent  
 
Gross offering proceeds
  $ 1,000,000       100.00 %   $ 500,000,000       100.00 %   $ 700,000,000       100.00 %
Selling commissions(2)
    65,000       6.50       32,500,000       6.50       32,500,000       4.64  
Dealer manager fees(2)
    35,000       3.50       17,500,000       3.50       17,500,000       2.50  
Organization and offering expenses(3)
    30,000       3.00       15,000,000       3.00       15,000,000       2.14  
                                                 
Amount available for investment
  $ 870,000       87.00 %   $ 435,000,000       87.00 %   $ 635,000,000       90.71 %
                                                 
Acquisition and origination fees and expenses(4)
  $ 25,340       2.53 %   $ 12,669,903       2.53 %   $ 18,495,146       2.64 %
                                                 
Amount estimated to be invested(5)
  $ 844,660       84.47 %   $ 422,330,097       84.47 %   $ 616,504,854       88.07 %
                                                 
 
 
(1) For purposes of this table, the minimum offering and maximum primary offering amounts assume that no purchases are made under our distribution reinvestment plan, and the maximum total offering amounts assume the sale of all 10,000,000 shares being offered under our distribution reinvestment plan.
 
(2) We pay selling commissions of up to 6.5% and a dealer manager fee of up to 3.5%, each of which is based on the gross proceeds of the primary offering and payable to the dealer manager. The dealer manager will reallow all selling commissions, subject to federal and state securities laws, to the soliciting dealers who sold our common shares. The dealer manager, in its sole discretion, may reallow all or a portion of the dealer manager fee attributable to our common shares, subject to federal and state securities laws, sold by soliciting dealers participating in this offering. The selling commissions and dealer manager fee may be reduced for volume discounts and other circumstances or waived as further described in the “Plan of Distribution” section of this prospectus; however, for purposes of this table we have not assumed any such discounts or waivers. We do not pay selling commissions or dealer manager fees for shares issued pursuant to our distribution reinvestment plan.
 
(3) Our advisor will pay any amount of origination and offering expense that exceeds 3% of the gross proceeds from our primary offering.
 
(4) For purposes of this table, we have assumed that no borrowings are used to make or invest in loans or to acquire other real estate assets. We have also assumed that 87% of gross offering proceeds (or 90.71% of gross proceeds from the total offering which includes the maximum number of shares registered in respect of both the primary offering and the distribution reinvestment plan) are used to make loans or acquire other real estate assets and to pay the fees and expenses related to the selection and acquisition of such investments. However, it is our intent to leverage our investments with debt. Therefore, actual amounts are dependent upon the value of our investments as financed and cannot be determined at the present time. Our board of trustees has adopted a policy that will limit our fund level borrowing to no more than 50% of the aggregate fair market value of our assets, unless substantial justification exists that borrowing a greater amount is in our best interests as determined by our board of trustees, including a majority of our independent trustees. However, this policy does not apply to individual investments and only will apply once we have ceased raising capital under this or any subsequent offering and invested a majority of the net proceeds from such offerings. We also intend, when appropriate, to incur debt at the asset level. Asset level leverage will be determined by the anticipated term of the investment and the cash flow expected by the investment. Asset level leverage is expected to range from 0% to 90% of the asset value. For illustrative purposes, assuming we sell the maximum total offering, we use 50% fund level leverage, the value of our assets is equal to the original principal amounts of our loans and/or the contract purchase price of our other real estate assets, and we do not reinvest the proceeds of any loan repayments or other capital transactions, we would invest approximately $1,233,009,708 using approximately $616,504,854 of indebtedness. In such case, acquisition and origination expenses and fees would be approximately $36,990,291. We note that, under our declaration of trust, the maximum amount of indebtedness is generally limited to 300% of our net assets (75% of the aggregate fair market value of our assets) as of the

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date of any borrowing. Although we do not intend to incur this level of indebtedness, as evidenced by our board of trustees’ policy stated above, if we incurred this level of indebtedness and sold the maximum total offering, we would invest approximately $2,466,019,416 using approximately $1,849,514,562 of indebtedness, and our acquisition and origination expenses and fees would be approximately $73,980,582.
 
(5) Includes amounts we expect to invest in secured loans and other real estate investments net of fees and expenses. We estimate that at least 84.47% of gross offering proceeds will be used to acquire secured loans and other real estate investments. The percentage of gross offering proceeds available to be invested may increase to 88.07% if our distribution reinvestment plan is fully subscribed.
 
Investment Objectives
 
Our investment objectives are:
 
  •  to make, originate or acquire a participation interest in secured loans (first lien priority, junior lien priority and mezzanine loans secured by real estate and/or a pledge of the equity interest in the entity owning the real estate and/or pledges of other collateral including personal guarantees) for the acquisition of land and development of single-family lots, and the construction of model and new single-family homes, including development of mixed-use master planned residential communities, typically with the loan allocation for any single asset in the range of $2.5 million to $15 million;
 
  •  to make direct investments in land for development into single-family lots, new and model homes and finished lots and homes and joint ventures with real estate developers, homebuilders, land bankers and other real estate investors;
 
  •  to provide secured senior and subordinate lines of credit to real estate developers, homebuilders, land bankers and other real estate investors, including affiliated programs, for the purchase of finished lots and for the construction of single-family homes;
 
  •  to provide credit enhancements to real estate developers, homebuilders, land bankers and other real estate investors who acquire real property, subdivide real property into single-family residential lots, acquire finished lots and/or build homes on such lots;
 
  •  to purchase participations in, or finance for other real estate investors the purchase of, securitized real estate loan pools;
 
  •  to purchase participations in, or finance for other real estate investors the purchase of, discounted cash flows secured by state, county, municipal or other similar assessments levied on real property;
 
  •  to produce net interest income from the interest paid to us on secured loans, securitized loan pools and discounted cash flows that we originate, purchase or finance or in which we acquire a participation interest;
 
  •  to produce investment income from equity investments that we make or in which we acquire a participation interest;
 
  •  to produce a profitable fee from credit enhancements and other transaction fees;
 
  •  to participate, through a direct or indirect interest in borrowers, in the profits earned by such borrowers through the underlying properties;
 
  •  to maximize distributable cash to investors; and
 
  •  to preserve, protect and return capital contributions.
 
See “Investment Objectives and Criteria” for a more complete description of our business and investment objectives.


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Distribution Policy
 
To qualify as a REIT, we are required to make aggregate annual distributions to our shareholders of at least 90% of our annual taxable income (which does not necessarily equal net income as calculated in accordance with generally accepted accounting principles in the United States (GAAP)). Our board of trustees may authorize distributions in excess of those required for us to maintain REIT status depending on our financial condition and such other factors as our board of trustees deems relevant. We have not established a minimum distribution level. Distributions are paid to our shareholders as of the record date or dates selected by our board of trustees. We expect to declare distributions with a daily record date, and pay distributions monthly. We intend to commence monthly distributions when we begin to receive interest and investment income. In the event we do not have enough cash to make distributions, we may borrow, use proceeds from this offering, issue additional securities or sell assets in order to fund distributions. We have not established any limit on the amount of proceeds from this offering that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT. See the section of this prospectus captioned “Description of Shares — Distribution Policy and Distributions” for a description of our distributions.
 
Listing
 
At this time, we have no intention to list our shares. We will seek to list our common shares of beneficial interest for trading on a national securities exchange when and if our independent trustees believe listing would be in the best interest of our shareholders. We do not anticipate that there will be any market for our common shares unless and until our shares are listed.
 
Conflicts of Interest
 
UMTH GS, as our advisor, experiences conflicts of interest in connection with the management of our business affairs, including the following:
 
  •  The management personnel of our advisor, each of whom also makes investment decisions for other United Development Funding-sponsored programs, must determine which investment opportunities to recommend to us or another United Development Funding-sponsored program or joint venture and must determine how to allocate their time and other resources among us and the other United Development Funding-sponsored programs;
 
  •  UMTH GS may structure the terms of joint ventures between us and other United Development Funding-sponsored programs;
 
  •  Our advisor has retained UMTH LD, an affiliate of UMTH GS, as asset manager with respect to our investments; and
 
  •  Our advisor and its affiliates will receive fees in connection with transactions involving the purchase, management and sale of our properties regardless of the quality of the property acquired or the services provided to us.
 
Our executive officers and at least one of our trustees also will face these conflicts because of their affiliation with UMTH GS. In addition, the eight partners of UMT Holdings, L.P. (UMT Holdings), the parent company of our advisor, and UMTH GS have served as sponsors, officers, trustees or advisors to one or more of the five prior real estate programs sponsored by our advisor or its affiliates over the last twelve years, including two public real estate programs and three privately offered real estate programs. Our executive officers and our advisor and its affiliates will experience conflicts of interest as they simultaneously perform services for us and other United Development Funding-sponsored programs.
 
United Development Funding III, L.P. (UDF III) and United Development Funding Land Opportunity Fund, L.P. (UDF LOF), which both have investment objectives and policies similar to ours, currently are


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offering their units of limited partnership interest and currently are pursuing additional mortgage and/or real estate investments and will continue to do so for the foreseeable future. These conflicts of interest could result in decisions that are not in our best interests. See the “Conflicts of Interest” section of this prospectus for a detailed discussion of the various conflicts of interest relating to your investment, as well as the procedures that we have established to mitigate a number of these potential conflicts.
 
The chart below shows the ownership structure of our advisor and entities affiliated with our advisor that will be providing services to us. It also shows the ownership structure of other United Development Funding-sponsored programs with which we likely will joint venture or co-invest. The address of each entity shown on the chart is The United Development Funding Building, Suite 100, 1301 Municipal Way, Grapevine, Texas 76051.
 
(FLOW CHART)
 
 
(1) Todd F. Etter and Hollis M. Greenlaw each own one-half of the equity interests in UMT Services, Inc. (UMT Services). Messrs. Etter and Greenlaw and Michael K. Wilson serve as directors of UMT Services. UMT Services serves as general partner of UMTH GS, our advisor, and UMTH LD, our asset manager.
 
(2) UMT Services serves as the general partner and owns 0.1% of the limited partnership interests in UMT Holdings. The remaining 99.9% of the limited partnership interests in UMT Holdings are held as follows: Mr. Etter (33.39%), Mr. Greenlaw (33.39%), Craig A. Pettit (9.97%), Timothy J. Kopacka (7.13%), Mr. Wilson (5.09%), Christine A. Griffin (3.72%), Cara Obert (4.65%), William E. Lowe (2.03%) and Ben L. Wissink (0.63%).
 
(3) UMT Services serves as the general partner and owns 0.1% of the limited partnership interests in each of UMTH GS, our advisor, and UMTH LD, our asset manager. UMT Holdings owns the remaining 99.9% of the limited partnership interests in each of UMTH GS and UMTH LD. UMTH GS also serves as the advisor for United Mortgage Trust. UMTH LD also serves as the asset manager for United Development Funding, L.P. (UDF I) and United Development Funding II, L.P. (UDF II).


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(4) United Development Funding, Inc. serves as general partner for UDF I and owns a 0.02% general partnership interest. United Development Funding, Inc. is owned 45% by Mr. Greenlaw, 22.5% by each of Messrs. Etter and Kopacka, and 10% by Ms. Griffin.
 
(5) United Development Funding II, Inc. serves as general partner for UDF II and owns a 0.1% general partnership interest. United Development Funding II, Inc. is owned 50% by each of Messrs. Etter and Greenlaw.
 
(6) UMTH LD owns 100% of the general partner and limited partner interests in UDF Land GenPar, L.P.
 
(7) Shares of United Mortgage Trust are held by approximately 2,700 shareholders. Affiliates of us and our advisor beneficially own less than 0.5% of the shares of United Mortgage Trust.
 
(8) United Development Funding, Inc. owns a 0.02% general partnership interest, UMTH LD owns a 49.99% subordinated profits interest, and unaffiliated limited partners own the remaining 49.99% of the interests in UDF I.
 
(9) United Development Funding II, Inc. owns a 0.1% general partnership interest, UMTH LD owns a 49.95% subordinated profits interest, and unaffiliated limited partners own the remaining 49.95% of the interests in UDF II.
 
(10) UMTH LD serves as the general partner of UDF III and holds a 0.01% general partner interest. Approximately 8,540 limited partners, as of September 30, 2009, own 99.99% of UDF III’s limited partnership units.
 
(11) UDF Land GenPar, L.P. serves as the general partner for UDF LOF and holds a 0.01% general partner interest. UDF Land GenPar, L.P. also holds a subordinated profit participation interest in UDF LOF. The investors who purchase units in the private offering by UDF LOF will own 99.9% of the limited partnership interests. As of September 30, 2009, approximately 397 limited partners held interests in UDF LOF.
 
(12) UMT Holdings currently owns 10,000 of our shares of beneficial interest. After this offering, UMT Holdings will own between 20% of our shares of beneficial interest, assuming the minimum number of shares are sold in this offering, and 0.03% of our shares of beneficial interest, assuming the sale of the maximum number of shares including the sale of 10,000,000 shares pursuant to our distribution reinvestment plan.
 
(13) We own a 99.999% general partner interest in United Development Funding IV Operating Partnership, L.P., our operating partnership. UMTH LD currently owns a 0.001% limited partner interest in our operating partnership. After we begin admitting investors in this offering, that limited partner interest will be reduced.
 
United Development Funding IV Operating Partnership, L.P.
 
We may own assets through United Development Funding IV Operating Partnership, L.P. (UDF IV OP), our operating partnership. We may, however, own assets directly, through subsidiaries of UDF IV OP or through other entities. We are the sole general partner of UDF IV OP and UMTH LD is the initial limited partner of UDF IV OP. Utilizing this UPREIT structure, the holders of units in UDF IV OP may have their units redeemed for cash or, at our option, our common shares, deferring any gain from their sale of assets to us until such time as their units are redeemed. At present, we have no plans to acquire any specific properties in exchange for units of UDF IV OP.
 
Prior Offering Summary
 
In addition to this offering, our advisors and its affiliates have served as sponsors, officers, trustees and advisors to five prior real estate programs over the last twelve years. As of September 30, 2009, approximately 11,930 investors invested an aggregate of approximately $595 million in these real estate programs. The “Prior Performance Summary” section of this prospectus contains a discussion of the programs sponsored by our advisor and its affiliates over the last twelve years. Certain statistical data relating to such programs with investment objectives similar to ours also is provided in the “Prior Performance Tables” included as Exhibit A to this prospectus. The prior performance of the programs previously sponsored by our advisor and its affiliates is not necessarily indicative of the results that we will achieve. Therefore, you should not assume that you will experience returns, if any, comparable to those experienced by investors in such prior real estate programs.


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Compensation to the Dealer Manager, and Our Advisor and Its Affiliates
 
The dealer manager and our advisor and its affiliates will receive compensation and fees for services relating to this offering and the investment, management and disposition of our assets. The most significant items of compensation are summarized in the following table:
 
                         
                        Estimated Dollar
            Estimated Dollar
    Estimated Dollar
    Amount for Maximum
            Amount for
    Amount for
    Distribution
            Minimum
    Maximum
    Reinvestment Plan
            Offering
    Primary Offering
    Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (25,000,000 shares)(1)     (10,000,000 shares)(1)
Organizational and Offering Stage
                         
Selling Commissions (paid to Realty Capital Securities)
    6.5% of gross offering proceeds, subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of this prospectus. The dealer manager will reallow all selling commissions earned to soliciting dealers. No selling commissions will be paid for shares issued pursuant to our distribution reinvestment plan.     $65,000     $32,500,000     $0
                         
Dealer Manager Fees (paid to Realty Capital Securities)
    3.5% of gross offering proceeds before any reallowance to soliciting dealers, subject to the circumstances described in the “Plan of Distribution” section of this prospectus. The dealer manager may reallow all or a portion of its dealer manager fee to soliciting dealers. No dealer manager fee will be paid for shares issued pursuant to our distribution reinvestment plan.     $35,000     $17,500,000     $0
                         
Organization and Offering Expenses (paid to our advisor)
    3% of gross offering proceeds (except that no organization and offering expenses will be reimbursed with respect to sales under our distribution reinvestment plan).     $30,000     $15,000,000     $0
                         


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            Estimated Dollar
     
            Amount for
    Estimated Dollar
            Minimum
    Amount for
            Offering
    Maximum Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (35,000,000 shares)(1)
Operational Stage
                   
Acquisition and Origination Fees and Expenses (paid to our advisor or affiliates of our advisor)(2)
    3% of net amount available for investment in secured loans and other real estate assets (after payment of selling commissions, dealer manager fees and organization and offering expenses).     $25,340     $18,495,146
                   
Advisory Fees (paid to our advisor)(3)
    2% per annum of our average invested assets, including secured loan assets. The fee will be payable monthly in an amount equal to one-twelfth of 2% of our average invested assets, including secured loan assets, as of the last day of the immediately preceding month.     $16,893(4)     $12,330,097(4)
                   
Debt Financing Fees (paid to our advisor)(2)
    1% of the amount made available to us pursuant to the origination of any line of credit or other debt financing, provided our advisor has provided a substantial amount of services as determined by the independent trustees. On each anniversary date of the origination of any such line of credit or other debt financing, an additional fee of 0.25% of the primary loan amount will be paid if such line of credit or other debt financing continues to be outstanding on such date, or a pro rated portion of such additional fee will be paid for the portion of such year that the financing was outstanding.     $8,447, plus $2,112 annually(5)     $6,165,049, plus $1,541,262
annually(5)
                   


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            Estimated Dollar
     
            Amount for
    Estimated Dollar
            Minimum
    Amount for
            Offering
    Maximum Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (35,000,000 shares)(1)
Other Operating Expenses (reimbursed to our advisor)(6)
    We will reimburse the expenses incurred by our advisor in connection with its provision of services to us, including our allocable share of the advisor’s overhead, such as rent, personnel costs, utilities and IT costs. We will not reimburse for personnel costs in connection with services for which our advisor or its affiliates receive fees pursuant to our advisory agreement.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.
                   
Subordinated Incentive Fee (paid to our advisor)(7)(8)
    15% of the amount by which our net income for the immediately preceding year exceeds a 10% per annum return on aggregate capital contributions, as adjusted to reflect prior cash distributions to shareholders which constitute a return of capital. The fee will be paid annually and upon termination of the advisory agreement. If the fee is being paid upon termination of the advisory agreement, then such fee will be appropriately pro rated for a partial year and calculated based upon our net income and aggregate capital contributions for such partial year.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.
                   
Disposition/Liquidation Stage
                   
Securitized Loan Pool Placement Fees (paid to our advisor)(9)(10)
    From time to time, subject to terms and conditions approved by a majority of the independent trustees, the advisor, or its affiliates, we may structure the sale of our loans in securitized loan pools. Upon successful placement of the securitized loan pool interests, an affiliate of our advisor will be paid a fee equal to 2% of the net proceeds realized by us, provided our advisor or an affiliate of our advisor has provided a substantial amount of services as determined by the independent trustees.     Actual amounts are dependent upon net proceeds realized from placement of loan pools and therefore cannot be determined at the present time.     Actual amounts are dependent upon net proceeds realized from placement of loan pools and therefore cannot be determined at the present time.
                   

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            Estimated Dollar
     
            Amount for
    Estimated Dollar
            Minimum
    Amount for
            Offering
    Maximum Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (35,000,000 shares)(1)
Disposition Fees (paid to our advisor or its affiliates)(8)(9)(10)
    For substantial assistance in connection with the sale of properties, the lesser of one-half of the reasonable and customary real estate or brokerage commission or 2% of the contract sales price of each property sold; provided, however, that in no event may the disposition fees paid to our advisor, its affiliates and unaffiliated third parties exceed 6% of the contract sales price. Our independent trustees will determine whether the advisor or its affiliate has provided substantial assistance to us in connection with the sale of a property. Substantial assistance in connection with the sale of a property includes the advisor’s preparation of an investment package for the property (including a new investment analysis, rent rolls, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or such other substantial services performed by the advisor in connection with a sale.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.
                   
Subordinated Incentive Listing Fee (paid to our advisor)(8)(11)
    Upon listing our common shares on a national securities exchange, our advisor will be entitled to a fee equal to 15% of the amount, if any, by which (1) the market value of our outstanding shares plus distributions paid by us prior to listing, exceeds (2) the sum of the total amount of capital raised from investors and the amount of cash flow necessary to generate a 10% annual cumulative, non-compounded return to investors.     Actual amounts are dependent upon the market value of our outstanding shares at a later date and therefore cannot be determined at the present time.     Actual amounts are dependent upon the market value of our outstanding shares at a later date and therefore cannot be determined at the present time.
                   
 
(1) The estimated maximum dollar amounts are based on the sale to the public of a maximum of 25,000,000 shares at $20 per share and 10,000,000 shares under our distribution reinvestment plan at $20 per share.
 
(2) From time to time, our advisor may direct us to pay all or a portion of the acquisition and origination fees and expenses directly to UMTH LD, our asset manager. Our advisor (or our asset manager, as the case may be) may also receive acquisition and origination fees paid by borrowers or investment entities. In no event will the total of all acquisition and origination fees and expenses, including debt financing fees, with respect to a particular loan, property acquisition or equity investment, from any source, exceed 6% of the funds advanced under the loan or the contract purchase price of the property or equity investment. Also, we

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may pay our advisor (or our asset manager, as the case may be) acquisition and origination fees and expenses upon the reinvestment of proceeds from capital transactions, such as the repayment of principal of a loan by a borrower, which shall not exceed 3% of the funds advanced under a new loan or the contract purchase price of the new property or equity investment. In all cases, acquisition and origination fees paid by us in respect of secured loans will not exceed 1% per annum when pro rated over the stated term of the respective loan. Accordingly, if the stated term of the loan is less than three years, the acquisition and origination fee paid in respect of such loan will be less than 3% of the funds advanced.
 
Our board of trustees has adopted a policy that will limit our fund level borrowing to no more than 50% of the aggregate fair market value of our assets, unless substantial justification exists that borrowing a greater amount is in our best interests as determined by our board of trustees, including a majority of our independent trustees. However, this policy does not apply to individual investments and only will apply once we have ceased raising capital under this or any subsequent offering and invested a majority of the net proceeds from such offerings. For illustrative purposes, assuming we sell the maximum total offering, we use 50% fund level leverage, the value of our assets is equal to the original principal amounts of our loans and/or the contract purchase price of our other real estate assets, and we do not reinvest the proceeds of any loan repayments or other capital transactions, we would invest approximately $1,233,009,708 using approximately $616,504,854 of indebtedness. In such case, acquisition and origination expenses and fees would be approximately $36,990,291. We note that, under our declaration of trust, the maximum amount of indebtedness is generally limited to 300% of our net assets (75% of the aggregate fair market value of our assets) as of the date of any borrowing. Although we do not intend to incur this level of indebtedness, as evidenced by our board of trustees’ policy stated above, if we incurred this level of indebtedness and sold the maximum total offering, we would invest approximately $2,466,019,416 using approximately $1,849,514,562 of indebtedness, and our acquisition and origination expenses and fees would be approximately $73,980,582.
 
(3) “Average invested assets” for any period will be the average of the aggregate book value of our assets invested, directly or indirectly, in equity interests in and loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves computed by taking the average of such values at the end of each month during such period. During such periods in which we are obtaining regular independent valuations of the current value of our net assets for purposes of enabling fiduciaries of employee benefit plan shareholders to comply with applicable Department of Labor reporting requirements, aggregate assets value will be the greater of (a) the amount determined pursuant to the foregoing or (b) our assets’ aggregate valuation established by the most recent such valuation report without reduction for depreciation, bad debts or other similar non-cash reserves and without reduction for any debt secured by or relating to such assets. Our advisor will be obligated to pay all expenses incurred by our advisor in connection with the services it provides, directly or indirectly, to us, including but not limited to asset management fees paid to UMTH LD.
 
(4) These amounts are estimates based on our estimated use of proceeds and assume that no borrowings are used to make or invest in loans or to acquire other real estate assets. The actual amounts of the advisory fees to be paid to our advisor are dependant upon our average invested assets and the amount of leverage we use to make investments. For illustrative purposes, assuming we use 50% fund level leverage, the value of our assets is equal to the original principal amounts of our loans and/or the contract purchase price of our other real estate assets, and we do not reinvest the proceeds of any loan repayments or other capital transactions, advisory fees would be approximately $33,786 if we sell the minimum offering amount and $24,660,194 if we sell the maximum total offering. Although we do not intend to incur the 300% level of indebtedness permitted by our declaration of trust (75% of the aggregate fair market value of our assets), as evidenced by our board of trustees’ policy to limit our fund level borrowing to no more than 50% of the aggregate fair market value of our assets, if we incurred indebtedness at the 300% level, advisory fees would be approximately $67,572 if we sell the minimum offering amount and $49,320,388 if we sell the maximum total offering.
 
(5) These amounts are estimates based on our estimated use of proceeds and our use of 50% fund level leverage. The actual amounts of the debt financing fees are dependant upon amounts available under lines


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of credit or other debt financing. Although we do not intend to incur the 300% level of indebtedness permitted by our declaration of trust (75% of the aggregate fair market value of our assets), as evidenced by our board of trustees’ policy to limit our fund level borrowing to no more than 50% of the aggregate fair market value of our assets, if we incurred indebtedness at the 300% level, debt financing fees would be approximately $25,341, plus $6,336 annually, if we sell the minimum offering amount and $18,495,147, plus $4,623,786 annually, if we sell the maximum total offering.
 
(6) In the event that “total operating expenses” in any fiscal year exceed the greater of 2% of our average invested assets (as defined in footnote 3 above) or 25% of our net income (as defined in footnote 7 below but excluding any gain from the sale of assets), and our independent trustees do not determine such excess expenses are justified, our advisor shall reimburse us the amount by which the aggregate annual expenses exceed the limitations. We may reimburse our advisor for operating expenses in excess of that limit in the event that a majority of our independent trustees determine, based on unusual and non-recurring factors, that a higher level of expense is justified for that year. In such an event, we will send notice to each of our shareholders within 60 days after the end of the fiscal quarter for which such determination was made, along with an explanation of the factors our independent trustees considered in making such determination.
 
Total operating expenses are defined as aggregate expenses of every character paid or incurred by the REIT as determined under GAAP that are related to our operation, including advisory fees, but excluding:
 
  (a)  the expenses of raising capital such as organization and offering expenses, bona fide due diligence expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses, and tax incurred in connection with the issuance, distribution, transfer, registration, and stock exchange listing of our shares;
 
  (b)  interest payments;
 
  (c)  taxes;
 
  (d)  non-cash expenditures such as depreciation, amortization and bad debt reserves;
 
  (e)  reasonable incentive fees based on the gain realized upon the sale of our assets; and
 
  (f)  acquisition and origination fees and expenses, debt financing fees, disposition fees on the resale of property, securitized loan pool placement fees and other expenses connected with the acquisition, disposition, and ownership of real estate interests, loans or other property (such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property).
 
(7) “Net income” is calculated as total revenue for the applicable period, less the expenses applicable to such period other than additions to reserves for depreciation or bad debts or other similar non-cash reserves and exclude gain from sale of our assets.
 
(8) The subordinated incentive fee, the disposition fee and the subordinated incentive listing fee, as the case may be, likely will be paid in the form of an interest bearing promissory note, although we may pay this fee with cash or common shares, or any combination of the foregoing. In addition, at our discretion, we may pay all or a portion of such promissory note with our common shares of beneficial interest. If shares are used for payment, we do not anticipate that they will be registered under the Securities Act of 1933, as amended (Securities Act), and, therefore, will be subject to restrictions on transferability. In no event will the amount paid to our advisor under the promissory note or notes, if any, including interest thereon, exceed the amount considered presumptively reasonable by the Statement of Policy Regarding Real Estate Investment Trusts published by the North American Securities Administrators Association, referred to in this prospectus as the NASAA REIT Guidelines.
 
(9) Although we are most likely to pay the securitized loan pool placement fees and/or the disposition fees to our advisor or an affiliate of our advisor in the event of our liquidation, these fees also may be earned during our operational stage.
 
(10) Our declaration of trust provides that in no event shall the disposition fees payable by us to our advisor and its affiliates exceed 3% of the contract sales price.


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(11) If at any time our shares become listed on a national securities exchange, we will negotiate in good faith with our advisor a fee structure appropriate for an entity with a perpetual life or seek to internalize the advisory functions performed by our advisor. Our independent trustees will be required to approve any new fee structure negotiated with our advisor. The market value of our outstanding shares will be calculated based on the average market value of the shares issued and outstanding at listing over the 30 trading days beginning 180 days after the shares are first listed.
 
There are many additional conditions and restrictions on the amount of compensation our advisor and its affiliates may receive. There also are some smaller items of compensation and expense reimbursements that our advisor and its affiliates may receive. For a more detailed explanation of the fees and expenses payable to our advisor and its affiliates, see the “Estimated Use of Proceeds” and “Compensation” sections of this prospectus.
 
Distribution Reinvestment Plan
 
Pursuant to our distribution reinvestment plan, you may have the distributions you receive from us reinvested in additional common shares of beneficial interest. The purchase price per share under our distribution reinvestment plan will be $20 per share until the earliest to occur of: (1) the issuance of all shares reserved for issuance pursuant to the distribution reinvestment plan; (2) the termination of this offering and any subsequent offering of distribution reinvestment plan shares pursuant to an effective registration statement; or (3) the determination that the number of our shares traded in a secondary market is more than a de minimis amount. No sales commissions will be paid with respect to shares sold under our distribution reinvestment plan. If you participate in the distribution reinvestment plan, you will not receive the cash from your distributions, other than special distributions that are designated by our board of trustees. As a result, you may have a tax liability with respect to your share of our taxable income, but you will not receive cash distributions to pay such liability. We may terminate the distribution reinvestment plan at any time. Additionally, we will be required to discontinue sales of shares under the distribution reinvestment plan on the earlier of (i) November 12, 2011, which is two years from the effective date of this offering, unless the offering is extended, or (ii) the date we sell all of the shares allocated for sale under the distribution reinvestment plan, unless we reallocate shares from our primary offering to our distribution reinvestment plan or register additional shares with the Securities and Exchange Commission and applicable states. Our board of trustees also may elect to extend the offering period for the shares sold pursuant to our distribution reinvestment plan, in which case participants in the plan will be notified. For further explanation of our distribution reinvestment plan, see “Summary of Distribution Reinvestment Plan.” A complete copy of our distribution reinvestment plan is included as Exhibit C to this prospectus.
 
Share Redemption Program
 
After you have held your shares for at least one year, you may have your shares redeemed pursuant to our share redemption program, subject to certain restrictions and limitations. The redemption price is dependent upon the number of years our shares are held, ranging from 92% of the purchase price paid for shares held less than two years to up to the full purchase price for shares held at least five years.
 
We will not redeem in excess of 5% of the weighted average number of shares outstanding during the trailing twelve-month period prior to the redemption date. In addition, the cash available for redemption generally will be limited to 1% of the operating cash flow from the previous fiscal year, plus any proceeds from our distribution reinvestment plan. In general, you may present to us fewer than all of your shares for redemption, except that you must present for redemption at least 25% of your shares. We reserve the right to reject any request for redemption or to terminate, suspend or amend the share redemption program at any time. See the section of this prospectus captioned “Description of Shares — Share Redemption Program” for further explanation of the share redemption program.


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Exclusion From Regulation Under the Investment Company Act
 
We intend to conduct our operations so that we are not required to register as an investment company. We may rely on the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act for companies that invest primarily in mortgages and other liens on and interests in real estate, also known as “qualifying real estate assets.” This exclusion, as interpreted by the staff of the Securities and Exchange Commission, requires us to invest at least 55% of our portfolio in qualifying real estate assets and to invest at least another 25% of our portfolio in additional qualifying real estate assets or in a broader category of assets that we refer to as real estate-related assets. To the extent that any of our investments cannot be classified as qualifying real estate assets or real estate related assets, they will constitute miscellaneous assets, which cannot comprise more than 20% of our assets. As a result, we will be limited in the types of assets we may acquire. This exclusion also prohibits us from issuing redeemable securities. Alternatively, if we elect to operate our business through our operating partnership or other wholly-owned or majority-owned subsidiaries that may be formed in the future, we intend to operate in such a manner that we would not come within the definition of an investment company under Section 3(a)(1) of the Investment Company Act, and we intend to operate our operating partnership and any other subsidiary or subsidiaries in a manner that would exclude such entities from registration under the Investment Company Act pursuant to the exclusions provided by Sections 3(c)(1), 3(c)(5)(C) or 3(c)(7) of the Investment Company Act. See “Investment Objectives and Criteria — Investment Limitations to Avoid Registration as an Investment Company.”
 
How we determine to classify our assets for purposes of the Investment Company Act will be based in large measure upon no-action positions taken by the Securities and Exchange Commission in the past. These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may face, and a number of these no-action positions were issued more than ten years ago. No assurance can be given that the Securities and Exchange Commission will concur with our classification of our assets. In addition, the Securities and Exchange Commission may, in the future, issue further guidance that may require us to re-classify our assets for purposes of the Investment Company Act. If we are required to re-classify our assets, we may no longer be in compliance with the exclusion from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act.
 
ERISA Considerations
 
The section of this prospectus entitled “Investment by Tax-Exempt Entities and ERISA Considerations” describes the effect the purchase and ownership of shares will have on employee benefit plans subject to the Employee Retirement Income Security Act of 1974, as amended (ERISA), and/or plans or arrangements subject to Section 4975 of the Internal Revenue Code. ERISA is a federal law that governs the operation of employee benefit plans. Any trustee, custodian or individual considering purchasing shares for an employee benefit plan or a plan subject to Section 4975 of the Internal Revenue Code should read the “Investment by Tax-Exempt Entities and ERISA Considerations” section of this prospectus very carefully.
 
Description of Shares
 
Uncertificated Shares
 
Our board of trustees authorized the issuance of our common shares without certificates. We expect that we will not issue common shares in certificated form. Our transfer agent maintains a share ledger that contains the name and address of each shareholder and the number of shares that the shareholder holds. With respect to transfers of uncertificated shares, we will continue to treat the shareholder registered on our share ledger as the owner of the shares until the record owner and the new owner deliver a properly executed share transfer form to us. We will provide the required form to you upon request.


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Shareholder Voting Rights and Limitations
 
We will hold annual meetings of our shareholders for the purpose of electing our trustees and/or conducting other business matters that may be properly presented at such meetings. We may also call special meetings of shareholders from time to time. You are entitled to one vote for each common share you own.
 
Restriction on Share Ownership
 
Our declaration of trust contains restrictions on ownership of the shares that prevent any one person from owning more than 9.8% of the value of our outstanding shares or more than 9.8% of the number or value, whichever is more restrictive, of our outstanding common shares, unless exempted by our board of trustees. These restrictions are designed, among other purposes, to enable us to comply with ownership restrictions imposed on REITs by the Internal Revenue Code. For a more complete description of the restrictions on the ownership of our shares, see the “Description of Shares” section of this prospectus. Our declaration of trust also limits your ability to transfer your shares unless the transferee meets the minimum suitability standards regarding income and/or net worth and the transfer complies with our minimum purchase requirements, which are described in the “Suitability Standards” section of this prospectus.


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QUESTIONS AND ANSWERS ABOUT THIS OFFERING
 
Below we have provided some of the more frequently asked questions and answers relating to an offering of this type. Please see the remainder of this prospectus for more detailed information about this offering.
 
Q: What is a REIT?
 
A: In general, a real estate investment trust (REIT) is a company that:
 
  •  pays distributions to investors of at least 90% of its taxable income;
 
  •  avoids the “double taxation” treatment of income that generally results from investments in a corporation because a REIT generally is not subject to federal corporate income taxes on its net income, provided certain income tax requirements are satisfied; and
 
  •  combines the capital of many investors to acquire a large-scale diversified real estate portfolio under professional management.
 
Q: Why are you structured as a REIT?
 
A: Each United Development Funding-sponsored program is structured using the business form that the sponsor believes to be most advantageous to investors under the market conditions and regulatory considerations existing at the time of formation. For example, if a United Development Funding program were to be structured as a standard C corporation, the entity would be taxed on its income, and investors would be taxed on any cash distributions they receive. In contrast, REITs generally are not taxed on income distributed to investors. Thus, in order to avoid the so-called “double taxation” inherent in the C corporation structure, we and the other private and publicly offered real estate programs sponsored by affiliates of our advisor, namely United Mortgage Trust, UDF I, UDF II, UDF III and UDF LOF have been structured either as limited partnerships or REITs.
 
Although REITs often receive substantially better tax treatment than entities taxed as standard C corporations, it is possible that future legislation or certain real estate investment opportunities in which we may choose to participate would cause a REIT to be a less advantageous tax status for us than if we were taxed for federal income tax purposes as a C corporation. As a result, our declaration of trust provides our board of trustees with the power, under certain circumstances, to elect not to qualify us as a REIT or, after we have qualified as a REIT, to revoke or otherwise terminate our REIT election and cause us to be taxed as a C corporation, without the vote of our shareholders. Our board of trustees has fiduciary duties to us and to our shareholders and could cause such changes in our tax treatment only if it determines in good faith that such changes are in the best interest of our shareholders.
 
The decision of whether a fund should be formed as a REIT or a limited partnership is more complex. Limited partnerships are structured such that income and losses are allocated directly to individual investors rather than realized at the partnership level. Limited partnerships often use this feature to creatively allocate income and losses to certain investors or classes of investors. If we were structured as a partnership, then we could potentially be characterized as a “publicly traded partnership,” which could require us to be taxed as a C corporation and subject to double taxation. Moreover, if we were structured as a partnership and were not characterized as a “publicly traded partnership,” then the tax reporting required to be delivered to partners would be significantly more complex and onerous than is required to be delivered by a REIT to its shareholders, investors may be required to pay state and local taxes in the states in which we own properties and the income allocated to partners that are tax-exempt entities would more likely be characterized as “unrelated business taxable income” than the allocation of the same income by a REIT to its tax-exempt shareholders. In light of these and other factors, we have been structured as a REIT. Regardless of the choice of entity used, United Development Funding-sponsored programs are designed to operate consistently with the goals of being focused on business fundamentals and maximizing returns to investors.


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Q: Does your advisor use any specific criteria when selecting potential investments?
 
A: We have developed the following underwriting criteria for the loans and investments that we intend to originate and purchase:
 
  •  Combined Loan-to-Value Ratio.  Combined loan-to-value ratio, (CLTV), is the aggregate of all loan balances, senior and subordinated, divided by the appraised value of the property. CLTV shall not exceed 85% of appraised value unless substantial justification exists because of the presence of other underwriting criteria.
 
  •  Title Insurance.  We will obtain a mortgagee’s title insurance policy on all senior and junior liens and an owner’s title insurance policy on all pledges of equity interest.
 
  •  Interest Rate.  We seek to originate loans bearing interest at rates ranging from 10% to 25% per annum. Loans secured by a first or senior lien will generally bear interest from 10% to 12%, further dependent on the CLTV of the property, creditworthiness of the borrower, the term of the loan and the presence of additional guarantees and/or pledges of additional collateral. Land acquisition loans, finished lot loans and construction loans are generally first-lien secured. Loans secured by subordinate or junior liens or pledges of equity ownership interests will generally bear interest from 15% to 25%, further dependent on the CLTV of the property, creditworthiness of the borrower, the term of the loan and the presence of additional guarantees and/or pledges of additional collateral. Loans for development of real property as single-family residential lots are generally subordinate to conventional third-party financing.
 
  •  Term and Amortization.  We currently do not have a policy that establishes a minimum or maximum term for the loans we may make, nor do we intend to establish one. Loans typically are structured as interest-only notes with balloon payments or reductions to principal tied to net cash from the sale of developed lots and the release formula created by the senior lender, i.e., the conditions under which principal is repaid to the senior lender, if any.
 
  •  Geographical Boundaries.  We may buy or originate loans in any of the 48 contiguous United States.
 
After applying the underwriting criteria to a potential investment, our advisor will generally engage in a four-part evaluation and oversight process to further assess the suitability of the investment. We will apply the same underwriting criteria and analysis of the underwriting real property to all of our secured loans, regardless of how we decide to structure the secured loans. See “Investment Objectives and Criteria — Underwriting Policies and Procedures.”
 
Q: What will secure your real estate loans and investments?
 
A: We expect that our real estate loans will generally be secured by:
 
  •  the parcels of land to be developed and/or developed lots;
 
  •  in certain cases, a pledge of some or all of the equity interests in the developer entity or other parent entity that owns the borrower entity;
 
  •  in certain cases, additional assets of the developer, including parcels of undeveloped and developed real property; and
 
  •  in certain cases, personal guarantees of the principals of the developer entity.
 
If there is no third-party financing for a development project, our lien on the subject parcels will be a first priority lien. If there is third-party financing, we expect our lien on the subject parcels will be subordinate to such financing. We will enter each loan prepared to assume or retire any senior debt, if necessary to protect our capital. We will seek to enter into agreements with third-party lenders that will require the third-party lenders to notify us of a default by the developer under the senior debt and allow us to assume or retire the senior debt upon any default under the senior debt.


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We also expect that most of our real estate loans, including loans made to entities affiliated with our advisor, will have the benefit of unconditional guarantees of the developer and/or its parent company and pledges of additional assets of the developer.
 
Q: Why do you intend to acquire some of your secured loans through joint ventures?
 
A: We intend to make some of our investments through joint ventures in order to diversify our portfolio of properties in terms of geographic region or property type and to enable us to make investments sooner than otherwise would be possible because the amount of gross proceeds raised in the early stages of this offering may be insufficient to make a desirable investment. In addition, increased portfolio diversification will reduce the risk to investors as compared to programs with a smaller number of investments. Such joint ventures may be with certain affiliates of our advisor or with third parties. Joint ventures may allow us to avail ourselves to equity participations with industry partners such as builders and developers.
 
Q: Will the distributions I receive be taxable as ordinary income?
 
A: Generally, distributions that you receive, including distributions that are reinvested pursuant to our distribution reinvestment plan, will be taxed as ordinary income to the extent they are from current or accumulated earnings and profits. Participants in our distribution reinvestment plan will also be treated for tax purposes as having received an additional distribution, in the event that, and to the extent that, they purchase shares under the distribution reinvestment plan at a discount to fair market value. As a result, participants in our distribution reinvestment plan may have tax liability with respect to their share of our taxable income, but they will not receive cash distributions to pay such liability.
 
In the event that we invest in real property that can be depreciated, some portion of your distributions will not be subject to tax in the year in which they are received because depreciation expense reduces the amount of taxable income but does not reduce cash available for distribution. The portion of your distribution that is not subject to tax immediately is considered a return of capital for tax purposes and will reduce the tax basis of your investment. Distributions that constitute a return of capital, in effect, defer a portion of your tax until your investment is sold or we are liquidated, at which time you will be taxed at capital gains rates. However, because each investor’s tax considerations are different, we suggest that you consult with your tax advisor. You also should review the section of this prospectus entitled “Federal Income Tax Considerations.”
 
We do not expect a significant portion of our income to constitute capital gains and we therefore do not expect to make significant capital gains distributions.
 
Q: What will you do with the money raised in this offering before you invest the proceeds in real estate?
 
A: Until we invest the proceeds of this offering in real estate, we may invest in short-term, highly liquid or other authorized investments. We may not be able to invest the proceeds in real estate investments promptly and such short-term investments will not earn as high of a return as we expect to earn on our real estate investments.
 
Q: Who will serve as your dealer manager for this offering?
 
A: Realty Capital Securities will serve as our exclusive dealer manager for this offering. Realty Capital Securities is a FINRA member broker-dealer and is not affiliated with us, our advisor or our advisor’s affiliates.
 
Q: How does a best efforts offering work?
 
A: When shares are offered to the public on a reasonable best efforts basis, the dealer manager and the soliciting dealers participating in the offering are required only to use their reasonable best efforts to sell the shares and have no firm commitment or obligation to purchase any of the shares. Therefore, we may not sell all of the shares that we are offering.


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Q: Who can buy shares?
 
A: An investment in us is only suitable for persons who have adequate financial means and who will not need short-term liquidity from their investment. We have established suitability standards for initial shareholders and subsequent purchasers of shares from our shareholders. Generally, these suitability standards require that a purchaser of shares have, excluding the value of a purchaser’s home, home furnishings and automobiles, either: (1) a net worth of at least $70,000 and an annual gross income of at least $70,000, or (2) a net worth of at least $250,000. Residents of certain states may have a different standard. You should carefully read the more detailed description under “Suitability Standards” on page 1 of this prospectus.
 
Q: For whom is an investment in our shares recommended?
 
A: An investment in our shares is only suitable for persons who have adequate financial means, desire a long-term investment and who will not need immediate liquidity from their investment. Persons who meet this standard and seek to diversify their personal portfolios with a real estate-based investment, seek to receive current interest income and who are able to hold their investment for an indefinite period of time are most likely to benefit from an investment in us. On the other hand, because we cannot guarantee you current income, we caution persons who require guaranteed income or immediate liquidity not to consider an investment in us as meeting these needs.
 
Q: May I make an investment through my IRA, SEP or other tax-deferred account?
 
A: Yes. You may make an investment through your individual retirement account (IRA), a simplified employee pension (SEP) plan or other tax-deferred account. In making these investment decisions, you should consider, at a minimum, (1) whether the investment is in accordance with the documents and instruments governing your IRA, plan or other account, (2) whether the investment satisfies the fiduciary requirements associated with your IRA, plan or other account, (3) whether the investment will generate unrelated business taxable income (UBTI) to your IRA, plan or other account, (4) whether there is sufficient liquidity for such investment under your IRA, plan or other account, (5) the need to value the assets of your IRA, plan or other account annually or more frequently, and (6) whether the investment would constitute a prohibited transaction under applicable law.
 
Q: Have you arranged for a custodian for investments made through IRA, SEP or other tax-deferred accounts?
 
A: Several firms offer to serve as custodian for investments made through IRA, SEP and certain other tax-deferred accounts. Please contact our Investor Services Department at (214) 370-8960 or (800) 859-9338 for a list of custodians including those willing to provide this service to our shareholders with annual maintenance fees charged at a discounted rate.
 
Q: Is there any minimum investment required?
 
A: Yes. You must purchase at least 50 shares for $1,000 if you are purchasing through an IRA or other qualified account. If you are not purchasing through a qualified account, you must purchase at least 125 shares for $2,500; provided, however, that investors in Tennessee must purchase at least 250 shares for $5,000. You should carefully read the more detailed description of the minimum investment requirements appearing under “Suitability Standards” on page 1 of this prospectus.
 
Q: How do I subscribe for shares?
 
A: If you choose to purchase shares in this offering, you will need to complete and sign the execution copy of the subscription agreement and pay for the shares at the time you subscribe. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Exhibit B. Until we have received and accepted subscriptions for $1 million, checks should be made payable to “LegacyTexas Bank, Escrow Agent for United Development Funding IV.” After we have received and accepted subscriptions for $1 million and released the funds from escrow, checks should be made payable to “United Development Funding IV,” except that New York, Nebraska and Pennsylvania investors should continue to make checks payable to “LegacyTexas Bank, Escrow Agent for United


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Development Funding IV” until we have received and accepted subscriptions for $2.5 million, $5 million and $35 million, respectively, at which point checks should be made payable to “United Development Funding IV.” Certain dealers who have “net capital,” as defined in the applicable federal securities regulations, of $250,000 or more may instruct their customers to make their checks payable directly to the dealer. In such case, the dealer will issue a check made payable to the escrow agent or us, as applicable, for the purchase price of your subscription. For a detailed discussion of how to subscribe for shares, see the sections of this prospectus captioned “Plan of Distribution — Subscription Process” and “How to Subscribe.”
 
Q: If I buy shares in this offering, how may I later sell them?
 
A: At the time you purchase the shares, they will not be listed for trading on any national securities exchange or over-the-counter market. Until our shares are listed, if ever, you may not sell your shares unless the buyer meets the applicable suitability and minimum purchase standards. In addition, our declaration of trust prohibits the ownership by one person of more than 9.8% of the value of our outstanding shares or more than 9.8% of the number or value, whichever is more restrictive, of our outstanding common shares, unless exempted by our board of trustees. Unless our shares are publicly traded, which we currently do not expect to happen, you will have difficulty selling your shares, and even if you are able to sell your shares, you will likely have to sell them at a substantial discount.
 
After you have held your shares for at least one year, you may be able to have your shares repurchased by us pursuant to our share redemption program, which is subject to significant conditions and limitations. Our board of trustees can amend the provisions of, terminate or suspend our share redemption program without the approval of our shareholders.
 
Q: Will I be notified of how my investment is doing?
 
A: You will receive periodic updates on the performance of your investment in us, including:
 
• a monthly distribution report;
 
• three quarterly financial reports;
 
• an annual report; and
 
• an annual Form 1099.
 
In addition, to assist fiduciaries in discharging their obligations under ERISA, we intend to provide our shareholders a per share estimated value of our common shares annually. Until three full fiscal years after the later of this or any subsequent offering of our shares, we intend to use the offering price of shares in our most recent primary offering as the per share estimated value (unless we have sold assets and made special distributions to shareholders of net proceeds from such sales, in which case the estimated value per share will equal the offering price less the amount of those special distributions constituting a return of capital). This estimated value is not likely to reflect the proceeds you would receive upon our liquidation or upon the sale of your shares. In addition, this initial per share valuation method is not designed to arrive at a valuation that is related to any individual or aggregated value estimates or appraisals of the value of our assets. Beginning three full fiscal years after the last offering of our shares (or possibly sooner if our board determines otherwise), the value we provide for our common shares will be based on valuations of our assets. Such valuations will be performed by persons independent of us and of our advisor.
 
We will provide this information to you via one or more of the following methods, in our discretion and with your consent, if necessary:
 
• U.S. mail or other courier;
 
• facsimile; and
 
• posting on our affiliated website at www.udfonline.com.


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Certain information concerning our business and our advisor and its affiliates will be available on the web site maintained for us and our advisor and its affiliates at www.udfonline.com. The contents of this web site are not incorporated by reference in or otherwise a part of this prospectus.
 
Q: When will I get my detailed tax information?
 
A: Your Form 1099 tax information will be placed in the mail by January 31 of each year.
 
Q: Who is the transfer agent?
 
A: The name and address of our transfer agent is as follows:
 
DST Systems, Inc.
PO Box 219096
Kansas City, Missouri 64121-9096
 
To ensure that any account changes are made promptly and accurately, all changes including your address, ownership type and distribution mailing address should be directed to the transfer agent.
 
Q: Who can help answer my questions?
 
A: If you have more questions about the offering or if you would like additional copies of this prospectus, you should contact your registered representative or contact:
 
United Development Funding IV Investor Services
The United Development Funding Building Suite 100
1301 Municipal Way
Grapevine, Texas 76051
Telephone: (214) 370-8960 or (800) 859-9338
Fax: (469) 916-0695

or

Realty Capital Securities, LLC
Three Copley Place
Suite 3300
Boston, Massachusetts 02116
Telephone: (877) 373-2522


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RISK FACTORS
 
Your purchase of shares involves a number of risks. You should carefully consider the following risk factors in conjunction with the other information contained in this prospectus before purchasing our shares. The risks discussed in this prospectus could adversely affect our business, operating results, prospects and financial condition. This could cause the value of our shares to decline and could cause you to lose all or part of your investment. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to us. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.
 
Risks Related to an Investment in United Development Funding IV
 
There is no public trading market for your shares; therefore, it will be difficult for you to sell your shares. If you are able to sell your shares, you may have to sell them at a substantial discount from the public offering price. In addition, we do not have a fixed liquidation date, and you may have to hold your shares indefinitely.
 
There is no public market for our shares, and we cannot guarantee that one will ever develop. It will, therefore, be difficult for you to sell your shares promptly, or at all. In addition, the price you receive for the sale of any of our common shares of beneficial interest is likely to be less than the proportionate value of our investments. At this time, we have no intention to list our shares, and we will seek to list our shares for trading on a national securities exchange only if our independent trustees believe listing would be in the best interest of our shareholders. As a result, we do not know if we will ever apply to list our shares for trading on a national securities exchange, or, if we do apply for listing, when such application would be made or whether it would be accepted. If our shares are listed, we cannot assure you a public trading market will develop. We cannot assure you that the price you would receive in a sale on a national securities exchange would be representative of the value of the assets we own or that it would equal or exceed the amount you paid for the shares. Furthermore, our declaration of trust does not provide a specific date on which we must liquidate. Therefore, you should purchase the shares only as a long-term investment and you may have to hold your shares indefinitely.
 
The minimum purchase requirements and suitability standards imposed on prospective investors in this offering also apply to subsequent purchasers of our shares. If you are able to find a buyer for your shares, you may not sell your shares to such buyer unless the buyer meets the suitability standards applicable to him, which may inhibit your ability to sell your shares. Furthermore, we are limited in our ability to buy back shares pursuant to our redemption program, including limits on the price we may pay for your shares. Our board of trustees may reject any request for redemption of shares or amend, suspend or terminate our share redemption program at any time. You may not be able to sell your shares in the event of an emergency, and, if you are able to sell your shares, you may have to sell them at a substantial discount from the public offering price. It is also likely that your shares would not be accepted as the primary collateral for a loan. See “Suitability Standards,” “Description of Shares — Restrictions on Ownership and Transfer” and “— Share Redemption Program” elsewhere in this prospectus for a more complete discussion on the restrictions on your ability to transfer your shares.
 
We have no prior operating history and the prior performance of real estate investment programs sponsored by our advisor and its affiliates may not be an indication of our future results.
 
We were formed in May 2008, and UMTH GS, our advisor, was formed in March 2003. We have not engaged in any business operations prior to this offering. You should not assume that our performance will be similar to the past performance of other real estate investment programs sponsored by our advisor and its affiliates. You should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies like ours in an early stage of development, many of which may be beyond our control. Therefore, to be successful in this market, we must, among other things:
 
  •  identify and acquire investments that further our investment strategy;


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  •  increase awareness of the United Development Funding name within the investment products market;
 
  •  attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations;
 
  •  respond to competition both for investment opportunities and potential investors in us; and
 
  •  build and expand our operations structure to support our business.
 
We cannot guarantee that we will succeed in achieving these goals, and our failure to do so could cause you to lose all or a portion of your investment.
 
If we, through our advisor, are unable to find suitable investments, then we may not be able to achieve our investment objectives or pay distributions.
 
Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of our advisor in the identification of real estate loans and other investments and the determination of any financing arrangements. We are a “blind pool” because we do not currently own any secured loans or real estate properties and we have not identified any properties to acquire or secured loans to originate or acquire with proceeds from this offering. Except for the investments described in one or more supplements to this prospectus, you will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments. You must rely entirely on the oversight of our board of trustees and the management ability of our advisor. We cannot be sure that our advisor will be successful in obtaining suitable investments on financially attractive terms or that our objectives will be achieved.
 
We have not identified any real estate properties to acquire or any loans to originate or purchase, and you will not have the opportunity to evaluate our investments before they are made.
 
We are a “blind pool” because we have not yet identified any real estate properties to acquire or loans to originate or purchase with the proceeds of this offering, so you will not be able to evaluate such investments. Although we may purchase participations in loans previously made by UDF I, UDF II, UDF III or UDF LOF, there is currently no agreement between us and UDF I, UDF II, UDF III or UDF LOF providing for such purchase. We will seek to invest substantially all of the offering proceeds available for investments, after the payment of fees and expenses, in secured loans made directly by us or indirectly through our affiliates to persons and entities for the acquisition and development of parcels of real property as single-family residential lots, and the construction of model and new single-family homes, including development of mixed-use master planned residential communities. We also intend to make direct investments in land for development into single-family lots, new and model homes and portfolios of finished lots and homes. We will rely entirely on our advisor with respect to the acquisition of our investments, and shareholders will not be able to evaluate such investments. We cannot be sure that we will be successful in obtaining suitable investments. If we are unable to identify properties or loans that satisfy our investment objectives in a timely fashion, our business strategy and operations may be adversely affected.
 
We may suffer from delays in locating suitable investments, particularly as a result of the current economic environment and capital constraints, which could adversely affect the return on your investment.
 
We could suffer from delays in locating suitable investments, particularly as a result of the current economic environment, capital constraints and our reliance on our advisor and referrals by borrowers, developers, commercial lenders, homebuilders and other referral sources. Capital constraints at the heart of the current credit crisis have reduced the number of real estate lenders able or willing to finance development, construction and the purchase of homes, thus reducing the number of homebuilders and developers that are able to receive such financing. In the event that homebuilders and developers fail or reduce the number of their development and homebuilding projects, resulting in a reduction of new loan applicants, or the supply of referrals by borrowers, developers, commercial lenders and homebuilders decreases, the availability of investments for us would also decrease. Such decreases in the demand for secured loans could leave us with excess cash. In such instances, we plan to make short-term, interim investments with proceeds available from


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sales of shares and hold these interim investments, pending investment in suitable loans and real estate properties. Interest returns on these interim investments are usually lower than on secured loans and real estate properties, which may reduce the yield to holders of shares and our ability to pay distributions to our shareholders, depending on how long these interim investments are held.
 
When we invest in short-term, interim investments using proceeds from the sale of shares, those shareholders will nevertheless participate equally in our distributions of income with holders of shares whose sale proceeds have been invested in secured loans and real estate properties. This will favor, for a time, holders of shares whose purchase monies were invested in interim investments, to the detriment of holders of shares whose purchase monies are invested in normally higher-yielding secured loans and real estate properties.
 
If we pay distributions from sources other than our cash flow from operations, we will have less funds available for real estate investments, and your overall return may be reduced.
 
Our organizational documents permit us to make distributions from any source. If we fund distributions from financings or the net proceeds from this offering, we will have less funds available for real estate investments, and your overall return may be reduced. Further, to the extent distributions exceed cash flow from operations, a shareholder’s basis in our common shares of beneficial interest will be reduced and, to the extent distributions exceed a shareholder’s basis, the shareholder may recognize capital gain. We do not intend to make distributions prior to generating sufficient cash flow from operations; however, we have not established any limit on the amount of proceeds from this offering that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT.
 
Competition with third parties in financing properties may reduce our profitability and the return on your investment.
 
Real estate investment and finance is a very competitive industry. We will compete with many other entities engaged in real estate investment activities, including individuals, corporations, bank and insurance company investment accounts, real estate limited partnerships, other real estate investment trusts, institutional investors, homebuilders, developers and other entities engaged in real estate investment activities, many of which have greater resources than we do and may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the proliferation of the Internet as a tool for real estate acquisitions and loan origination has made it very inexpensive for new competitors to participate in the real estate investment and finance industry. Our ability to make or purchase a sufficient number of loans and investments to meet our objectives will depend on the extent to which we can compete successfully against these other entities, including entities that may have greater financial or marketing resources, greater name recognition or larger customer bases than we have. Our competitors may be able to undertake more effective marketing campaigns or adopt more aggressive pricing policies than we can, which may make it more difficult for us to attract customers. Increased competition could result in lower revenues and higher expenses, which would reduce our profitability.
 
Investors who invest in us at the beginning of our offering may realize a lower rate of return than later investors.
 
Because we have not identified any probable investments, there can be no assurances as to when we will begin to generate sufficient cash flow and make distributions. As a result, investors who invest in us before we sell the minimum of 50,000 common shares of beneficial interest or before we commence investing activities or generate significant cash flow may realize a lower rate of return than later investors. We expect to have little, if any, cash flow from operations available for distribution until we make investments.


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The homebuilding industry is undergoing a significant downturn, and its duration and ultimate severity are uncertain. Further deterioration in industry or economic conditions could further decrease demand and pricing for new homes and residential home lots and have additional adverse effects on our operations and financial results.
 
Developers and homebuilders to whom we intend to make loans and with whom we intend to enter into subordinate debt positions will use the proceeds of our loans and investments to develop raw real estate into residential home lots and construct homes. The developers obtain the money to repay our development loans by selling the residential home lots to homebuilders or individuals who will build single-family residences on the lots, or by obtaining replacement financing from other lenders. The developer’s ability to repay our loans is based primarily on the amount of money generated by the developer’s sale of its inventory of single-family residential lots. Homebuilders obtain the money to repay our loans by selling the homes they construct or by obtaining replacement financing from other lenders, and thus, the homebuilders’ ability to repay our loans is based primarily on the amount of money generated by the sale of such homes.
 
The homebuilding industry is cyclical and is significantly affected by changes in industry conditions, as well as in general and local economic conditions, such as:
 
  •  employment levels and job growth;
 
  •  demographic trends, including population increases and decreases and household formation;
 
  •  availability of financing for homebuyers;
 
  •  interest rates;
 
  •  affordability of homes;
 
  •  consumer confidence;
 
  •  levels of new and existing homes for sale, including foreclosed homes; and
 
  •  housing demand.
 
These may occur on a national scale or may affect some of the regions or markets in which we operate more than others. An oversupply of alternatives to new homes, such as existing homes, including homes held for sale by investors and speculators, foreclosed homes, and rental properties, can also reduce the homebuilder’s ability to sell new homes, depress new home prices, and reduce homebuilder margins on the sales of new homes, which likely would reduce the amount and price of the residential homes and lots sold by the homebuilders and developers to which we have loaned money and/or increase the absorption period in which such homes and lots are purchased.
 
Also, historically, the homebuilding industry uses expectations for future volume growth as the basis for determining the optimum amount of land and lots to own. In light of the much weaker market conditions encountered in 2006, which further deteriorated in 2007 and 2008, we believe that expectations have changed and that the homebuilding industry significantly slowed its purchases of land and lots as part of its strategy to reduce inventory to better match the reduced rate of production.
 
The difficult conditions within the homebuilding industry remains challenging as demand for new homes continues to be depressed in many markets. According to a joint release from the U.S. Department of Housing and Urban Development and the Census Bureau, the sale of new single-family homes in June 2009 was estimated to be at a seasonally-adjusted rate of 384,000, 21.3% below the June 2008 estimate. The median sales price of new homes sold in June 2009 was $206,200; the average sales price was $276,900. The seasonally-adjusted estimate of new houses for sale at the end of June 2009 was 281,000, representing a supply of 8.8 months at the June 2009 sales rate.
 
In such a business climate, homebuilders and developers to which we intend to loan money may be unable to generate sufficient income from the resale of single-family homes and residential lots to repay our loans. Accordingly, continued or further deterioration of homebuilding conditions or in the broader economic conditions of the markets where we intend to operate could cause the number of homebuyers to decrease,


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which would increase the likelihood of defaults on our loans and, consequently, reduce our ability to pay distributions to our shareholders. We believe that housing market conditions will continue to be challenging and may deteriorate further. We cannot predict the duration or ultimate severity of these challenging conditions. Our operations could be negatively affected to the extent that the housing industry downturn is prolonged or becomes more severe.
 
The reduction in availability of mortgage financing and the volatility and reduction in liquidity in the financial markets may adversely affect our business, and the duration and ultimate severity of the effects are uncertain.
 
During 2007 and 2008, the mortgage lending industry experienced significant instability due to, among other things, defaults on subprime loans and a resulting decline in the market value of such loans. In light of these developments, lenders, investors, regulators and other third parties questioned the adequacy of lending standards and other credit requirements for several loan programs made available to borrowers in recent years. This has led to reduced investor demand for mortgage loans and mortgage-backed securities, tightened credit requirements, reduced liquidity and increased credit risk premiums. A deterioration in credit quality among subprime and other nonconforming loans has caused almost all lenders to eliminate subprime mortgages and most other loan products that are not conforming loans, FHA/VA-eligible loans or jumbo loans (which meet conforming underwriting guidelines other than loan size). Fewer loan products and tighter loan qualifications and any other limitations or restrictions on the availability of those types of financings in turn make it more difficult for some borrowers to finance the purchase of new homes and for some buyers of existing homes from move-up new home buyers to finance the purchase of the move-up new home buyer’s existing home. These factors have served to reduce the affordability of homes and the pool of qualified homebuyers and made it more difficult to sell to first time and first time move-up buyers which have long made up a substantial part of the affordable housing market. These reductions in demand would increase the likelihood of defaults on our loans and, consequently, reduce our ability to pay distributions to our shareholders, and the duration and severity of the effects remain uncertain.
 
We also believe that the liquidity provided by Fannie Mae and Freddie Mac (“Government Sponsored Enterprises” or “GSEs”) to the mortgage industry is very important to the housing market. These entities have recently reported losses as a result of deteriorating housing and credit market conditions. These losses have reduced their equity and limited their ability to acquire mortgages. The director of the Federal Housing Finance Agency (FHFA), James B. Lockhart III, on September 7, 2008 announced his decision to place two GSEs, Fannie Mae (Federal National Mortgage Association) and Freddie Mac (Federal Home Loan Mortgage Corporation), into a conservatorship run by FHFA. That plan contained three measures: an increase in the line of credit available to the GSEs from the U.S. Treasury, so as to provide liquidity; the right of the U.S. Treasury to purchase equity in the GSEs, so as to provide capital; and a consultative role for the Federal Reserve in a reformed GSE regulatory system. The U.S. Treasury’s support of the two GSEs while under conservatorship of the FHFA is intended to promote stability in the secondary mortgage market and lower the cost of funding. The GSEs will modestly increase their mortgage-backed securities portfolios through the end of 2009. Then, to address systemic risk, in 2010 their portfolios will begin to be gradually reduced at the rate of 10% per year, largely through natural run off, eventually stabilizing at a lower, less risky size. To further support the availability of mortgage financing for millions of Americans, the U.S. Treasury is initiating a temporary program to purchase GSE mortgage-backed securities. This program will expire with the U.S. Treasury’s temporary authorities in December 2009. Any limitations or restrictions on the availability of such financing or on the liquidity provided by such enterprises could adversely affect interest rates and mortgage availability and could cause the number of homebuyers to decrease, which would increase the likelihood of defaults on our loans and, consequently, reduce our ability to pay distributions to our shareholders.


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The homebuilding industry’s strategies in response to the adverse conditions in the industry have had limited success, and the continued implementation of these and other strategies may not be successful.
 
Most homebuilders were focused in 2007 and 2008 on generating positive operating cash flow and reducing finished new home inventories, and have done so in many cases by significantly reducing the new home prices and increasing the level of sales incentives. Notwithstanding these sales strategies, homebuilders in 2008 continued to experience an elevated rate of sales contract cancellations. We believe that the increase in the cancellation rate is largely due to a decrease in consumer confidence, due principally to the constant and negative national housing, financial industry, and economic news, and continued price declines and increases in the level of sales incentives for both new and existing homes in many markets. A more restrictive mortgage lending environment and the inability of some buyers to sell their existing homes have also impacted cancellations. Many of the factors that affect new sales and cancellation rates are beyond the control of the homebuilding industry.
 
Homebuilders to whom we intend to make loans will use the proceeds of our loans to construct homes. Homebuilders obtain the money to repay our loans by selling the homes they construct or by obtaining replacement financing from other lenders, and thus, the homebuilders’ ability to repay our loans is based primarily on the amount of money generated by the sale of such homes. A decrease in the number of new homes sold would increase the likelihood of defaults on our loans and, consequently, reduce our ability to pay distributions to our shareholders. It is uncertain how long the reduction in sales and the increased level of cancellations will continue.
 
Increases in interest rates, reductions in mortgage availability or increases in other costs of owning a home could prevent potential customers from buying new homes and adversely affect our business or our financial results.
 
Most new home purchasers finance their home purchases through lenders providing mortgage financing. Prior to the recent volatility in the financial markets, interest rates were at historical lows and a variety of mortgage products were available. As a result, homeownership became more accessible. The mortgage products available included features that allowed buyers to obtain financing for a significant portion or all of the purchase price of the home, had very limited underwriting requirements or provided for lower initial monthly payments. As a result, more people were able to qualify for mortgage financing.
 
During 2007 and 2008, the mortgage lending industry experienced significant instability, beginning with increased defaults on subprime loans and other nonconforming loans and compounded by expectations of increasing interest payment requirements and further defaults. This in turn resulted in a decline in the market value of many mortgage loans and related securities. Lenders, regulators and others questioned the adequacy of lending standards and other credit requirements for several loan products and programs offered in recent years. Credit requirements tightened, and investor demand for mortgage loans and mortgage-backed securities declined. The deterioration in credit quality has caused almost all lenders to eliminate subprime mortgages and most other loan products that are not eligible for sale to Fannie Mae or Freddie Mac or loans that do not meet Federal Housing Administration (FHA) and Veterans Administration (VA) requirements. In general, fewer loan products, tighter loan qualifications and a reduced willingness of lenders to make loans in turn make it more difficult for many buyers to finance the purchase of homes. These factors serve to reduce the pool of qualified homebuyers and made it more difficult to sell to first time and move-up buyers.
 
We believe that the liquidity provided by Fannie Mae and Freddie Mac to the mortgage industry has been very important to the housing market. These entities have recently required substantial injections of capital from the federal government. These injections have been accompanied by criticism that the pool of homebuyers these institutions seek to assist should be reduced. Any reduction in the availability of the financing provided by these institutions could adversely affect interest rates, mortgage availability and the sales of new homes and mortgage loans.
 
In recent years a growing number of homebuyers used down payment assistance programs, which allowed them to receive gift funds from non-profit corporations as a down payment. Homebuilders had been a source of funding for these programs. However, the American Housing Rescue and Foreclosure Prevention Act of


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2008 eliminated seller-funded down payment assistance on FHA-insured loans approved on or after October 1, 2008. With the elimination of these gift fund programs, we expect that homebuilders will seek other financing alternatives to assist their customers, and seek down payment programs for those customers who meet applicable guidelines. There can be no assurance, however, that any such alternative programs are available or as attractive to homebuyers as the programs previously offered, and new home sales could suffer.
 
Because of the decline in the availability of other mortgage products, FHA and VA mortgage financing support has become a more important factor in marketing new homes. The American Housing Rescue and Foreclosure Prevention Act of 2008, however, includes a provision that increases a buyer’s down payment from at least 3.0% to at least 3.5% of the appraised value of the property on FHA-insured loans. This down payment requirement may impact the ability of homebuilders that meet the FHA guidelines to obtain financing. Additionally, this limitation and other limitations or restrictions on the availability of FHA and VA financing could adversely affect interest rates, mortgage availability and new home sales and mortgage loans.
 
We believe that the availability of FHA and VA mortgage financing is an important factor in marketing affordable homes. Any limitations or restrictions on the availability of the financing provided by them could adversely affect interest rates, mortgage financing and new homes sales.
 
Even if potential customers do not need financing, changes in interest rates and the availability of mortgage financing products may make it harder for them to sell their current homes to potential buyers who need financing.
 
A reduction in the demand for new homes may reduce the amount and price of the residential home lots sold by the homebuilders and developers to which we loan money and/or increase the absorption period in which such home lots are purchased and, consequently, increase the likelihood of defaults on our loans.
 
Increases in interest rates could increase the risk of default under our development loans.
 
Developers and homebuilders to whom we intend to make loans and with whom we intend to enter into subordinate debt positions will use the proceeds of our loans and investments to develop raw real estate into residential home lots and construct homes. The developers and homebuilders obtain the money to repay our loans by reselling the residential home lots to homebuilders or individuals who will build single-family residences on the lots and/or selling the homes to homebuyers, or by obtaining replacement financing from other lenders. The developers’ or homebuilders’ ability to repay our loans will be based primarily on the amount of money generated by the developers’ or homebuilders’ sale of their inventory of single-family homes or residential lots. If interest rates increase and/or consumer mortgage credit standards tighten, the demand for single-family residences is likely to decrease. In such an interest rate and/or mortgage climate, developers and homebuilders to which we have loaned money may be unable to generate sufficient income from the resale of single-family homes or residential lots to repay our loans. Accordingly, increases in single-family mortgage interest rates and/or the tightening of consumer mortgage credit standards could cause the number of homebuyers to decrease, which would increase the likelihood of defaults on our loans and, consequently, reduce our ability to pay distributions to our shareholders.
 
The loans we intend to make as part of our investments will generally be secured by collateral that is already encumbered, so our loans may have a higher risk than conventional real estate loans on residential properties.
 
We plan to originate loans and purchase loans in respect of affiliated and unaffiliated third parties on land to be developed into residential lots, new and model homes and finished home inventories. Our goal is to obtain a first or subordinate lien on the underlying real property to secure our loans, and we generally will require a pledge of the equity ownership interests in the borrower itself to secure our loans, either as the sole collateral or in addition to our lien on the underlying real property. In some instances where the subject parcel is encumbered by a lien in favor of a third party other than us, we may, at our option, become the senior lender in order to protect the priority of our lien on the parcels. Our loans may also be secured by other assets of the borrower. While we will seek to obtain an unconditional guarantee of the borrower and/or its parent companies to further secure the borrower’s obligations to us, we cannot assure you that we will obtain such an


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unconditional guarantee in all cases. If a default occurs under one or more of our loans, payments to us could be reduced or postponed. Further, in the event of a default, we may be left with a security or ownership interest in finished homes or lots or unfinished homes or an undeveloped or partially developed parcel of real estate, which may have less value than a completed home or developed parcel. The guarantee of the borrower and/or its parent companies and other pledged assets, if any, may be insufficient to compensate us for any difference in the amounts due to us under a loan and the value of our interest in the subject parcel.
 
Decreases in the value of the property underlying our loans may decrease the value of our assets.
 
In most cases, we will obtain a first or subordinate lien on the underlying real property to secure our loans (mortgage loans), and we also may require a pledge of all of the equity ownership interests in the borrower entity itself as additional security for our loans. In instances where we do not have a lien on the underlying real property, we will obtain a pledge of all of the equity ownership interests of the borrower entity itself to secure such loans (so-called “mezzanine loans”) and/or a pledge of the equity ownership interests of the developer entity or other parent entity that owns the borrower entity. We also may require a pledge of additional assets of the developer, including parcels of undeveloped and developed real property and/or the personal guarantees of principals or guarantees of operating entities in connection with our secured loans. To the extent that the value of the property that serves as security for these loans or investments is lower than we expect, the value of our assets, and consequently our ability to pay distributions to our shareholders, will be adversely affected.
 
Our investments and participation agreements with borrowers will expose us to various risks and will not guarantee that we will receive any amount under such agreements.
 
The investments and participation agreements that we expect to enter into with borrowers will be separate from the loans that we will make to the borrowers. Participation agreements will be structured either as contracts entitling us to participate in the borrower’s profits or as joint venture investments organized as partnerships or limited liability companies in which we will have an equity interest. The participation agreements may represent an equity joint venture interest that will, and our investment will, expose us to all of the risks inherent in real estate investments generally and with real estate investments made with a co-venturer. These risks include, among others, the fact that there is no guaranteed return on the equity participations. In the event our loan is paid off prior to sale of the parcel, we would hold an equity participation that would be junior to any liens or claims against the parcel. Our joint venture participations could subject us to liabilities arising out of environmental claims or claims for injuries, tax levies or other charges against the owner of the parcel as well as from the risk of bankruptcy of our co-venturer.
 
We will be subject to the general market risks associated with real estate construction and development.
 
Our financial performance will depend on the successful construction and/or development and sale of the homes and real estate parcels that we own or that serve as security for the loans we make to homebuilders and developers and that will be the subject of our participation agreements with borrowers. As a result, we will be subject to the general market risks of real estate construction and development, including weather conditions, the price and availability of materials used in the construction of the homes and development of the lots, environmental liabilities and zoning laws, and numerous other factors that may materially and adversely affect the success of the projects. In the event the market softens, the homebuilder or developer may require additional funding and such funding may not be available. In addition, if the market softens, the amount of capital required to be advanced and the required marketing time for such home or development may both increase, and the homebuilder’s or developer’s incentive to complete a particular home or real estate development may decrease. Such circumstances may reduce our profitability and the return on your investment.


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If we are unable to raise substantial funds, we will be limited in the number and type of properties we may own or finance and the value of your investment will fluctuate with the performance of the specific investments we make.
 
This offering is being made on a reasonable best efforts basis, whereby the dealer manager and soliciting dealers participating in the offering are only required to use their reasonable best efforts to sell our shares and have no firm commitment or obligation to purchase any of the shares. As a result, we cannot assure you as to the amount of proceeds that will be raised in this offering or that we will achieve sales of the maximum offering amount. If we are unable to raise substantially more than the minimum offering amount, we will purchase fewer properties and originate and purchase fewer loans and equity positions, resulting in less diversification in terms of the number of properties owned and financed, the geographic regions in which such properties are located and the types of properties securing the secured loans in which we invest. In such event, the likelihood of our profitability being affected by the performance of any one of our investments will increase. For example, in the event we only raise the minimum amount of $1 million, we will most likely make our investments through one or more joint ventures with third parties and may only be able to invest in one asset. If we are only able to invest in one asset, we would not achieve any diversification of our assets. Your investment in our shares will be subject to greater risk to the extent that we lack a diversified portfolio of secured assets. In addition, our fixed operating expenses, as a percentage of gross income, would be higher, and our financial condition and ability to pay distributions could be adversely affected if we are unable to raise substantial funds.
 
If we lose or are unable to obtain key personnel or one or more of our key personnel decides to compete with us, our ability to implement our investment strategy could be delayed or hindered.
 
We will depend on the diligence, experience and skill of certain executive officers and other key personnel of us, our advisor and its affiliates, including Todd F. Etter, Hollis M. Greenlaw, Michael K. Wilson, Ben L. Wissink, Cara D. Obert and David A. Hanson, for the selection, acquisition, structuring and monitoring of our lending and investment activities. These individuals are not bound by employment agreements with us; however, all are bound by employment agreements with UMT Holdings, the parent company of our advisor and our asset manager. If any of our key personnel were to cease their affiliation with us, our advisor or its affiliates, our operating results could suffer. Affiliates of our advisor maintain key person life insurance with respect to Hollis M. Greenlaw, Todd F. Etter and Ben L. Wissink. We have not obtained life insurance policies on any other key personnel involved in our operations and, therefore, have no insulation against extraneous events that may adversely affect their ability to implement our investment strategies. We also believe that our future success depends, in large part, upon our advisor’s and its affiliates’ ability to hire and retain highly skilled managerial, operational and marketing personnel. We cannot assure you that we will be successful in attracting and retaining such personnel. The loss of any key person could harm our business, financial condition, cash flow and results of operations. If we lose or are unable to obtain the services of key personnel, our ability to implement our investment strategy could be delayed or hindered.
 
In addition, many of the officers and key personnel of us, our advisor and its affiliates are bound by non-competition agreements, and there are remedies under certain state laws if such officers or key personnel conduct activities that compete with us either during or after their employment. However, our ability to prohibit former employees from competing with us, our advisor or its affiliates may be limited in many respects, and we cannot assure you that one or more of those persons may not choose to compete with us, or that we could limit their ability to do so or recover anything in such an event. Competition by these officers or key employees may harm our business, financial condition and results of operations.
 
Our rights and the rights of our shareholders to recover claims against our independent trustees are limited, which could reduce your and our recovery against them if they negligently cause us to incur losses.
 
Maryland law provides that a trustee has no liability in that capacity if he performs his duties in good faith, in a manner he reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Subject to certain exceptions, our


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declaration of trust provides that no independent trustee will be liable to us or our shareholders for monetary damages and that we will generally indemnify them for losses unless they are grossly negligent or engage in willful misconduct. As a result, you and we may have more limited rights against our independent trustees than might otherwise exist under common law, which could reduce your and our recovery from these persons if they act in a negligent manner. In addition, we may be obligated to fund the defense costs incurred by our independent trustees (as well as by our other trustees, officers, employees and agents) in some cases, which would decrease the cash otherwise available for distributions to you.
 
Risks Related to Conflicts of Interest
 
We will be subject to conflicts of interest arising out of our relationships with our advisor and its affiliates, including the material conflicts discussed below. When conflicts arise between us and our advisors and its affiliates, they may not be resolved in our favor, which could cause our operating results to suffer. The “Conflicts of Interest” section of this prospectus provides additional information related to conflicts of interest between us and our advisor and its affiliates and our policies to reduce or eliminate certain potential conflicts.
 
Our advisor and its affiliates will have equity interests and/or profit participations in developments we finance and may have a greater incentive to make loans with respect to such developments and/or provide credit enhancements to preserve and/or enhance their economic interest in such development.
 
We expect to make loans and/or provide credit enhancement transactions to affiliates of our advisor or asset manager. In connection with making such loans or providing such credit enhancements, we will obtain an appraisal concerning the underlying property from an independent expert who is in the business of rendering opinions regarding the value of assets of the type held by us and who is qualified to perform such work. In addition, a majority of the trustees, including a majority of the independent trustees, who are not otherwise interested in the transaction must approve all transactions with our advisor or its affiliates as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. We also will obtain a mortgagee’s or owner’s title insurance policy or a commitment as to the priority of the secured loan as part of our underwriting process. If an affiliate of our advisor has an equity interest or participation interest in a development that requires a loan or credit enhancement, our advisor may have a greater incentive to make a loan with respect to such development to preserve and/or enhance its economic interest in such development.
 
Our advisor is an affiliate of the general partners of UDF I, UDF II, UDF III and UDF LOF and may not always be able to allocate investment opportunities on a pro rata basis among us, UDF I, UDF II, UDF III and UDF LOF.
 
Our advisor is an affiliate of the general partners of UDF I, UDF II, UDF III and UDF LOF, all of which engage in the same businesses as we will. Our advisor, asset manager and the Investment Committee will seek to equitably apportion among us, UDF I, UDF II, UDF III and UDF LOF all investment opportunities of which it becomes aware. We intend to enter into a participation agreement with UDF I, UDF II, UDF III, UDF LOF and UMTH LD pursuant to which we will invest in the same loans and transactions as UDF I, UDF II, UDF III and UDF LOF on a pro rata basis based on the amount of capital held by each entity that is available for investment in accordance with each fund’s risk profile and capital available for investment. However, circumstances may arise, due to availability of capital or other reasons, when it is not possible for us to make an investment on such pro rata basis. Our advisor may determine not to invest in otherwise suitable investments in which UDF I, UDF II, UDF III or UDF LOF will participate in order for us to avoid unrelated business taxable income, or “UBTI,” which is generally defined as income derived from any unrelated trade or business carried on by a tax-exempt entity or by a partnership of which it is a member, and which is generally subject to taxation. See “Federal Income Tax Considerations — Taxation of Shareholders — Taxation of Tax-Exempt Shareholders.” We cannot assure you that we will be able to invest in all investment opportunities of which our advisor becomes aware that may be suitable for us on a pro rata basis or otherwise.


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Our founders may form other companies that will engage in the same businesses as we will, and we may not always be able to participate in investment opportunities on a pro rata basis between us and such other companies.
 
Our advisor and its affiliates may engage in additional real estate-related activities in the future, including the activities in which we intend to engage, and may form new entities to engage in these activities. If new companies are formed for the purpose of engaging in the businesses in which we engage, our founders intend to allocate investment opportunities among us, UDF I, UDF II, UDF III, UDF LOF and the new entities equitably. However, we cannot assure you that we will be able to participate in all or any investment opportunities in which such other companies participate, on an equitable basis or otherwise.
 
Certain of the principals of our advisor will face conflicts of interest relating to the extension and purchase of loans, and such conflicts may not be resolved in our favor.
 
Certain of the principals of our advisor are also principals, directors, employees, officers and equity holders of other entities, including UDF I, UDF II, UDF III, UDF LOF, UMT Holdings and UMT Services, and they may also in the future hold positions with, and interests in, other entities engaged in real estate activities. These multiple responsibilities may create conflicts of interest for these individuals if they are presented with opportunities that may benefit us and their other affiliates. These individuals may be incentivized to allocate opportunities to other entities rather than to us if they are more highly compensated based on investments made by other entities. In determining which opportunities to allocate to us and to their other affiliates, these individuals will consider the investment strategy and guidelines of each entity. Because we cannot predict the precise circumstances under which future potential conflicts may arise, we intend to address potential conflicts on a case-by-case basis. There is a risk that our advisor will choose an investment for us that provides lower returns to us than a loan made by one of our affiliates. You will not have the opportunity to evaluate the manner in which any conflicts of interest involving the advisor and its affiliates are resolved before making your investment. For more information on these potential conflicts of interest, see “Conflicts of Interest.”
 
Our advisor and its affiliates, including all of our executive officers and some of our trustees, will face conflicts of interest caused by their compensation arrangements with us, which could result in actions that are not in the long-term best interests of our shareholders.
 
Our advisor and its affiliates are entitled to substantial fees from us in connection with this offering and our business operations. These fees could influence our advisor’s advice to us as well as the judgment of affiliates of our advisor performing services for us. Among other matters, these compensation arrangements could affect their judgment with respect to:
 
  •  the continuation, renewal or enforcement of our agreements with our advisor and its affiliates, including the advisory agreement;
 
  •  borrowings, which would increase the fees payable to our advisor;
 
  •  whether and when we seek to list our common shares of beneficial interest on a national securities exchange, which listing could entitle our advisor to the payment of fees; and
 
  •  whether and when we seek to sell the company or its assets, which sale could entitle our advisor or one of its affiliates to the payment of fees.
 
We will face risks relating to joint ventures with our affiliates and third parties that are not present with other methods of investing in properties and secured loans.
 
We may enter into joint ventures with certain of our affiliates, as well as third parties, for the funding of loans or the acquisition of properties. We may also purchase loans in joint ventures or in partnerships or other co-ownership arrangements with our affiliates, the sellers of the loans, affiliates of the sellers, developers or


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other persons. Such investments may involve risks not otherwise present with other methods of investment in secured loans, including, for example:
 
  •  the possibility that our co-venturer or partner in an investment might become bankrupt, in which case our investment might become subject to the rights of the co-venturer or partner’s creditors and we may be forced to liquidate our investment before we otherwise would choose to do so;
 
  •  that such co-venturer or partner may at any time have economic or business interests or goals that are or that become inconsistent with our business interests or goals, which may cause us to disagree with our co-venturer or partner as to the best course of action with respect to the investment and which disagreement may not be resolved to our satisfaction;
 
  •  that such co-venturer or partner may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives, which may cause us not to realize the return anticipated from our investment; or
 
  •  that it may be difficult for us to sell our interest in any such co-venture or partnership.
 
Moreover, in the event we determine to foreclose on the collateral underlying a non-performing investment, we may be required to obtain the cooperation of our co-venturer or partner to do so. We anticipate that we will co-invest with our affiliates in certain loans, in which case we expect to enter into an inter-creditor agreement that will define our rights and priority with respect to the underlying collateral. Our inability to foreclose on a property acting alone may cause significant delay in the foreclosure process, in which time the value of the property may decline.
 
Our advisor will face additional conflicts of interest relating to co-investments with affiliated entities and may make decisions that disproportionately benefit one or more of our affiliated entities instead of us.
 
Our advisor is an affiliate of the general partners of UDF I, UDF II, UDF III and UDF LOF, all of which engage in the same businesses as we will. Because our advisor or its affiliates will have advisory and management arrangements with these other United Development Funding programs, it is likely that they will encounter opportunities to invest in or acquire interests in secured loans, participations and/or properties to the benefit of one of the United Development Funding programs, but not others. Our advisor or its affiliates may make decisions to finance certain properties, which decisions might disproportionately benefit a United Development Funding program other than us. In such event, our results of operations and ability to pay distributions to our shareholders could be adversely affected.
 
Because our advisor and its affiliates are affiliated with UDF I, UDF II, UDF III and UDF LOF, agreements and transactions among the parties with respect to any co-investment among two or more of such parties will not have the benefit of arm’s length negotiation of the type normally conducted between unrelated co-venturers. Under these co-investment arrangements, we may not have a first priority position with respect to the underlying collateral. In the event that a co-venturer has a right of first refusal to buy out the other co-venturer, it may be unable to finance such buy-out at that time. In addition, to the extent that our co-venturer is an affiliate of our advisor, certain conflicts of interest will exist. For a more detailed discussion, see “Conflicts of Interest — Co-investments and Joint Ventures with Affiliates of UMTH GS.”
 
Our advisor’s officers and key personnel will face conflicts of interest relating to the allocation of their time and other resources among the various entities that they serve or have interests in, and such conflicts may not be resolved in our favor.
 
Certain of the officers and key personnel of our advisor will face competing demands relating to their time and resources because they are also affiliated with entities with investment programs similar to ours, and they may have other business interests as well, including business interests that currently exist and business interests they develop in the future. Because these persons have competing interests for their time and resources, they may have conflicts of interest in allocating their time between our business and these other activities. As a result, they may devote less time and resources to our business than is necessary. If this occurs, our business, financial condition and results of operations may suffer.


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There is no separate counsel for certain of our affiliates and us, which could result in conflicts of interest.
 
Morris, Manning & Martin, LLP acts as legal counsel to us, our advisor and certain of its affiliates. If the interests of the various parties become adverse, under the Code of Professional Responsibility of the legal profession, Morris, Manning & Martin, LLP may be precluded from representing any one or all of such parties. If any situation arises in which our interests appear to be in conflict with those of the advisor or its affiliates, additional counsel may be retained by one or more of the parties to assure that their interests are adequately protected.
 
Risks Related to Our Business in General
 
A limit on the number of shares a person may own may discourage a takeover.
 
Our declaration of trust, with certain exceptions, authorizes our trustees to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of trustees, no person may own more than 9.8% of the value of our outstanding shares or more than 9.8% of the number or value, whichever is more restrictive, of our outstanding common shares. This restriction may have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might otherwise provide shareholders with the opportunity to receive a control premium for their shares. See “Description of Shares — Restrictions on Ownership and Transfer.”
 
Our declaration of trust permits our board of trustees to issue securities with terms that may subordinate the rights of the holders of our current common shares of beneficial interest or discourage a third party from acquiring us.
 
Our declaration of trust permits our board of trustees to issue up to 350,000,000 common shares of beneficial interest and up to 50,000,000 preferred shares of beneficial interest. Our board of trustees, without any action by our shareholders, may (1) increase or decrease the aggregate number of shares, (2) increase or decrease the number of shares of any class or series we have authority to issue or (3) classify or reclassify any unissued shares of beneficial interest and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications, or terms or conditions of redemption of any such shares. Thus, our board of trustees could authorize the issuance of such shares with terms and conditions that could subordinate the rights of the holders of our current common shares of beneficial interest or have the effect of delaying, deferring or preventing a change in control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium price for holders of our common shares of beneficial interest.
 
Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired.
 
Under Maryland law, “business combinations” between a Maryland corporation and an interested shareholder or an affiliate of an interested shareholder are prohibited for five years after the most recent date on which the interested shareholder becomes an interested shareholder. These business combinations include a merger, consolidation, share exchange, or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested shareholder is defined as:
 
  •  any person who beneficially owns 10% or more of the voting power of the then outstanding voting shares of the company; or
 
  •  an affiliate or associate of the company who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then outstanding shares of the company.
 
A person is not an interested shareholder under the statute if the board of trustees approved in advance the transaction by which he otherwise would have become an interested shareholder. However, in approving a transaction, the board of trustees may provide that its approval is subject to compliance, at or after the time of


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approval, with any terms and conditions determined by the board. After the expiration of the five-year period described above, any business combination between the Maryland company and an interested shareholder must generally be recommended by the board of trustees of the company and approved by the affirmative vote of at least:
 
  •  80% of the votes entitled to be cast by holders of the then outstanding voting shares of the company; and
 
  •  two-thirds of the votes entitled to be cast by holders of voting shares of the company other than voting shares held by the interested shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.
 
These super-majority vote requirements do not apply if the holder of the company’s common shares of beneficial interest receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested shareholder for its shares. Maryland law also permits various exemptions from these provisions, including business combinations that are exempted by the board of trustees before the time that the interested shareholder becomes an interested shareholder. Our board of trustees has exempted any business combination with UMTH GS or any affiliate of UMTH GS and, provided that such business combination is first approved by the board of trustees, any business combination with any other person. Consequently, the five-year prohibition and the super-majority vote requirements will not apply to business combinations between us and UMTH GS or any affiliate of UMTH GS or, if the board of trustees first approves the business combination, any other person. As a result, UMTH GS or any affiliate of UMTH GS may be able to enter into business combinations with us that may not be in the best interest of our shareholders, without compliance with the super-majority vote requirements and the other provisions of the business combination statute.
 
Should the board of trustees opt back in to the business combination statute or fail to first approve a business combination with any person other than UMTH GS or any affiliate of UMTH GS, the business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer. For a more detailed discussion of the Maryland laws governing us and the ownership of our common shares of beneficial interest, see “Description of Shares — Business Combinations.”
 
Maryland law also limits the ability of a third party to buy a large stake in us and exercise voting power in electing trustees.
 
Maryland law provides a second anti-takeover statute, the Control Share Acquisition Act, which provides that “control shares” of a Maryland company acquired in a “control share acquisition” have no voting rights except to the extent approved by the company’s disinterested shareholders by a vote of two-thirds of the votes entitled to be cast on the matter. Common shares of beneficial interest owned by interested shareholders, that is, by the acquirer, by officers or by employees who are trustees of the company, are excluded from the vote on whether to accord voting rights to the control shares. “Control shares” are voting shares that would entitle the acquirer to exercise voting power in electing trustees within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained shareholder approval. A “control share acquisition” means the acquisition of control shares. The control share acquisition statute does not apply (1) to shares acquired in a merger, consolidation or share exchange if the company is a party to the transaction or (2) to acquisitions approved or exempted by a company’s declaration of trust or bylaws. Our bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions by any person of our common shares of beneficial interest. We can offer no assurance that this provision will not be amended or eliminated at any time in the future. This statute could have the effect of discouraging offers from third parties to acquire us and increasing the difficulty of successfully completing this type of offer by anyone other than our affiliates or any of their affiliates. For a more detailed discussion of the Maryland laws governing control share acquisitions, see the section of this prospectus captioned “Description of Shares — Control Share Acquisitions.”


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Our declaration of trust includes an anti-takeover provision that may discourage a person from launching a tender offer for our shares.
 
Our declaration of trust provides that any tender offer made by any person, including any “mini-tender” offer, must comply with most provisions of Regulation 14D of the Exchange Act. The offeror must provide our company notice of such tender offer at least ten business days before initiating the tender offer. If the offeror does not comply with these requirements, our company will have the right to redeem that offeror’s shares and any shares acquired in such tender offer. In addition, the non-complying offeror will be responsible for all of our company’s expenses in connection with that offeror’s noncompliance. This provision of our declaration of trust may discourage a person from initiating a tender offer for our shares and prevent you from receiving a premium price for your shares in such a transaction.
 
Your investment return will be reduced if we are required to register as an investment company under the Investment Company Act of 1940.
 
If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things:
 
  •  limitations on capital structure;
 
  •  restrictions on specified investments;
 
  •  prohibitions on transactions with affiliates; and
 
  •  compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.
 
We intend to conduct our operations so as not to become regulated as an investment company under the Investment Company Act. We intend to qualify for an exclusion from registration under Section 3(c)(5)(C) of the Investment Company Act, which generally means that at least 55% of our portfolio must be comprised of qualifying real estate assets and at least another 25% of our portfolio must be comprised of additional qualifying real estate assets and real estate-related assets. Although we intend to monitor our portfolio periodically and prior to each acquisition, we may not be able to maintain this exclusion from registration. How we determine to classify our assets for purposes of the Investment Company Act will be based in large measure upon no-action positions taken by the Securities and Exchange Commission in the past. These no-action positions were issued in accordance with factual situations that may be substantially different from the factual situations we may face, and a number of these no-action positions were issued more than ten years ago. No assurance can be given that the Securities and Exchange Commission will concur with our classification of our assets. Future revisions to the Investment Company Act or further guidance from the Securities and Exchange Commission may cause us to lose our exclusion from registration or force us to re-evaluate our portfolio and our investment strategy. Such changes may prevent us from operating our business successfully.
 
To maintain compliance with the Investment Company Act exclusion, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategy. Further, we may not be able to invest in a sufficient number of qualifying real estate assets and/or real estate-related assets to comply with the exclusion from registration.
 
We may determine to operate through our operating partnership or other wholly-owned or majority-owned subsidiaries that may be formed in the future. If so, we intend to operate in such a manner that we would not come within the definition of an investment company under Section 3(a)(1) of the Investment Company Act, and we intend to operate our operating partnership and any other subsidiary or subsidiaries in a manner that would exclude such entities from registration under the Investment Company Act pursuant to the exclusions provided by Sections 3(c)(1), 3(c)(5)(C) or 3(c)(7) of the Investment Company Act.


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As part of our advisor’s obligations under the advisory agreement, our advisor will agree to refrain from taking any action which, in its sole judgment made in good faith, would subject us to regulation under the Investment Company Act. Failure to maintain an exclusion from registration under the Investment Company Act would require us to significantly restructure our business plan. For example, because affiliate transactions are severely limited under the Investment Company Act, we would not be able to enter into transactions with any of our affiliates if we are required to register as an investment company, and we may be required to terminate our advisory agreement and any other agreements with affiliates, which could have a material adverse effect on our ability to operate our business and pay distributions.
 
Shareholders have limited control over changes in our policies and operations.
 
Our board of trustees determines our major policies, including our policies regarding financing, growth, debt capitalization, REIT qualification and distributions. Our board of trustees may amend or revise these and other policies without a vote of the shareholders. Our declaration of trust sets forth the shareholder voting rights required to be set forth therein under the NASAA REIT Guidelines. Under our declaration of trust and the Maryland REIT Law, our shareholders currently have a right to vote only on the following matters:
 
  •  the election or removal of trustees;
 
  •  any amendment of our declaration of trust, except that our board of trustees may amend our declaration of trust without shareholder approval to:
 
  •  change our name;
 
  •  increase or decrease the aggregate number of our shares;
 
  •  increase or decrease the number of our shares of any class or series that we have the authority to issue;
 
  •  effect certain reverse stock splits;
 
  •  qualify as a real estate investment trust under the Internal Revenue Code or the Maryland REIT Law;
 
  •  our termination; and
 
  •  certain mergers, consolidations and sales or other dispositions of all or substantially all of our assets. All other matters are subject to the discretion of our board of trustees.
 
Our board of trustees may change the methods of implementing our investment policies and objectives without shareholder approval, which could alter the nature of your investment.
 
Our declaration of trust requires that our independent trustees review our investment policies at least annually to determine that the policies we are following are in the best interest of the shareholders. These policies may change over time. The methods of implementing our investment policies may also vary, as new investment techniques are developed. The methods of implementing our investment policies, objectives and procedures may be altered by our board of trustees without the approval of our shareholders. As a result, the nature of your investment could change without your consent.
 
You are limited in your ability to sell your shares pursuant to our redemption program.
 
Any investor requesting repurchase of their shares pursuant to our share redemption program will be required to certify to us that such investor acquired the shares by either (1) a purchase directly from us or (2) a transfer from the original subscriber by way of a bona fide gift not for value to, or for the benefit of, a member of the subscriber’s immediate or extended family or through a transfer to a custodian, trustee or other fiduciary for the account of the subscriber or his/her immediate or extended family in connection with an estate planning transaction, including by bequest or inheritance upon death or by operation of law. You should also be fully aware that our share redemption program contains certain restrictions and limitations. Shares will be redeemed on a monthly basis, as follows: first, pro rata as to redemptions upon the death of a shareholder; next, pro rata among shareholders willing to have their shares redeemed at the then-current net asset value, as


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determined by our board of trustees in its sole discretion; next, pro rata as to shareholders who demonstrate to our satisfaction another involuntary exigent circumstance, such as bankruptcy; and finally, pro rata as to other redemption requests, with a priority given to the earliest redemption requests received by us. We will not redeem in excess of 5% of the weighted average number of shares outstanding during the trailing twelve-month period prior to the redemption date. In addition, the cash available for redemption generally will be limited to 1% of our operating cash flow from the previous fiscal year plus any proceeds from our distribution reinvestment plan. Further, our board of trustees reserves the right to reject any request for redemption or to terminate, suspend, or amend the share redemption program at any time. Therefore, in making a decision to purchase shares, you should not assume that you will be able to sell any of your shares back to us pursuant to our redemption program. For a more detailed description of the share redemption program, see “Description of Shares — Share Redemption Program.”
 
If you are able to resell your shares to us pursuant to our redemption program, you will likely receive substantially less than the fair market value for your shares.
 
The purchase price for shares we repurchase under our redemption program, for the period beginning after a shareholder has held the shares for a period of one year, will be (1) 92% of the purchase price for any shares held less than two years, (2) 94% of the purchase price of any shares held for at least two years but less than three years, (3) 96% of the purchase price of any shares held at least three years but less than four years, (4) 98% of the purchase price of any shares held at least four years but less than five years and (5) for any shares held at least five years, the lesser of the purchase price actually paid or the fair market value of your shares as determined by our annual valuations. However, at any time we are engaged in an offering of our shares, the per share price for shares purchased under our redemption program will always be equal to or less than the applicable per share offering price. The price we will pay for redeemed shares will be offset by any net proceeds from capital transactions previously distributed to the redeeming shareholder as a return of capital. Accordingly, you would likely receive less by selling your shares back to us than you would receive if our investments were sold for their estimated values and such proceeds were distributed in our liquidation.
 
Your interest in us may be diluted if the price we pay in respect of shares redeemed under our share redemption program exceeds the net asset value of our shares.
 
The prices we may pay for shares redeemed under our share redemption program may exceed the net asset value of such shares at the time of redemption. If this were to be the case, investors who do not elect or are unable to have some or all of their shares redeemed under our share redemption program would suffer dilution in the value of their shares as a result of redemptions. We intend to create a reserve from our net interest income and net proceeds from capital transactions to recover some of the organization and offering expenses, including selling commissions and dealer manager fees we will incur in connection with the offering of our shares in order to cause the net asset value of the company to be on parity with or greater than the amount we may pay for shares under our share redemption program. However, it is likely that non-redeeming shareholders will experience dilution as a result of redemptions which occur at a time when the net asset value has decreased, regardless of the reserve.
 
We will have broad discretion in how we use the net proceeds of this offering.
 
We will have broad discretion in how to use the net proceeds of this offering, and shareholders will be relying on our judgment regarding the application of these proceeds. You will not have the opportunity to evaluate the manner in which the net proceeds of this offering are invested or the economic merits of particular assets to be acquired or loans to be made.
 
The advisor’s subordinated incentive fee may create an incentive for the advisor to make speculative investments.
 
Because the incentive fee is subordinate to the payment of cumulative distributions to our shareholders, our advisor’s interest is not wholly aligned with those of our shareholders. The subordinated nature of the incentive fee means that our advisor will not receive such fee if our investments result only in minimal


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returns. Our advisor’s subordinated incentive fee may create an incentive for the advisor to advise us to make investments that have a higher potential return but are riskier or more speculative than would be the case in the absence of this incentive fee.
 
We established the offering price for our shares on an arbitrary basis; as a result, the offering price for our shares, and the price at which shares will be redeemed pursuant to our share redemption program, are not related to any independent valuation.
 
Our board of trustees has arbitrarily determined the selling price of the shares and the price at which shares will be redeemed pursuant to our share redemption program. Such prices bear no relationship to our book or asset values, or to any other established criteria for valuing outstanding common shares of beneficial interest or other ownership interests.
 
Payment of fees to our advisor and its affiliates will reduce cash available for investment and distribution.
 
Our advisor and its affiliates will perform services for us in connection with the offer and sale of the shares, the selection and acquisition of our investments, and the administration of our investments. They will be paid substantial fees for these services, which will reduce the amount of cash available for investment in properties or distribution to shareholders. For a more detailed discussion of the estimated use of the proceeds of this offering, see the “Compensation” section of this prospectus.
 
We are under no obligation to pay cash distributions. Distributions may be paid from capital and there can be no assurance that we will be able to pay or maintain cash distributions, or that distributions will increase over time.
 
There are many factors, including factors beyond our control, that can affect the availability and timing of cash distributions to shareholders. Distributions will be based principally on cash available from our loans, real estate securities, property acquisitions and other investments. The amount of cash available for distributions will be affected by our ability to invest in real estate properties, secured loans, mezzanine loans or participations in loans as offering proceeds become available, the yields on the secured loans in which we invest, amounts set aside to create a retained earnings reserve and our operating expense levels, as well as many other variables. Actual cash available for distributions may vary substantially from estimates. We are under no obligation to pay cash distributions and we can provide no assurance that we will be able to pay or maintain distributions or that distributions will increase over time. Nor can we give any assurance that income from the properties we purchase or the loans we make or acquire, or in which we participate, will increase or that future investments will increase our cash available for distributions to shareholders. Our actual results may differ significantly from the assumptions used by our board of trustees in establishing the distribution rate to shareholders. In addition, our board of trustees, in its discretion, may reinvest or retain for working capital any portion of our cash on hand. We cannot assure you that sufficient cash will be available to pay distributions to you.
 
Adverse market and economic conditions will negatively affect our returns and profitability.
 
Our results are sensitive to changes in market and economic conditions such as the level of employment, consumer confidence, consumer income, the availability of consumer and commercial financing, interest rate levels, supply of new and existing homes, supply of finished lots and the costs associated with constructing new homes and developing land. We may be affected by market and economic challenges, including the following, any of which may result from a continued or exacerbated general economic slowdown experienced by the nation as a whole or by the local economies where properties subject to our secured loans may be located:
 
  •  poor economic conditions may result in a slowing of new home sales and corresponding lot purchases by builders resulting in defaults by borrowers under our secured loans;
 
  •  job transfers and layoffs may cause new home sales to decrease;
 
  •  lack of liquidity in the secondary mortgage market;


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  •  tighter credit standards for home buyers;
 
  •  general unavailability of commercial credit; and
 
  •  illiquidity of financial institutions.
 
The length and severity of any economic downturn cannot be predicted. Our operations could be negatively affected to the extent that an economic downturn is prolonged or becomes more severe.
 
The failure of any bank in which we deposit our funds could reduce the amount of cash we have available to pay distributions and make additional investments.
 
We intend to diversify our cash and cash equivalents among several banking institutions in an attempt to minimize exposure to any one of these entities. We expect that we will have cash and cash equivalents and restricted cash deposited in certain financial institutions in excess of federally insured levels. If any of the banking institutions in which we have deposited funds ultimately fails, we may lose our deposits over any federally insured amount. The loss of our deposits could reduce the amount of cash we have available to distribute or invest and could result in a decline in the value of your investment.
 
Risks Related to the Secured Loan Lending Business
 
Defaults on our secured loans will reduce our income and your distributions.
 
Because a significant number of our assets will be secured loans, failure of a borrower to pay interest or repay a loan will have adverse consequences on our income. For example,
 
  •  failure by a borrower to repay loans or interest on loans will reduce our income and, consequently, distributions to our shareholders;
 
  •  we may not be able to resolve the default prior to foreclosure of the property securing the loan;
 
  •  we may be required to expend substantial funds for an extended period to complete or develop foreclosed properties;
 
  •  the subsequent income and sale proceeds we receive from the foreclosed properties may be less than competing investments; and
 
  •  the proceeds from sales of foreclosed properties may be less than our investment in the properties.
 
Investments in land development loans present additional risks compared to loans secured by operating properties.
 
We may invest up to 10% of our total assets in loans to purchase or develop unimproved real property. Unimproved real property may be raw land with or without entitlements, or land with entitlements with or without improvements such as utilities, streets or curbs, that is not intended for development in the next twelve months. Land development secured loans may be riskier than loans secured by improved properties, because:
 
  •  until disposition, the property does not generate separate income for the borrower to make loan payments;
 
  •  the completion of planned development may require additional development financing by the borrower, which may not be available;
 
  •  depending on the velocity or amount of lot sales to homebuilders, demand for lots may decrease causing the price of the lots to decrease;
 
  •  depending on the velocity or amount of lot sales to developers or homebuilders, demand for land may decrease causing the price of the land to decrease;


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  •  there is no assurance that we will be able to sell unimproved land promptly if we are forced to foreclose upon it; and
 
  •  lot sale contracts are generally not “specific performance” contracts, and the borrower may have no recourse if a homebuilder elects not to purchase lots.
 
Investments in second, mezzanine and wraparound mortgage loans present additional risks compared to loans secured by first deeds of trust.
 
We expect that we will be the junior lender with respect to many of our loans. We will invest in second mortgage loans and, in some instances, mezzanine and wraparound mortgage loans. A wraparound, or all-inclusive, mortgage loan is a loan in which the lender combines the remainder of an old loan with a new loan at an interest rate that blends the rate charged on the old loan with the current market rate. In a second mortgage loan and in a mezzanine loan, our rights as a lender, including our rights to receive payment on foreclosure, will be subject to the rights of the prior secured lender. In a wraparound mortgage loan, our rights will be similarly subject to the rights of any prior secured lender, but the aggregate indebtedness evidenced by our loan documentation will be the prior secured loans in addition to the new funds we invest. Under a wraparound mortgage loan, we would receive all payments from the borrower and forward to any senior lender its portion of the payments we receive. Because all of these types of loans are subject to the prior lender’s right to payment on foreclosure, we incur a greater risk when we invest in each of these types of loans.
 
Credit enhancements provided by us are subject to specific risks relating to the particular borrower and are subject to the general risks of investing in residential real estate.
 
We may provide credit enhancements to real estate developers, homebuilders, land bankers and other real estate investors (such credit enhancements may take the form of a loan guarantee, the pledge of assets, a letter of credit or an inter-creditor agreement provided by us to a third-party lender for the benefit of a borrower and are intended to enhance the creditworthiness of the borrower, thereby affording the borrower credit at terms it would otherwise be unable to obtain). Our provision of credit enhancements will involve special risks relating to the particular borrower under the third-party loan, including the financial condition and business outlook of the borrower. In addition, the borrowers who receive our credit enhancements are subject to the inherent risks associated with residential real estate discussed in this prospectus. See the sections of this prospectus captioned “Risk Factors — Risks Related to an Investment in United Development Funding IV,” “Risk Factors — General Risks Related to Investments in Real Estate,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
Many of our loans will require balloon payments, which are riskier than loans with fully amortized payments.
 
We anticipate that substantially all of our loans will be repaid from proceeds of lot sales or have balloon payments. A balloon payment is a large principal balance that is payable after a period of time during which the borrower has repaid none or only a small portion of the principal balance. Loans with balloon payments are riskier than loans with even payments of principal over a period of time, because the borrower’s repayment often depends on its ability to refinance the loan or sell the developed lots profitably when the loan comes due. There is no assurance that a borrower will have sufficient resources to make a balloon payment when due.
 
The interest-only loans we make or acquire may be subject to greater risk of default and there may not be sufficient funds or assets remaining to satisfy our loans, which may result in losses to us.
 
We intend to make and acquire interest-only loans. Interest-only loans typically cost the borrower less in monthly loan payments than fully-amortizing loans which require a payment on principal as well as interest. This lower cost may enable a borrower to acquire a more expensive property than if the borrower was entering into a fully-amortizing secured loan. Borrowers utilizing interest-only loans are dependent on the appreciation


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of the value of the underlying property, and the sale or refinancing of such property, to pay down the interest-only loan since none of the principal balance is being paid down with the borrowers’ monthly payments. If the value of the underlying property declines due to market or other factors, it is likely that a property would be worth less than the secured balance on the property. Thus, there may be greater risk of default by borrowers who enter into interest-only loans. In addition, some interest-only loans may include an interest reserve in the loan amount. If such reserve is funded, the loan-to-value ratio for that loan will increase, possibly above generally acceptable levels. In the event of a defaulted interest-only loan, we would acquire the underlying collateral which may have declined in value. In addition, there are significant costs and delays associated with the foreclosure process. Any of these factors may result in losses to us.
 
Larger loans result in less portfolio diversity and may increase risk and the concentration of loans with a common borrower may increase our risk.
 
We intend to invest in loans that individually constitute an average amount equal to the lesser of (a) 1% to 3% of the total amount raised in this offering, or (b) $2.5 million to $15 million. However, we may invest in larger loans depending on such factors as our performance and the value of the collateral. These larger loans are riskier because they may reduce our ability to diversify our loan portfolio.
 
The concentration of loans with a common borrower may increase our risks.
 
We may invest in multiple secured loans that share a common borrower. The bankruptcy, insolvency or other inability of any borrower that is the subject of multiple loans to pay interest or repay principal on its loans would have adverse consequences on our income and reduce the amount of funds available for distribution to investors. The more concentrated our portfolio is with one or a few borrowers, the greater credit risk we face. The loss of any one of these borrowers would have a material adverse effect on our financial condition and results of operations.
 
Incorrect or changed property values could result in losses and decreased distributions to you.
 
We will depend primarily upon our real estate security to protect us on the loans that we make. We will depend partly upon the skill of independent appraisers to value the security underlying our loans and partly upon our advisor’s internal underwriting and appraisal process. However, notwithstanding the experience of the appraisers selected by our advisor, they or our advisor may make mistakes, or regardless of decisions made at the time of funding, market conditions may deteriorate for various reasons, causing a decrease to the value of the security for our loans. As a result, there may be less security than anticipated at the time the loan was originally made. If there is less security and a default occurs, we may not recover the full amount of our loan, thus reducing the amount of funds available to distribute to you.
 
Changes in market interest rates may reduce our income and your distributions.
 
A substantial portion of all of our loans will be fixed-interest rate loans. Market interest rates on investments comparable to the shares could materially increase above the general level of our fixed-rate loans. Our distributions could then be less than the yield you may obtain from these other investments. We will also make loans with variable interest rates, which will cause variations in the yield to us from these loans. We may make loans with interest rate guarantee provisions in them, requiring a minimum period of months or years of earned interest even if the loan is paid off during the guarantee period. The duration of the guarantee is subject to negotiation and will likely vary from loan to loan. Other than these provisions, the majority of our loans will not include prepayment penalties for a borrower paying off a loan prior to maturity. The absence of a prepayment penalty in our loans may lead borrowers to refinance higher interest rate loans in a market of falling interest rates. This would then require us to reinvest the prepayment proceeds in loans or alternative short-term investments with lower interest rates and a corresponding lower yield to you. All of these risks increase as the length of maturity of a loan increases and the amount of cash available for new higher interest loans decreases. A material increase in market interest rates could result in a decrease in the supply of suitable secured loans to us, as there will likely be fewer attractive transactions for borrowers and less activity in the marketplace.


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Some losses that borrowers might incur may not be insured and may result in defaults that would increase your risk.
 
Our loans will require that borrowers carry adequate hazard insurance for our benefit. Some events are, however, either uninsurable or insurance coverage is economically not practicable. Losses from earthquakes, floods or mudslides, for example, may be uninsured and cause losses to us on entire loans. If a borrower allows insurance to lapse, an event of loss could occur before we become aware of the lapse and have time to obtain insurance ourselves. Insurance coverage may be inadequate to cover property losses, even though our advisor imposes insurance requirements on borrowers that it believes are adequate.
 
Foreclosures create additional ownership risks to us of unexpected increased costs or decreased income.
 
When we acquire property by foreclosure, we have economic and liability risks as the owner, including:
 
  •  less income and reduced cash flows on foreclosed properties than could be earned and received on secured loans;
 
  •  selling the homes or lots to homebuyers or homebuilders;
 
  •  selling the land to developers, homebuilders or other real estate investors;
 
  •  controlling construction or development and holding expenses;
 
  •  coping with general and local market conditions;
 
  •  complying with changes in laws and regulations pertaining to taxes, use, zoning and environmental protection; and
 
  •  possible liability for injury to persons and property.
 
If any of these risks were to materialize, then the return on the particular investment could be reduced, and our business, financial condition and results of operations could be adversely affected.
 
If we were found to have violated applicable usury laws, we would be subject to penalties and other possible risks.
 
Usury laws generally regulate the amount of interest that may lawfully be charged on indebtedness. Each state has its own distinct usury laws. We believe that our loans will not violate applicable usury laws. There is a risk, however, that a court could determine that our loans do violate applicable usury laws. If we were found to have violated applicable usury laws, we could be subject to penalties, including fines equal to three times the amount of usurious interest collected and restitution to the borrower. Additionally, usury laws often provide that a loan that violates usury laws is unenforceable. If we are subject to penalties or restitution or if our loan agreements are adjudged unenforceable by a court, it would have a material, adverse effect on our business, financial condition and results of operations and we would have difficulty making distributions to our shareholders.
 
General Risks Related to Investments in Real Estate
 
Our operating results may be affected by economic and regulatory changes that have an adverse impact on the real estate market in general.
 
Our operating results will be subject to risks generally incident to the ownership of assets related to the real estate industry, including:
 
  •  changes in interest rates and availability of permanent mortgage funds;
 
  •  changes in general economic or local conditions;
 
  •  changes in tax, real estate, environmental and zoning laws; and
 
  •  periods of high interest rates and tight money supply.


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For these and other reasons, we cannot assure you that we will be profitable or that we will realize growth in the amount of income we receive from our investments.
 
We expect to borrow money to make loans or purchase some of our real estate assets. If we fail to obtain or renew sufficient funding on favorable terms or at all, we will be limited in our ability to make loans or purchase assets, which will harm our results of operations. Furthermore, if we borrow money, your risks will increase if defaults occur.
 
We may incur substantial debt. We intend, when appropriate, to incur debt at the asset level. Asset level leverage will be determined by the anticipated term of the investment and the cash flow expected by the investment. Asset level leverage is expected to range from 0% to 90% of the asset value. In addition, we intend to incur debt at the fund level. Our board of trustees has adopted a policy to generally limit our fund level borrowings to 50% of the aggregate fair market value of our real estate properties or secured loans once we have invested a majority of the net proceeds of this offering and subsequent offerings, if any. However, we are permitted by our declaration of trust to borrow up to 300% of our net assets, and may borrow in excess of such amount if such excess borrowing is approved by a majority of our independent trustees and disclosed in our next quarterly report to shareholders, along with justification for such excess. Loans we obtain will likely be secured with recourse to all of our assets, which will put those assets at risk of forfeiture if we are unable to pay our debts.
 
Our ability to achieve our investment objectives depends, in part, on our ability to borrow money in sufficient amounts and on favorable terms. We expect to depend on a few lenders to provide the primary credit facilities for our investments, although we currently do not have any established financing sources. In addition, our existing indebtedness may limit our ability to make additional borrowings. If our lenders do not allow us to renew our borrowings or we cannot replace maturing borrowings on favorable terms or at all, we might have to sell our investment assets under adverse market conditions, which would harm our results of operations and may result in permanent losses. In addition, loans we obtain may be secured by all of our assets, which will put those assets at risk of forfeiture if we are unable to pay our debts.
 
Although we have no current financing arrangements in place, we intend to pursue securing a credit facility to use in the future.
 
Dislocations in the credit markets and real estate markets could have a material adverse effect on our results of operations, financial condition and ability to pay distributions to you.
 
Domestic and international financial markets currently are experiencing significant dislocations which have been brought about in large part by failures in the U.S. banking system. These dislocations have severely impacted the availability of credit and have contributed to rising costs associated with obtaining credit. If debt financing is not available on terms and conditions we find acceptable, we may not be able to obtain financing for investments. If this dislocation in the credit markets persists, our ability to borrow monies to finance investments in real estate assets will be negatively impacted. If we are unable to borrow monies on terms and conditions that we find acceptable, we likely will have to reduce the number of real estate investments we can make, and the return on the investments we do make likely will be lower. All of these events could have an adverse effect on our results of operations, financial condition and ability to pay distributions.
 
Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks.
 
We may provide financing for borrowers that will develop and construct improvements to land at a fixed contract price. We will be subject to risks relating to uncertainties associated with re-zoning for development and environmental concerns of governmental entities and/or community groups and our developer’s ability to control land development costs or to build infrastructure in conformity with plans, specifications and timetables deemed necessary by builders. The developer’s failure to perform may necessitate legal action by us to compel performance. Performance may also be affected or delayed by conditions beyond the developer’s control. Delays in completion of construction could also give builders the right to terminate preconstruction lot purchase contracts. These and other such factors can result in increased costs to the borrower that may make it


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difficult for the borrower to make payments to us. Furthermore, we must rely upon projections of lot take downs, expenses and estimates of the fair market value of property when evaluating whether to make loans. If our projections are inaccurate, and we are forced to foreclose on a property, our return on our investment could suffer.
 
The costs of compliance with environmental laws and other governmental laws and regulations may adversely affect our income and the cash available for any distributions.
 
All real property and the operations conducted on real property are subject to federal, state and local laws, ordinances and regulations relating to environmental protection and human health and safety. These laws and regulations generally govern wastewater discharges, air emissions, the operation and removal of underground and above-ground storage tanks, the use, storage, treatment, transportation and disposal of solid and hazardous materials, and the remediation of contamination associated with disposals. Under limited circumstances, a secured lender, in addition to the owner of real estate, may be liable for clean-up costs or have the obligation to take remedial actions under environmental laws, including, but not limited to, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or CERCLA. Some of these laws and regulations may impose joint and several liability for the costs of investigation or remediation of contaminated properties, regardless of fault or the legality of the original disposal. In addition, the presence of these substances, or the failure to properly remediate these substances, may adversely affect our ability to sell such property or to use the property as collateral for future borrowing.
 
If we foreclose on a defaulted loan to recover our investment, we may become subject to environmental liabilities associated with that property if we participate in the management of that property or do not divest ourselves of the property at the earliest practicable time on commercially reasonable terms. Environmental laws may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures. It is possible that property on which we foreclose may contain hazardous substances, wastes, contaminants or pollutants that we may be required to remove or remediate in order to clean up the property. If we foreclose on a contaminated property, we may also incur liability to tenants or other users of neighboring properties. We cannot assure you that we will not incur full recourse liability for the entire cost of removal and cleanup, that the cost of such removal and cleanup will not exceed the value of the property, or that we will recover any of these costs from any other party. It may be difficult or impossible to sell a property following discovery of hazardous substances or wastes on the property. The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could materially adversely affect our business, assets or results of operations and, consequently, amounts available for distribution to you.
 
Terrorist attacks or other acts of violence or war may affect the industry in which we operate, our operations and our profitability.
 
Terrorist attacks may harm our results of operations and your investment. We cannot assure you that there will not be further terrorist attacks against the United States or U.S. businesses. These attacks or armed conflicts may directly or indirectly impact the value of the property we own or the property underlying our loans. Losses resulting from these types of events are generally uninsurable. Moreover, any of these events could cause consumer confidence and spending to decrease or result in increased volatility in the United States and worldwide financial markets. They could also result in economic uncertainty in the United States or abroad. Adverse economic conditions resulting from terrorist activities could negatively impact borrowers’ ability to repay loans we make to them or harm the value of the property underlying our investments, both of which would impair the value of our investments and decrease our ability to make distributions to you.
 
We will be subject to risks related to the geographic concentration of the properties securing the loans and equity investments we make.
 
Although we may purchase loans and make investments throughout the contiguous United States, initially we expect the majority of investments will be in the Southeastern and Southwestern United States, with a near


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term concentration of substantially all of our investing and lending (90% or more) in the major Texas submarkets. However, if the residential real estate market or general economic conditions in these geographic areas decline to an extent greater than we forecast, or recover to a lesser extent than we forecast, our and our borrowers’ ability to sell homes, lots and land located in these areas may be impaired, we may experience a greater rate of default on the loans or other investments we make with respect to real estate in these areas, and the value of the homes and parcels in which we invest and that are underlying our investments in these areas could decline. Any of these events could materially adversely affect our business, financial condition or results of operations.
 
We will be subject to a number of legal and regulatory requirements, including regulations regarding interest rates, mortgage laws, securities laws and the taxation of REITs or business trusts, which may adversely affect our operations.
 
Federal and state lending laws and regulations generally regulate interest rates and many other aspects of real estate loans and contracts. Violations of those laws and regulations could materially adversely affect our business, financial condition and results of operations. We cannot predict the extent to which any law or regulation that may be enacted or enforced in the future may affect our operations. In addition, the costs to comply with these laws and regulations may adversely affect our profitability. Future changes to the laws and regulations affecting us, including changes to mortgage laws and securities laws and changes to the Internal Revenue Code applicable to the taxation of REITs or business trusts, could make it more difficult or expensive for us to comply with such laws or otherwise harm our business.
 
Federal Income Tax Risks
 
Failure to qualify as a REIT would adversely affect our operations and our ability to make distributions.
 
We have not yet elected to be taxed as a REIT. In order for us to qualify as a REIT, we must satisfy certain requirements set forth in the Internal Revenue Code and treasury regulations promulgated thereunder and various factual matters and circumstances that are not entirely within our control. We intend to structure our activities in a manner designed to satisfy all of these requirements. However, if certain of our operations were to be recharacterized by the Internal Revenue Service, such recharacterization could jeopardize our ability to satisfy all of the requirements for qualification as a REIT.
 
The opinion of our legal counsel, Morris, Manning & Martin, LLP, regarding our ability to qualify as a REIT does not guarantee our ability to qualify and remain a REIT. Our legal counsel has rendered its opinion that we will qualify as a REIT, based upon our representations as to the manner in which we are and will be owned, invest in assets and operate, among other things. Our qualification as a REIT will depend upon our ability to meet, through investments, actual operating results, distributions and satisfaction of specific shareholder rules, the various tests imposed by the Internal Revenue Code. Morris, Manning & Martin, LLP will not review these operating results or compliance with the qualification standards on an ongoing basis. This means that we cannot assure you that we will satisfy the REIT requirements in the future. Also, this opinion represents Morris, Manning & Martin, LLP’s legal judgment based on the law in effect as of the date of this prospectus and is not binding on the Internal Revenue Service or the courts, and could be subject to modification or withdrawal based on future legislative, judicial or administrative changes to the federal income tax laws, any of which could be applied retroactively.
 
If we fail to qualify as a REIT for any taxable year, we will be subject to federal income tax on our taxable income at corporate rates. In addition, we may be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT status. Losing our REIT status would reduce our net earnings available for investment or distribution to shareholders because of the additional tax liability. In addition, distributions to shareholders would no longer qualify for the distributions paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax.
 
Qualification as a REIT is subject to the satisfaction of tax requirements and various factual matters and circumstances that are not entirely within our control. New legislation, regulations, administrative


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interpretations or court decisions could change the tax laws with respect to qualification as a REIT or the federal income tax consequences of being a REIT. Our failure to qualify as a REIT would adversely affect your return on your investment.
 
Our investment strategy may cause us to incur penalty taxes, lose our REIT status, or own and sell properties through taxable REIT subsidiaries, each of which would diminish the return to our shareholders.
 
In light of our investment strategy, it is possible that one or more sales of our properties may be “prohibited transactions” under provisions of the Internal Revenue Code. See “Federal Income Tax Considerations — Prohibited Transactions.” If we are deemed to have engaged in a “prohibited transaction” (i.e., we sell a property held by us primarily for sale in the ordinary course of our trade or business), all income that we derive from such sale would be subject to a 100% tax. The Internal Revenue Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax. A principal requirement of the safe harbor is that the REIT must hold the applicable property for not less than two years prior to its sale. See “Federal Income Tax Considerations — Prohibited Transactions.” Given our investment strategy, it is entirely possible, if not likely, that the sale of one or more of our properties will not fall within the prohibited transaction safe harbor.
 
If we desire to sell a property pursuant to a transaction that does not fall within the safe harbor, we may be able to avoid the 100% penalty tax if we acquired the property through a taxable REIT subsidiary, or TRS, or acquired the property and transferred it to a TRS for a non-tax business purpose prior to the sale (i.e., for a reason other than the avoidance of taxes). However, there may be circumstances that prevent us from using a TRS in a transaction that does not qualify for the safe harbor. Additionally, even if it is possible to effect a property disposition through a TRS, we may decide to forego the use of a TRS in a transaction that does not meet the safe harbor based on our own internal analysis, the opinion of counsel or the opinion of other tax advisors that the disposition will not be subject to the 100% penalty tax. In cases where a property disposition is not effected through a TRS, the Internal Revenue Service could successfully assert that the disposition constitutes a prohibited transaction, in which event all of the net income from the sale of such property will be payable as a tax and none of the proceeds from such sale will be distributable by us to our shareholders or available for investment by us.
 
If we acquire a property that we anticipate will not fall within the safe harbor from the 100% penalty tax upon disposition, then we may acquire such property through a TRS in order to avoid the possibility that the sale of such property will be a prohibited transaction and subject to the 100% penalty tax. If we already own such a property directly or indirectly through an entity other than a TRS, we may contribute the property to a TRS if there is another, non-tax related business purpose for the contribution of such property to the TRS. Following the transfer of the property to a TRS, the TRS will operate the property and may sell such property and distribute the net proceeds from such sale to us, and we may distribute the net proceeds distributed to us by the TRS to our shareholders. Though a sale of the property by a TRS may eliminate the danger of the application of the 100% penalty tax, the TRS itself would be subject to a tax at the federal level, and potentially at the state and local levels, on the gain realized by it from the sale of the property as well as on the income earned while the property is operated by the TRS. This tax obligation would diminish the amount of the proceeds from the sale of such property that would be distributable to our shareholders. As a result, the amount available for distribution to our shareholders would be substantially less than if the REIT had not operated and sold such property through the TRS and such transaction was not successfully characterized as a prohibited transaction. The maximum federal corporate income tax rate currently is 35%. Federal, state and local corporate income tax rates may be increased in the future, and any such increase would reduce the amount of the net proceeds available for distribution by us to our shareholders from the sale of property through a TRS after the effective date of any increase in such tax rates.
 
If we own too many properties through one or more of our TRSs, then we may lose our status as a REIT. If we fail to qualify as a REIT for any taxable year, we will be subject to federal income tax on our taxable income at corporate rates. In addition, we may be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT status. Losing our REIT status would reduce our net earnings


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available for investment or distribution to shareholders because of the additional tax liability. In addition, distributions to shareholders would no longer qualify for the distributions paid deduction, and we would no longer be required to make distributions. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax. As a REIT, the value of the securities we hold in all of our TRSs may not exceed 25% of the value of all of our assets at the end of any calendar quarter. If the Internal Revenue Service were to determine that the value of our interests in all of our TRSs exceeded 25% of the value of total assets at the end of any calendar quarter, then we would fail to qualify as a REIT. If we determine it to be in our best interests to own a substantial number of our properties through one or more TRSs, then it is possible that the Internal Revenue Service may conclude that the value of our interests in our TRSs exceeds 25% of the value of our total assets at the end of any calendar quarter and therefore cause us to fail to qualify as a REIT. Additionally, as a REIT, no more than 25% of our gross income with respect to any year may be from sources other than real estate. Distributions paid to us from a TRS are considered to be non-real estate income. Therefore, we may fail to qualify as a REIT if distributions from all of our TRSs, when aggregated with all other non-real estate income with respect to any one year, are more than 25% of our gross income with respect to such year. We will use all reasonable efforts to structure our activities in a manner intended to satisfy the requirements for our continued qualification as a REIT. Our failure to qualify as a REIT would adversely affect your return on your investment.
 
Certain fees paid to us may affect our REIT status.
 
Certain fees and income we receive could be characterized by the Internal Revenue Service as non-qualifying income for purposes of satisfying the “income tests” required for REIT qualification. If this fee income were, in fact, treated as non-qualifying, and if the aggregate of such fee income and any other non-qualifying income in any taxable year ever exceeded 5% of our gross revenues for such year, we could lose our REIT status for that taxable year and the four ensuing taxable years. We will use all reasonable efforts to structure our activities in a manner intended to satisfy the requirements for our continued qualification as a REIT. Our failure to qualify as a REIT would adversely affect your return on your investment.
 
You may have tax liability on distributions you elect to reinvest in our common shares of beneficial interest, and you may have to use funds from other sources to pay such tax liability.
 
If you elect to have your distributions reinvested in our common shares of beneficial interest pursuant to our distribution reinvestment plan, you will be deemed to have received, and for income tax purposes will be taxed on, the amount reinvested that does not represent a return of capital. As a result, unless you are a tax-exempt entity, you may have to use funds from other sources to pay your tax liability on the value of the shares received.
 
If our operating partnership fails to maintain its status as a partnership, its income may be subject to taxation, which would reduce our cash available for distribution to our shareholders.
 
We intend to maintain the status of the operating partnership as a partnership for federal income tax purposes. However, if the Internal Revenue Service were to successfully challenge the status of the operating partnership as a partnership, it would be taxable as a corporation. In such event, this would reduce the amount of distributions that the operating partnership could make to us. This would also result in our losing REIT status, and becoming subject to a corporate level tax on our own income. This would substantially reduce our cash available to make distributions and the return on your investment. In addition, if any of the partnerships or limited liability companies through which the operating partnership owns its properties, in whole or in part, loses its characterization as a partnership for federal income tax purposes, it would be subject to taxation as a corporation, thereby reducing distributions to the operating partnership. Such a recharacterization of an underlying property owner could also threaten our ability to maintain REIT status.


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In certain circumstances, we may be subject to federal and state taxes on income as a REIT, which would reduce our cash available for distribution to our shareholders.
 
Even if we qualify and maintain our status as a REIT, we may become subject to federal income taxes and related state taxes. For example, if we have net income from a “prohibited transaction,” such income will be subject to a 100% tax. We may not be able to make sufficient distributions to avoid excise taxes applicable to REITs. We may also decide to retain income we earn from the interest on our secured loans or the sale or other disposition of our property and pay income tax directly on such income. In that event, our shareholders would be treated as if they earned that income and paid the tax on it directly. However, shareholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability. We may also be subject to state and local taxes on our income or property, either directly or at the level of the operating partnership or at the level of the other companies through which we indirectly make secured loans or own our assets. Any federal or state taxes paid by us will reduce our cash available for distribution to our shareholders.
 
Legislative or regulatory action could adversely affect the returns to our investors.
 
In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of the federal income tax laws applicable to investments similar to an investment in our common shares of beneficial interest. Additional changes to the tax laws are likely to continue to occur, and we cannot assure you that any such changes will not adversely affect the taxation of a shareholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. You are urged to consult with your own tax advisor with respect to the impact of recent legislation on your investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares. You also should note that our counsel’s tax opinion is based upon existing law and treasury regulations promulgated under the Internal Revenue Code, applicable as of the date of its opinion, all of which are subject to change, either prospectively or retroactively.
 
Congress passed major federal tax legislation in 2003, with modifications to that legislation in 2005. One of the changes effected by that legislation generally reduced the tax rate on dividends paid by companies to individuals to a maximum of 15% prior to 2011. REIT distributions generally do not qualify for this reduced rate. The tax changes did not, however, reduce the corporate tax rates. Therefore, the maximum corporate tax rate of 35% has not been affected. However, as a REIT, we generally would not be subject to federal or state corporate income taxes on that portion of our ordinary income or capital gain that we distribute currently to our shareholders, and we thus expect to avoid the “double taxation” to which other companies are typically subject.
 
Although REITs continue to receive substantially better tax treatment than entities taxed as corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be taxed for federal income tax purposes as a corporation. As a result, our declaration of trust provides our board of trustees with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a corporation, without the vote of our shareholders. Our board of trustees has fiduciary duties to us and our shareholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of our shareholders.
 
Equity participation in secured loans may result in taxable income and gains from these properties which could adversely impact our REIT status.
 
If we participate under a secured loan in any appreciation of the properties securing the secured loan or its cash flow and the Internal Revenue Service characterizes this participation as “equity,” we might have to recognize income, gains and other items from the property. This could affect our ability to qualify as a REIT.


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Distributions to tax-exempt investors may be classified as UBTI and tax-exempt investors would be required to pay tax on such income and to file income tax returns.
 
Neither ordinary nor capital gain distributions with respect to our common shares of beneficial interest nor gain from the sale of shares should generally constitute UBTI to a tax-exempt investor. However, there are certain exceptions to this rule, including:
 
  •  under certain circumstances, part of the income and gain recognized by certain qualified employee pension trusts with respect to our shares may be treated as UBTI if our shares are predominately held by qualified employee pension trusts, such that we are a “pension-held” REIT (which we do not expect to be the case);
 
  •  part of the income and gain recognized by a tax-exempt investor with respect to our shares would constitute UBTI if such investor incurs debt in order to acquire the common shares of beneficial interest; and
 
  •  part or all of the income or gain recognized with respect to our common shares of beneficial interest held by social clubs, voluntary employee benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are exempt from U.S. federal income taxation under Sections 501(c)(7), (9), (17) or (20) of the Internal Revenue Code may be treated as UBTI.
 
We encourage you to consult your own tax advisor to determine the tax consequences applicable to you if you are a tax-exempt investor. See “Federal Income Tax Considerations — Taxation of Shareholders — Taxation of Tax-Exempt Shareholders.”
 
Distributions to foreign investors may be treated as ordinary income distributions to the extent that they are made out of current or accumulated earnings and profits.
 
In general, foreign investors will be subject to regular U.S. federal income tax with respect to their investment in our shares if the income derived therefrom is “effectively connected” with the foreign investor’s conduct of a trade or business in the United States. A distribution to a foreign investor that is not attributable to gain realized by us from the sale or exchange of a “U.S. real property interest” within the meaning of the Foreign Investment in Real Property Tax Act of 1980, as amended, or FIRPTA, and that we do not designate as a capital gain dividend, will be treated as an ordinary income distribution to the extent that it is made out of current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Generally, any ordinary income distribution will be subject to a U.S. federal income tax equal to 30% of the gross amount of the distribution, unless this tax is reduced by the provisions of an applicable treaty. See the “Federal Income Tax Considerations — Taxation of Foreign Shareholders” section of this prospectus.
 
Foreign investors may be subject to FIRPTA tax upon the sale of their shares.
 
A foreign investor disposing of a U.S. real property interest, including shares of a U.S. entity whose assets consist principally of U.S. real property interests, is generally subject to FIRPTA tax on the gain recognized on the disposition. Such FIRPTA tax does not apply, however, to the disposition of shares in a REIT if the REIT is “domestically controlled.” A REIT is “domestically controlled” if less than 50% of the REIT’s shares, by value, have been owned directly or indirectly by persons who are not qualifying U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. While we intend to qualify as “domestically controlled,” we cannot assure you that we will. If we were to fail to so qualify, gain realized by foreign investors on a sale of our shares would be subject to FIRPTA tax, unless the shares were traded on an established securities market and the foreign investor did not at any time during a specified testing period directly or indirectly own more than 5% of the value of our outstanding common shares of beneficial interest. See the “Federal Income Tax Considerations — Taxation of Foreign Shareholders” section of this prospectus.
 
Foreign investors may be subject to FIRPTA tax upon the payment of a capital gain distribution.
 
A foreign investor also may be subject to FIRPTA tax upon the payment of any capital gain distribution by us, which distribution is attributable to gain from sales or exchanges of U.S. real property interests. Additionally, capital gain distributions paid to foreign investors, if attributable to gain from sales or exchanges


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of U.S. real property interests, would not be exempt from FIRPTA and would be subject to FIRPTA tax. See the “Federal Income Tax Considerations — Taxation of Foreign Shareholders” section of this prospectus for further discussion.
 
We encourage you to consult your own tax advisor to determine the tax consequences applicable to you if you are a foreign investor.
 
Risks Related to Investments by Tax-Exempt Entities and Benefit Plans Subject to ERISA
 
If you fail to meet the fiduciary and other standards under ERISA or the Internal Revenue Code as a result of an investment in our common shares of beneficial interest, you could be subject to criminal and civil penalties.
 
There are special considerations that apply to tax-qualified pension, stock bonus or profit-sharing plans, employee benefit plans described in Section 3(3) of ERISA and other retirement plans or accounts subject to Section 4975 of the Internal Revenue Code (such as IRAs or annuities described in Sections 408 or 408A of the Internal Revenue Code, annuities described in Sections 403(a) or (b) of the Internal Revenue Code, Archer MSAs described in Section 220(d) of the Internal Revenue Code, health savings accounts described in Section 223(d) of the Internal Revenue Code, or Coverdell education savings accounts described in Section 530 of the Internal Revenue Code) that are investing in our shares. If you are investing the assets of a plan or IRA in our common shares of beneficial interest, you should satisfy yourself that, among other things:
 
  •  your investment is consistent with your fiduciary obligations under ERISA and the Internal Revenue Code applicable to your plan or IRA;
 
  •  your investment is made in accordance with the documents and instruments governing your plan or IRA (including your plan’s investment policy, if applicable);
 
  •  your investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Internal Revenue Code that may apply to your plan or IRA;
 
  •  your investment will not impair the liquidity of the plan or IRA;
 
  •  your investment will not produce UBTI for the plan or IRA;
 
  •  you will be able to value the assets of the plan or IRA annually or more frequently in accordance with ERISA and Internal Revenue Code requirements and any applicable provisions of the plan or IRA; and
 
  •  your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.
 
Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA and the Internal Revenue Code may result in the imposition of civil or criminal penalties and could subject the responsible fiduciaries to liability and equitable remedies. In addition, if an investment in our shares constitutes a prohibited transaction under ERISA or the Internal Revenue Code, the “party-in-interest” or “disqualified person” who engaged in the prohibited transaction may be subject to the imposition of excise taxes with respect to the amount involved. For a discussion of the considerations associated with an investment in our shares by a tax-qualified employee benefit plan or IRA, see “Investment by Tax-Exempt Entities and ERISA Considerations.”


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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
This prospectus contains forward-looking statements. Such statements include, in particular, statements about our plans, strategies and prospects. These forward-looking statements are not historical facts but are the intent, belief or current expectations of our business and industry. You can generally identify forward-looking statements by our use of forward-looking terminology, such as “may,” “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “would,” “could,” “should” and variations of these words and similar expressions. You should not rely on our forward-looking statements because the matters they describe are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond our control. Our actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements.
 
You should carefully review the “Risk Factors” section of this prospectus for a discussion of the risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, we do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


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ESTIMATED USE OF PROCEEDS
 
The following table sets forth information about how we intend to use the proceeds raised in this offering, assuming that we sell (1) the minimum offering of 50,000 shares and no shares pursuant to our distribution reinvestment plan, (2) the maximum offering of 25,000,000 shares pursuant to our primary offering and no shares pursuant to our distribution reinvestment plan, and (3) the maximum offering of 35,000,000 shares.
 
Many of the figures set forth below represent management’s best estimate since they cannot be precisely calculated at this time. We expect to use at least 84.47% of the money that shareholders invest to make secured loans and other real estate investments. The remaining up to 15.53% of gross proceeds of this offering will be used to pay fees and expenses to our advisor, affiliates of our advisor, and the dealer manager and soliciting dealers. Our fees and expenses, as listed below, include the following:
 
  •  Selling commissions equal to 6.5% of gross offering proceeds (except that no selling commissions will be paid with respect to sales pursuant to our distribution reinvestment plan), payable to the dealer manager. The dealer manager will reallow all selling commissions earned to soliciting dealers. Selling commissions may be reduced for certain categories of purchasers or in certain limited circumstances, as described in the “Plan of Distribution” section of this prospectus.
 
  •  Dealer manager fees of 3.5% of our gross offering proceeds (except that no dealer manager fees will be paid with respect to sales pursuant to our distribution reinvestment plan), payable to the dealer manager. The dealer manager fees may be reduced in certain circumstances, as described in the “Plan of Distribution” section of this prospectus. The dealer manager may reallow all or a portion of its dealer manager fee to soliciting dealers.
 
  •  Our advisor or its affiliates will be responsible for the payment of all organization and offering expenses other than those expenses that would be deemed to be underwriting compensation, which we will pay directly. We will pay our advisor or its affiliates a flat fee of 3% of the gross offering proceeds (other than proceeds with respect to sales pursuant to our distribution reinvestment plan) for organization and offering expenses that it incurs on our behalf. Our advisor and its affiliates will be responsible for the payment of all organization and offering expenses related to our primary offering (other than selling commissions and dealer manager fees) to the extent they exceed 3% of gross offering proceeds from the primary offering, without recourse against or reimbursement by us. We may not amend our advisory management agreement to increase the amount we are obligated to pay our advisor with respect to organization and offering expenses during this primary offering. Under no circumstances may our total organization and offering expenses (including selling commissions and dealer manager fees) exceed 15% of gross offering proceeds.
 
Organization and offering expenses (other than selling commissions and dealer manager fees) are defined generally as any and all costs and expenses incurred by us in connection with our formation, preparing us for this offering, the qualification and registration of this offering and the marketing and distribution of our shares in this offering, including, but not limited to, accounting and legal fees, bona fide due diligence expenses which are separately and specifically invoiced, amending the registration statement and supplementing the prospectus, printing, mailing and distribution costs, filing fees, amounts to reimburse our advisor or its affiliates for the salaries of employees and other costs in connection with preparing supplemental sales literature, telecommunication costs, charges of transfer agents, registrars, trustees, escrow holders, depositories and experts, the cost of bona fide training and education meetings held by us (including the travel, meal and lodging costs of registered representatives of broker-dealers), attendance fees and cost reimbursement for employees of our advisor and its affiliates to attend retail conferences conducted by broker-dealers.
 
  •  Acquisition and origination fees and expenses equal to 3% of the net amount available for investment after payment of selling commissions, dealer manager fees and organization and offering expenses, i.e., 3% of the funds advanced in respect of secured loans and 3% of the contract purchase price of other real estate investments, payable to our advisor and its affiliates in connection with the selection, evaluation, acquisition and/or origination of secured loans, and the selection, evaluation and acquisition of other real estate investments, including, but not limited to, legal fees and expenses, travel and communication expenses, costs of appraisals, accounting fees and expenses, nonrefundable option


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  payments on properties that are not acquired, title insurance, and miscellaneous expenses related to the selection and acquisitions of investments, whether or not acquired. Acquisition and origination fees and expenses will be paid by us with respect to each new loan we originate or acquire at the time we enter into or acquire the loan. Acquisition and origination fees and expenses will be paid by us with respect to each new real estate asset we acquire at the time such acquisition is closed.
 
In no event shall the total underwriting compensation, including selling commissions and dealer manager fees, exceed 10% of gross offering proceeds.
 
                                                 
    Minimum Offering
    Maximum Primary Offering
    Maximum Total Offering
 
    (50,000 shares)(1)     (25,000,000 shares)(1)     (35,000,000 shares)(1)  
    Amount     Percent     Amount     Percent     Amount     Percent  
 
Gross offering proceeds
  $ 1,000,000       100.00 %   $ 500,000,000       100.00 %   $ 700,000,000       100.00 %
Selling commissions(2)
    65,000       6.50       32,500,000       6.50       32,500,000       4.64  
Dealer manager fees(2)
    35,000       3.50       17,500,000       3.50       17,500,000       2.50  
Organization and offering expenses(3)
    30,000       3.00       15,000,000       3.00       15,000,000       2.14  
                                                 
Amount available for investment
  $ 870,000       87.00 %   $ 435,000,000       87.00 %   $ 635,000,000       90.71 %
                                                 
Acquisition and origination fees and expenses(4)
  $ 25,340       2.53 %   $ 12,669,903       2.53 %   $ 18,495,146       2.64 %
                                                 
Amount estimated to be invested(5)
  $ 844,660       84.47 %   $ 422,330,097       84.47 %   $ 616,504,854       88.07 %
                                                 
 
 
(1) For purposes of this table, the minimum offering and maximum primary offering amounts assume that no purchases are made under our distribution reinvestment plan, and the maximum total offering amounts assume the sale of all 10,000,000 shares being offered under our distribution reinvestment plan.
 
(2) We pay selling commissions of up to 6.5% and a dealer manager fee of up to 3.5%, each of which is based on the gross proceeds of the primary offering and payable to the dealer manager. The dealer manager will reallow all selling commissions, subject to federal and state securities laws, to the soliciting dealers who sold our common shares. The dealer manager, in its sole discretion, may reallow all or a portion of the dealer manager fee attributable to our common shares, subject to federal and state securities laws, sold by soliciting dealers participating in this offering. The selling commissions and dealer manager fee may be reduced for volume discounts and other circumstances or waived as further described in the “Plan of Distribution” section of this prospectus; however, for purposes of this table, we have not assumed any such discounts or waivers. We do not pay selling commissions or dealer manager fees for shares issued pursuant to our distribution reinvestment plan.
 
(3) Our advisor will pay any amount of organization and offering expense that exceeds 3% of the gross proceeds from our primary offering.
 
(4) For purposes of this table, we have assumed that no borrowings are used to make or invest in loans or to acquire other real estate assets. We have also assumed that 87% of gross offering proceeds (or 90.71% of gross proceeds from the total offering which includes the maximum number of shares registered in respect of both the primary offering and the distribution reinvestment plan) are used to make loans or acquire other real estate assets and to pay the fees and expenses related to the selection and acquisition of such investments. However, it is our intent to leverage our investments with debt. Therefore, actual amounts are dependent upon the value of our investments as financed and cannot be determined at the present time. Our board of trustees has adopted a policy that will limit our fund level borrowing to no more than 50% of the aggregate fair market value of our assets, unless substantial justification exists that borrowing a greater amount is in our best interests as determined by our board of trustees, including a majority of our independent trustees. However, this policy does not apply to individual investments and only will apply once we have ceased raising capital under this or any subsequent offering and invested a majority of the net proceeds from such offerings. We also intend, when appropriate, to incur debt at the asset level. Asset level leverage will be determined by the anticipated term of the investment and the cash flow expected by the investment. Asset level leverage is expected to range from 0% to 90% of the asset value. For


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illustrative purposes, assuming we sell the maximum total offering, we use 50% fund level leverage, the value of our assets is equal to the original principal amounts of our loans and/or the contract purchase price of our other real estate assets, and we do not reinvest the proceeds of any loan repayments or other capital transactions, we would invest approximately $1,233,009,708 using approximately $616,504,854 of indebtedness. In such case, acquisition and origination expenses and fees would be approximately $36,990,291. We note that, under our declaration of trust, the maximum amount of indebtedness is generally limited to 300% of our net assets (75% of the aggregate fair market value of our assets) as of the date of any borrowing. Although we do not intend to incur this level of indebtedness, as evidenced by our board of trustees’ policy stated above, if we incurred this level of indebtedness and sold the maximum total offering, we would invest approximately $2,466,019,416 using approximately $1,849,514,562 of indebtedness, and our acquisition and origination expenses and fees would be approximately $73,980,582.
 
(5) Includes amounts we expect to invest in secured loans and other real estate investments net of fees and expenses. We estimate that at least 84.47% of gross offering proceeds will be used to acquire secured loans and other real estate investments. The percentage of gross offering proceeds available to be invested may increase to 88.07% if our distribution reinvestment plan is fully subscribed.
 
We intend to concentrate on single-family housing investments and financings, with a primary focus on single-family lot development. Although this specific focus is narrow, the investment and loan structures will vary from equity investments to first lien and subordinate secured residential real estate loans. The percentage of our proceeds loaned for, or invested in, land for the development of single-family lots, finished lots, construction of new single-family homes and model homes will be determined by housing and credit market conditions, and therefore, it is not possible to provide estimated percentages of each type of investment.
 
We intend to commence monthly distributions when we begin to receive interest and investment income. In the event we do not have enough cash from operations to fund the distributions, we may borrow, issue additional securities or sell assets in order to fund the distributions or make the distributions out of net proceeds from this offering. We have not established any limit on the amount of proceeds from this offering that may be used to fund distributions, except that, in accordance with our organizational documents and Maryland law, we may not make distributions that would (1) cause us to be unable to pay our debts as they become due in the usual course of business; (2) cause our total assets to be less than the sum of our total liabilities plus senior liquidation preferences, if any; or (3) jeopardize our ability to qualify as a REIT. We cannot predict when we will begin making distributions to our shareholders.
 
On a national level, we believe that the housing market is oversupplied and undergoing price corrections. Accordingly, most housing markets are not conducive to additional lot development. In addition, development financing is constrained on a national level. Current credit market constraints present opportunities for finished lot financing and construction lending in select markets, notably Texas, which we believe has experienced growth and little oversupply and pricing correction. Therefore, in the near term, we will concentrate substantially all of our investing and lending (90% or more) in the major Texas submarkets. Furthermore, in the near term we will concentrate substantially all (90% or more) of our investments in (1) secured loans for the construction of single-family homes and (2) loans secured by completed new single-family homes. To a lesser extent (10% or less), our investments will be in (1) direct investments in completed new single-family homes and (2) the purchase of discounted cash flows secured by state, county, municipal or other similar assessments on real property (as described in the “Investment Objectives and Criteria — Acquisition and Investment Policies — Types of Investments” section of this prospectus).
 
As national markets are corrected and corresponding demand for land acquisition and new lot development increases, we will increase the percentage of our proceeds invested in land acquisition and development loans. As national markets correct, we intend to invest in markets with strong, long-term underlying single-family housing fundamentals, such as strong population growth, employment and economic growth and household formation including California, Florida, Arizona and Nevada; however, our primary geographic concentration will remain in the major Texas markets. Additionally, as housing market conditions improve, we expect conventional lenders will increase the amount of construction and development financing available, and we will decrease our first-lien secured development and construction lending and increase the amount of our subordinate financing. In a corrected, stable housing market, we will concentrate substantially all (90% or more) of our investments in (1) secured loans for the acquisition and development of parcels of


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real property as single-family residential lots and (2) direct investments in parcels of real property for development into single-family residential lots. To a lesser extent (10% or less), our investments will be direct investments in, and loans secured by, developed single-family lots.
 
Applications of offering proceeds are subject to change as our board of trustees revises the methods of implementing our investment policies. If our board of trustees revises the methods of implementing our investment policies, disclosure of such revisions will be included in a supplement to this prospectus, as well as our next quarterly or annual report and, if necessary, a current report on Form 8-K. Conditions that will result in change of the allocations of our offering proceeds include:
 
  •  the return of conventional bank financing for the construction of single-family homes, which will afford homebuilders a lower cost of financing, thereby decreasing our investments in secured loans for the construction of single-family homes;
 
  •  improved regional and national home sales, which will reduce outstanding inventories and decrease our loans and investments in completed single-family homes;
 
  •  improved regional and national home sales, which will increase the demand for developed lots, thereby increasing the amount of our loans for, and investments in, parcels of real property for development into single-family residential lots;
 
  •  the return of conventional bank financing for the acquisition of parcels of real property for development into single-family residential lots, which will afford developers a lower cost of financing, thereby decreasing our investments in first-lien secured development loans;
 
  •  the decrease in first-lien secured development loans, which will result in the increase of our subordinate development loans as a percentage of our investments;
 
  •  improved regional and national home sales, which will increase the demand for finished lots, creating the need for capital structures to provide for the purchase and inventory of finished lots, thereby increasing our loans for, and investments in, single-family lots;
 
  •  improved regional and national home sales, which will increase the demand for conventional financing for development of single-family lots and the construction of homes, thereby increasing the opportunity for us to provide credit enhancements to developers, homebuilders, land bankers and other real estate investors, thus increasing the amount of credit enhancements we will provide; and
 
  •  the return of secondary securitization markets for real estate secured loans, which will increase the amount of our participations in or financing for other real estate investors of securitized loan pools.
 
Our independent trustees will review our investment policies at least annually to determine that our policies are in the best interest of our shareholders.
 
For additional discussion of current market conditions and material trends affecting our business, please see the section of this prospectus entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
 
In a stable housing and credit market, we will experience changes in the percentage of our investments and loans across the various investment and loan categories as the developments securing our investments and loans progress through the development lifecycle. The lifecycle of single-family lot development and home construction generally begins with the acquisition of land for development of single-family lots, followed by the entitlement and engineering of the subject property, followed by the development of raw land into a finished lot, followed by the construction and sale of a single-family home. We will invest and loan at different points in the development lifecycle in accordance with our investment criteria, yield requirements, cash flow expectations, investment horizon and risk tolerances. We also will determine to exit investments in land development and home construction projects at different points in the development lifecycle in accordance with our investment criteria, yield requirements, cash flow expectations, investment horizon and risk tolerances.
 
Until required in connection with the funding of loans or other investments, substantially all of the net proceeds of this offering and, thereafter, our working capital reserves, may be invested in short-term, highly-liquid investments including, but not limited to, government obligations, bank certificates of deposit, short-term debt obligations and interest-bearing accounts.


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INVESTMENT OBJECTIVES AND CRITERIA
 
General
 
UDF IV is a Maryland real estate investment trust formed on May 28, 2008. We have had no operations to date. Our investment objectives are:
 
  •  to make, originate or acquire a participation interest in secured loans (first lien priority, junior lien priority and mezzanine loans secured by real estate and/or a pledge of the equity interest in the entity owning the real estate and/or pledges of other collateral including personal guarantees) for the acquisition of land and development of single-family lots, and the construction of model and new single-family homes, including development of mixed-use master planned residential communities, typically with the loan allocation for any single asset in the range of $2.5 million to $15 million;
 
  •  to make direct investments in land for development into single-family lots, new and model homes and finished lots and homes and joint ventures with real estate developers, homebuilders, land bankers and other real estate investors;
 
  •  to provide secured senior and subordinate lines of credit to real estate developers, homebuilders, land bankers and other real estate investors, including affiliated programs, for the purchase of finished lots and for the construction of single-family homes;
 
  •  to provide credit enhancements to real estate developers, homebuilders, land bankers and other real estate investors who acquire real property, subdivide real property into single-family residential lots, acquire finished lots and/or build homes on such lots;
 
  •  to purchase participations in, or finance for other real estate investors the purchase of, securitized real estate loan pools;
 
  •  to purchase participations in, or finance for other real estate investors the purchase of, discounted cash flows secured by state, county, municipal or other similar assessments levied on real property;
 
  •  to produce net interest income from the interest paid to us on secured loans, securitized loan pools and discounted cash flows that we originate, purchase or finance or in which we acquire a participation interest;
 
  •  to produce investment income from equity investments that we make or in which we acquire a participation interest;
 
  •  to produce a profitable fee from credit enhancements and other transaction fees;
 
  •  to participate, through a direct or indirect interest in borrowers, in the profits earned by such borrowers through the underlying properties;
 
  •  to maximize distributable cash to investors; and
 
  •  to preserve, protect and return capital contributions.
 
We cannot assure you that we will attain our investment objectives or that our capital will not decrease. Pursuant to our advisory agreement, our advisor will be indemnified even for claims relating to any failure to achieve these objectives if such indemnification is permitted by our declaration of trust and the NASAA REIT Guidelines.
 
Our board of trustees may revise the methods of implementing our investment policies, which we describe in more detail below, without the concurrence of our shareholders. Our independent trustees will review our investment policies at least annually to determine that our policies are in the best interest of our shareholders.
 
Recommendations relating to our investments will be made to our board of trustees by our advisor or asset manager. Investment decisions are subject to approval of our board of trustees, including a majority of


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our independent trustees. See “Management” for a description of the background and experience of our trustees and the executive officers of our advisor and asset manager.
 
Acquisition and Investment Policies
 
Overview
 
The lifecycle of single-family lot development and home construction generally begins with the acquisition of land for development of single-family lots, followed by the entitlement and engineering of the subject property, followed by the development of raw land into a finished lot, followed by the construction and sale of a single-family home. The United Development Funding programs, UDF I, UDF II, UDF III, UDF LOF and us, invest in and finance the acquisition of land and development of single-family lots, the development of mixed-use master planned residential communities, and the construction and financing of new single-family homes and model homes, providing homebuilders, developers and other real estate investors with a diverse range of capital sources including equity investments, joint venture participations, senior secured loans, subordinated loans, mezzanine loans and credit enhancements. The development lifecycle offers the United Development Funding programs opportunities to participate in and finance land acquisition, development of land into single-family lots, and construction of new and model single-family homes and finished lot banking, depending on the specific investment objectives and criteria of the respective United Development Funding program. In addition, the United Development Funding programs may participate in or purchase securities backed by discounted cash flows and securitized real estate loan pools. The development lifecycle also offers differing levels of capital appreciation, cash flow, loan-to-value ratios, development risk, market risk and investment yields such that investments must be made at the appropriate point in the development lifecycle in order for the respective United Development Funding program to meet its specific investment objectives. The single-family housing industry has proven to be cyclical. Many of the financing and investment opportunities available to the United Development Funding programs are specific to then-current market conditions including land and home inventories and pricing, consumer credit market constraints, illiquidity in conventional development and construction lenders. For all of these reasons, our advisor and asset manager, and their affiliates, must actively manage each asset in the investment portfolios of each United Development Funding program.
 
Types of Investments
 
As of the date of this prospectus, we have neither made nor acquired any investments, nor have we identified any assets in which there is a reasonable probability that we will invest. We intend to derive a significant portion of our income by originating, purchasing, participating in and holding for investment secured loans made directly by us or indirectly through our affiliates to persons and entities for the acquisition and development of parcels of real property as single-family residential lots, and the construction of model and new single-family homes, including development of mixed-use master planned residential communities, typically with the loan allocation for any single asset in the range of $2.5 million to $15 million. In most cases, we will obtain a first or subordinate lien on the underlying real property to secure our loans (mortgage loans), and we also may require a pledge of all of the equity ownership interests in the borrower entity itself as additional security for our loans. In instances where we do not have a lien on the underlying real property, we will obtain a pledge of all of the equity ownership interests of the borrower entity itself to secure such loans (so-called “mezzanine loans”) and/or a pledge of the equity ownership interests of the developer entity or other parent entity that owns the borrower entity. We also may require a pledge of additional assets of the developer, including parcels of undeveloped and developed real property and/or the personal guarantees of principals or guarantees of operating entities in connection with our secured loans. We will apply the same underwriting criteria and analysis of the underlying real property to each of our secured loans, regardless of how we decide to structure the secured loan. Our intention is to structure any such mezzanine loans so that they will be treated as a real estate asset, giving rise to interest on an obligation secured by an interest in real property for REIT qualification purposes.
 
Our declaration of trust limits our ability to invest more than 10% of our total assets in unimproved real property, or secured loans on unimproved property, which is defined as property not acquired for the purpose


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of producing rental or other operating income, which has no development or construction in progress at the time of acquisition and on which no development or construction is planned in good faith to commence within one year of the acquisition.
 
In addition to our investments in secured loans, we intend to make direct investments in land for development into single-family lots, new and model homes and finished lots and homes; however, we will not independently develop land or construct homes. In cases where we invest in land for the purpose of development, we will engage an unaffiliated third-party developer, and we may bear the cost of development and/or fund construction costs. When we acquire properties, we most often will do so through a special purpose entity formed for such purpose or a joint venture formed with a single-family residential developer, homebuilder, real estate developer or other real estate investor, with us providing equity and/or debt financing for the newly-formed entity. In limited circumstances, and in accordance with the federal tax rules for REITs and the exemptions from registration under the Investment Company Act, we may make equity investments through special purpose entities in land for development into single-family lots, new and model homes and finished lots. We also may enter into joint ventures with unaffiliated real estate developers, homebuilders, land bankers and other real estate investors, or with other United Development Funding-sponsored programs, to originate or acquire, as the case may be, the same kind of secured loans or real estate investments we may originate or acquire directly.
 
We may seek an increased return by entering into participation agreements with real estate developers, homebuilders or real estate investors or joint venture entities, or by providing credit enhancements for the benefit of other entities that are associated with residential real estate financing transactions. The participation agreements and credit enhancements are expected to come in a variety of forms; participation agreements may take the form of profit agreements, ownership interests and participating loans, while credit enhancements may take the form of guarantees, pledges of assets, letters of credit and inter-creditor agreements. We also intend to provide secured senior and subordinate lines of credit to real estate developers, homebuilders, land bankers and other real estate investors, including other United Development Funding-sponsored programs, for the purchase of finished lots and for the construction of single-family homes.
 
In the typical transaction in which we provide a credit enhancement to a borrower with respect to a loan from a third party, we expect to charge such borrower a credit enhancement fee of 5% to 7% of the projected maximum amount of our outstanding credit enhancement obligation for each 12-month period such obligation is outstanding, in addition to any costs that we may incur in providing the credit enhancement to the borrower. We cannot assure you that we will obtain a 5% to 7% credit enhancement fee. The actual amount of such credit enhancement fee will be based on the risk perceived by our advisor to be associated with the transaction, the value of the collateral associated with the transaction, our security priority as to the collateral associated with the transaction, the form and term of the credit enhancement, and our overall costs associated with providing the credit enhancement; higher risks and increased costs associated with providing the credit enhancement will necessitate the charging of a higher credit enhancement fee. Federal tax laws applicable to REITs also may limit our ability to charge credit enhancement fees unless we make our credit enhancements through a taxable REIT subsidiary.
 
Furthermore, we intend to purchase participations in, or finance for other real estate investors the purchase of, securitized real estate loan pools, including pools originated by our affiliates. Typically, real estate lenders wishing to create liquidity will pool loans and sell participations in the pools priced in accordance with the seniority in payment of each level or “tranche” of participation. We will seek yields and priority in accordance with our risk profile and return expectations. If we invest in securitized real estate loan pools originated by our affiliates, such investments must be approved by a majority of our trustees (including a majority of our independent trustees) not otherwise interested in the transaction as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. In addition, the price must be based on the fair market value of the assets, as determined by an independent expert selected by a majority of our independent trustees.
 
We also may purchase participations in discounted cash flows secured by state, county, municipal or similar assessments levied on real property. In certain geographic areas, developers use a form of state, county,


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municipal or similar assessment-based financing to pay for development infrastructure. The development entity is empowered to levy and collect an assessment on real property to repay the cost of the designated improvements. Developers wishing to create liquidity will discount and sell the future revenue stream associated with the levy. We will seek yields and priority in accordance with our risk profile and return expectations.
 
We intend to concentrate our investments on single-family lot developers who sell their lots to national, regional and local homebuilders for the acquisition of property and the development of residential lots, as well as homebuilders for the construction of single-family homes. We intend to target as a primary development market lots that have been pre-sold to national or regional affordable housing builders, as well as targeting homebuilders themselves for the construction of single family homes. We intend to finance projects where the completed subdivision will consist of homes priced at or below the “conforming loan” limits for the specific geographic region. Conforming loans are loans that are eligible for purchase in the secondary market by government sponsored agencies or insured by an agency of the U.S. government. Generally, conforming loan limits are approximately 150% of the median home price of the respective housing market, adjusted for the specific market. The conforming loan limits are subject to change by law or regulation. We expect most of these homes will be targeted for the first time home buyer or, for the higher priced homes, persons moving from their first, or “starter,” homes to slightly more upscale homes, the so-called “move-up” home buyers. The housing development projects may also include large-scale planned communities, commonly referred to as “master planned communities,” that provide a variety of housing choices, including choices suitable for first time home buyers and move-up home buyers, as well as homes with purchase prices exceeding the conforming loan limits.
 
We anticipate that the developments that secure our loans and investments will consist of both single-phase and, where larger parcels of land are involved, multi-phase projects and will be subject to third-party land acquisition and development loans representing approximately 60% to 75% of total project costs. These loans will have priority over the loans that we originate or buy, which we expect will represent approximately 15% to 30% of total project costs; however, we will not invest in any property in which the total amount of all secured loans outstanding on such property, including our loans with respect to the property, exceeds 85% of the appraised improved value of the property, unless substantial justification exists because of the presence of other underwriting criteria. In each instance, we will require the borrower to cover at least 10% of the total project costs with its own equity investment which may be cash or additional collateral or value-add improvements. We will oftentimes subordinate our loans to the terms of indebtedness from other lenders relating to the subject real property to allow our borrowers to avail themselves of additional land and lot acquisition and development financing at a lower total cost to the borrower than the cost of our loan, although we will not subordinate our loans to any debt or equity interest of our advisor, our sponsor or any of our trustees, or any of our affiliates. The use of third-party leverage, typically senior bank debt, at favorable rates allows borrowers to reduce their overall cost of funds for lot and land acquisition, community development or home construction by combining our funds with lower-cost debt. Projects that fail to meet timing projections will increase the borrowers’ overall cost of funds because the borrower will be carrying debt and incurring interest for a longer period than anticipated. Conversely, borrowers whose lots, land and homes are sold or otherwise disposed of ahead of schedule may benefit from a lower overall cost of funds.
 
In addition to the risk that a borrower’s activities to build homes or develop the subject parcels will not be successful or will exceed the borrower’s budget, we believe that we will be subject to market-timing risk, or the risk that market conditions will adversely impact the borrower’s ability to sell the home or developed lots at a profit. Economic issues affecting the new home sales market, such as interest rates, employment rates, population growth, migration and immigration, as well as home ownership rates and household formation trends, will affect the demand for homes and lots, and therefore also impact the likelihood that a developer or homebuilder will be successful. Some of the risks inherent with development and construction financing include: (1) the availability of home mortgage loans and the liquidity of the secondary home mortgage market; (2) the availability of commercial land acquisition and development loans and the corresponding interest and advance rates; (3) the stability of global capital and financial institution markets; (4) the need to contribute additional capital in the event the market softens and the developer or homebuilder requires additional funding; (5) the reduction of the developer’s or homebuilder’s incentive if the developer’s or homebuilder’s


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profits decrease, which could result as both capital advanced and marketing time increase; and (6) the possibility, in those situations, that our returns will be less than our projected returns. For a discussion of additional risks, see the section of this prospectus captioned “Risk Factors — Risks Related to an Investment in United Development Funding IV.”
 
Our real estate loan and investment model differs from traditional models primarily due to our “actively managed portfolio” approach. UMTH LD, as our asset manager, will identify and underwrite real estate professionals in each region or, in some cases, each sub-market in which we invest, and it will utilize these proprietary strategic partner relationships to actively manage each loan or investment. In some cases, this may involve developing relationships with strategic partners in correcting markets, who may be able to provide us with knowledge, a presence and access to investment opportunities. Given the current economic environment and capital constraints, this also may involve banks, insurance companies, institutional investors and other traditional lending institutions that approaching us for assistance with troubled assets. Large institutional investors generally rely on investments meeting initial expectations and, when market conditions negatively impact the performance of their investments, find themselves in need of asset managers or, in some cases, must liquidate investments below their initial return expectations. The inability of some homebuilders and developers to obtain financing through traditional sources may cause homebuilders and developers to seek additional financing from entities with cash, which may include us. Therefore, we will look to purchase investments at a discount when such opportunities are presented. We believe that our strategic partner relationships will help us to identify such potentially beneficial investments.
 
Our loans and investments will be underwritten, in part, on the basis of an assessment by our asset manager of its ability to execute on possible alternative development and exit strategies in light of changing market conditions. We believe there is significant value added through the use of an actively managed portfolio investment model. We intend to manage our investment portfolio in the context of both the development lifecycle and changing market conditions in order to ensure that our assets continue to meet our investment objectives and underwriting criteria.
 
We expect that a significant portion of our income will be in the form of interest payments to us in respect of secured loans. Through the fifth year following the termination of our primary offering, we intend to reinvest the principal repayments we receive on loans to create or invest in new loans. Following the fifth anniversary of the termination of our primary offering, we will not reinvest such proceeds in order to provide our shareholders with increased distributions and provide increased cash flow from which we may repurchase shares from shareholders wishing to sell their shares.
 
Investment Committee
 
Our advisor has engaged UMTH LD as our asset manager. The asset manager has organized an Investment Committee with the principal function of overseeing the investment and finance activities of the United Development Funding programs managed and advised by our advisor and UMTH LD. The Investment Committee, our advisor and our asset manager will oversee, and provide our board of trustees recommendations regarding, our investments and finance transactions, management, policies and guidelines, and will review investment transaction structures and terms, investment underwriting, investment collateral, investment performance, investment risk management, and our capital structure at both the entity and asset level.
 
The members of the Investment Committee will consist of at least three members who are appointed by, and serve at the pleasure of, the board of directors of UMT Services, which is the general partner of our advisor and UMTH LD. The initial Chairman of the Investment Committee is Hollis M. Greenlaw, our chairman and chief executive officer and president and chief executive officer of our asset manager, and the other members are Todd F. Etter, executive vice president of our asset manager and chairman of UMT Holdings and Ben L. Wissink, chief operating officer of our asset manager. The affirmative vote of a majority of the Investment Committee will be required to recommend an investment to us.


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We expect that the Investment Committee will meet no less frequently than twice a month, and that each meeting will be attended, in person or by telephone, by its members as well as by UMTH LD asset managers and financial analysts.
 
General Policies
 
We intend to concentrate our investments with borrowers and developers who have relationships with national, regional and local homebuilders and with the homebuilders themselves. The number, amount and geographic location of our investments will depend upon real estate market conditions and other circumstances existing at the time of investments and the amount of proceeds raised in this offering. We do not intend to underwrite securities of other issuers.
 
Security
 
We expect that our real estate loans will be secured by one or more of the following:
 
  •  the parcels of land to be developed;
 
  •  finished lots;
 
  •  model homes and new single-family homes;
 
  •  a pledge of some or all of the equity interests in the developer entity or other parent entity that owns the borrower entity;
 
  •  additional assets of the developer, including parcels of undeveloped and developed real property; and
 
  •  in certain cases, personal guarantees of the principals of the developer entity.
 
If there is no third-party financing for a development project, our lien on the subject parcels will be a first priority lien. If there is third-party financing, we expect our lien on the subject parcels will be subordinate to such financing. We will enter each loan prepared to assume or retire any senior debt, if necessary to protect our capital. We will seek to enter into agreements with third-party lenders that will require the third-party lenders to notify us of a default by the developer under the senior debt and allow us to assume or retire the senior debt upon any default under the senior debt.
 
We also expect that most of our real estate loans, including loans made to entities affiliated with our advisor, will have the benefit of unconditional guarantees of the developer and/or its parent company and pledges of additional assets of the developer.
 
Industry Background
 
For a discussion of the general economic factors currently effecting the residential real estate and secured loan industries, please see the “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Material Trends Affecting Our Business” section of this prospectus.
 
Our Business
 
We expect to derive a significant portion of our income by originating, purchasing, participating in and holding for investment secured loans made directly by us or indirectly through our affiliates to persons and entities for the acquisition and development of parcels of real property as single-family residential lots and construction of model and new single-family homes, including development of mixed-use master planned residential communities, typically with the loan allocation for any single asset in the range of $2.5 million to $15 million. We also may make direct investments in land for development into single-family lots, new and model homes and finished lots and may enter into joint ventures with real estate developers, homebuilders, land bankers and other real estate investors.
 
The U.S. housing market has suffered declines in recent months, particularly in geographic areas that had experienced rapid growth, steep increases in property values and speculation. Although we may purchase loans


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and make investments throughout the contiguous United States, initially we expect the majority of investments will be in the Southeastern and Southwestern United States, with a focus on Texas and other select regions where home prices have remained affordable and markets have not been overbuilt, and subsequently in correcting regions of the United States that have recently experienced an oversupply of residential housing and a corresponding decrease in prices for residential housing, but that also retain strong, long-term underlying single-family housing fundamentals, such as strong population growth, employment and economic growth and household formation. We believe that those fundamentals will improve the prospects of recovery in those regions in the near future. We believe those regions will continue to experience demand for new construction of single-family homes. Additionally, we intend to concentrate our lending activities with national, regional and local homebuilders and developers who sell single-family residential home lots to such national, regional and local homebuilders and homebuilders themselves for the construction of single family homes. National, regional and local homebuilders are expected to reduce the number of new homes constructed in 2009 as compared to 2008. However, we expect to see healthy demand for our products as the supply of finished new homes and land is once again aligned with market demand.
 
We are managed by our board of trustees, which has appointed UMTH GS as our advisor. UMTH GS has engaged UMTH LD as our asset manager. UMTH LD key personnel have extensive experience with financing single-family residential development assets with prior affiliated programs, which provides us with the unique knowledge, skill-set, relationships and existing infrastructure and policies and procedures we believe are necessary to identify potential loan and investment opportunities and to successfully make secured loans and other investments. Principals of our advisor and asset manager are also principals, employees, officers and equity holders of other entities that are engaged in real estate related activities, and these entities may also participate in the loans and investments we make. Our advisor also advises and operates United Mortgage Trust and UMT Holdings. UMT Holdings is the sole limited partner and 99.9% owner of both our advisor and asset manager. UMT Holdings is a real estate finance company focusing primarily on collateralized interim mortgages for the purchase and/or renovation of single-family homes and real estate loans for the acquisition and development of residential housing lots. UMT Holdings has made loans to UDF I, UDF II, UDF III and UDF LOF that have been used for funding organizational and offering costs, marketing expenses, and loans and equity investments. UMT Holdings may continue to provide funds to UDF I, UDF II, UDF III and UDF LOF. We cannot assure you that any financing or other resources that UMT Holdings provides to UDF I, UDF II, UDF III or UDF LOF will also be provided to us on substantially similar terms or at all.
 
In managing and understanding the markets and submarkets in which we intend to make loans and investments, we intend to monitor the fundamentals of supply and demand. We will monitor the economic fundamentals in each of the markets in which we make loans by analyzing demographics, household formation, population growth, job growth, migration, immigration and housing affordability. We also will monitor movements in home prices and the presence of market disruption activity, such as speculator activity that can create false demand and an oversupply of homes in a market. Further, we will study new home starts, new home closings, finished home inventories, finished lot inventories, existing home sales, existing home prices, foreclosures, absorption, prices with respect to new and existing home sales, finished lots and land, and the presence of sales incentives, discounts, or both, in a market.
 
We believe that single-family residential lot production fuels the production of new homes. National, regional and local homebuilders acquire finished lots for the production of new homes either by: (1) affiliating with a land development company; (2) internally developing land; or (3) purchasing finished home lots in the market. Our investment opportunities likely will be brought to us by our clients who are seeking financing. We intend to finance projects that are part of the homebuilder’s overall business plan for the production of finished homes. Our projects will not represent speculative projects.
 
The ability to efficiently locate and develop property is crucial to the homebuilding industry. The single-family residential lot development business is a fragmented industry comprised of many individuals and companies. Lot developers include builders, regional and national community and master planned community developers, contractors, brokers and other entities that are engaged in real estate development activities. Housing and real estate development trends, specific knowledge of a market, economic development and numerous other factors contribute to lot developer’s planning process. The availability of adequate unimproved


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acreage, access to jobs, housing costs and other general economic factors all impact the demand for single-family lots and the locations suitable for housing expansion in a particular area.
 
In a typical development transaction, a developer purchases or obtains an option to purchase a specific parcel of land. Developers must secure financing in order to pay the purchase price for the land as well as to pay expenses incurred while developing the lots. Typically, lenders limit their liability when lending to development projects by refusing to lend in excess of a particular percentage of the improved value of the property. Developers may obtain additional financing by entering into participation agreements with investors, and homebuilders may enter into joint venture agreements to limit their ownership percentage in a development. Participation agreements structured as joint ventures typically establish a joint venture organized as a limited liability company or partnership that will own the parcel of land. In return for cash or a loan to the developer, the investor receives equity in the joint venture entitling the investor to a percentage of the profits upon the sale of developed lots. Participation agreements may also be structured as a contractual right to receive a percentage of the developer’s profits on the sale of the developed lots. By combining bank loans and participation agreements, developers are able to meet lenders’ requirements that the developers retain a specific amount of equity in the project, as well as earn significantly higher returns in part due to lower loan principal amounts and, therefore, lower interest payments.
 
Once financing has been secured, the lot developers create individual lots. Developers secure permits allowing the property to be developed and then design and build roads and utility systems for water, sewer, gas and electricity to service the property. Finally, lot developers market and sell the individual lots directly or through real estate professionals to homebuilders.
 
A typical development timeline includes three to six months for the design and approval process, six to nine months for installation of all site improvements, and 24 to 36 months for the sales process. Larger developments (over 100 lots) are usually developed in phases. Home construction typically takes 90 to 180 days to complete, and thereafter the homes are sold to the public.
 
Subject to their individual or company financial condition, lot developers finance their development and construction projects through a combination of personal equity, loans and third-party investments from banks, thrifts, institutional and private lenders and investors. Factors for determining the mix of financing include the amount, availability and cost of funds. Lot developers and homebuilders are able to choose from a variety of financing instruments. Financing instruments include seller financing, such as purchase money mortgages; institutional land acquisition and development and construction loans provided by institutions such as banks and insurance companies; and equity or debt financing from private investors, real estate investment trusts and pension funds.
 
Developers and homebuilders to whom we intend to make secured loans and entities in which we intend to make investments will use the proceeds of such loans or investments to develop raw real estate into residential home lots and construct single-family homes. The developers and development entities obtain the money to repay these development loans and investments by selling the residential home lots to homebuilders or individuals who will build single-family residences on the lots, or by obtaining replacement financing from other lenders. Homebuilders obtain the money to repay these construction loans and investments by selling the homes they construct, or by obtaining replacement financing from other lenders. If interest rates increase, the demand for single-family residences may decrease. Also, if mortgage financing underwriting criteria become stricter, demand for single-family residences may decrease. In such an interest rate and/or mortgage financing climate, developers, development entities and homebuilders may be unable to generate sufficient income from the resale of single-family residential lots or homes to repay loans or investments from us, and developers’ or builders’ costs of funds obtained from lenders in addition to us may increase, as well. Accordingly, increases in single-family mortgage interest rates or decreases in the availability of mortgage financing could increase the number of defaults on development and construction loans made by us and the performance of investments made by us.
 
We face a risk of loss resulting from adverse changes in interest rates. Changes in interest rates may impact both demand for our real estate finance products and the rate of interest on the loans we make. In most instances, the loans we make will be junior in the right of repayment to senior lenders, who will provide loans


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representing 60% to 75% of total project costs. As senior lender interest rates available to our borrowers increase, demand for our secured loans may decrease, and vice versa.
 
National homebuilders generally are affiliated with a land development company. Typically, the captive land development affiliate will supply one-half to two-thirds of the builder’s lot inventory requirement. National homebuilders are thus dependent on unrelated third-party developers to meet their remaining lot inventory requirement. In addition, national homebuilders are sensitive to carrying land and lot inventories and the associated debt on the parent company balance sheet. Prior to the enactment of the Financial Accounting Standards Board financial regulation 46 (FIN 46), land development activities were housed in special purpose entities that were not reported on the parent company’s balance sheet. Subsequent to the enactment of FIN 46, ownership of a controlling interest in a special purpose entity requires consolidation of the entity with the parent company. Consequently, most national homebuilders are receptive to equity participation by unaffiliated third parties in their development projects. We intend to participate in FIN 46 compliant structures.
 
Underwriting Policies and Procedures
 
Prior to making an investment, we intend to obtain an independent appraisal of such investment from a person who is in the business of rendering opinions regarding the value of assets of the type held by us and who is qualified to perform such work.
 
In determining whether to make or purchase loans, or to enter into joint ventures, we will generally engage in a four-part evaluation and oversight process consisting of:
 
  •  Economic Feasibility Study, or “EFS”;
 
  •  Engineering Due Diligence, or “EDD”;
 
  •  Exit Strategies Analysis, or “ESA”; and
 
  •  Transaction Execution Oversight, or “TEO.”
 
We have separate EFS criteria for equity investments (including joint ventures) and for secured loans. For equity investments, in order for an investment to meet the EFS criteria, the investment generally must support an internal rate of return of no less than 20%, using our financial projections. For a secured loan, in order for an investment to meet the EFS criteria, the borrower’s projected cash flow from the underlying residential real estate must be sufficient to support the cost of our loan (determined by using the borrower’s financial projections). We will independently review lot, land and home acquisition and disposition assumptions, lot and land prices within the marketplace, lot, land and home demand within the marketplace and lot, land and home absorption within the marketplace.
 
The foregoing analysis of EFS criteria for each proposed investment will be further enhanced by independent market studies obtained by us, which will be based on specific criteria that are defined and developed by the Investment Committee, consistent with our underwriting policy and the extensive experience of our advisor and asset manager. We currently plan to obtain the independent market studies from Metrostudy, which is the leading provider of primary and secondary market information to the housing and related industries nationwide. Metrostudy has been in business since 1975, when it began as METRO/STUDY Corporation, a housing market research firm that surveyed single-family residential subdivisions in the Houston market. During these early years, Metrostudy developed the lot-by-lot and home-by-home survey methodology that continues to set the industry standard today, and it now offers services through an extensive network of offices strategically located in major metropolitan areas throughout the country. In addition to providing basic market information, Metrostudy is recognized for its consulting expertise on development, marketing and economic issues, and is a key source of research studies evaluating the marketability of residential and commercial real estate projects.
 
When the preceding criteria are met, we will meet with all necessary parties to review the proposed investment in the residential real estate. This review is structured to determine if we or our borrower can justify all of the assumptions underlying the investment. The EDD is conducted by us, and as may be necessary, by an independent land planning and civil engineering firm, and includes: review of appropriate planning and public


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works approvals; proper permitting for flood plain, highways and streets; payment of any impact and inspection fees; any optional approvals affecting aquifers, endangered species, wetlands, forests and historical or archeological sites; determination of engineering readiness, including construction plans, geotechnical reports and erosion control; utility access review for gas, electric, telephone and cable television; determination of construction or permit readiness; and a complete review of all costs with comparisons to similar projects.
 
Following the EDD process, the ESA is conducted. This process includes review of lot purchase contracts, homes sales data, market absorption data, current economic conditions, trends and projections in housing starts and risk analysis. Alternative buyers and uses for the lots are identified and various pricing models to facilitate sales in a soft market are evaluated.
 
Our asset manager will assign an individual asset manager to conduct the TEO. The TEO includes monitoring the performance of the project, including scheduled meetings with the borrower, joint venture partner or project manager to ensure the timely construction or development of the underlying asset, adherence to the pro-forma budget, proper application of all lender funds, receipt of all municipal inspections and approvals, sale of the asset and, if necessary, the execution of alternative exit strategies as part of the ESA portion of the underwriting process.
 
The foregoing evaluation and management process is conducted by our asset manager under the direction of its Investment Committee.
 
General Underwriting Criteria
 
We have developed general and asset specific underwriting criteria for the loans and investments that we intend to originate and purchase. In most cases, we will obtain a first or subordinate lien on the underlying real property to secure our loans (mortgage loans), and we also may require a pledge of all of the equity ownership interests in the borrower entity itself as additional security for our loans. In instances where we do not have a lien on the underlying real property, we will obtain a pledge of all of the equity ownership interests of the borrower entity itself to secure such loans (so-called “mezzanine loans”) and/or a pledge of the equity ownership interests of the developer entity or other parent entity that owns the borrower entity. We also may require a pledge of additional assets of the developer, including parcels of undeveloped and developed real property and/or the personal guarantees of principals or guarantees of operating entities in connection with our secured loans. We intend to originate loans bearing interest at rates ranging from 10% to 25% per annum. Loans secured by a first or senior lien will generally bear interest from 10% to 12%, further dependent on the amount of all secured loans on the property, creditworthiness of the borrower, the term of the loan and the presence of additional guarantees and/or pledges of additional collateral. Land acquisition loans, finished lot loans and construction loans are generally first-lien secured. Loans secured by subordinate or junior liens or pledges of equity ownership interests will generally bear interest from 15% to 25%, further dependent on the amount of all secured loans on the property, creditworthiness of the borrower, the term of the loan and the presence of additional guarantees and/or pledges of additional collateral. Loans for development of real property as single-family residential lots are generally subordinate to conventional third-party financing. We currently do not have a policy that establishes a minimum or maximum term for the loans we may make, nor do we intend to establish one. Loans typically are structured as interest-only notes with balloon payments or reductions to principal tied to net cash from the sale of developed lots and finished homes with the release formula created by the senior lender, i.e., the conditions under which principal is repaid to the senior lender, if any. We will not make or invest in loans on any one property if the aggregate amount of all secured loans on such property, including loans from us, exceeds an amount equal to 85% of the appraised value of such property, unless our board of trustees, including a majority of our independent trustees, determines that substantial justification exists for exceeding such limit because of the presence of other underwriting criteria. We may buy or originate loans in any of the 48 contiguous United States.
 
Credit Underwriting
 
We are primarily an asset-based lender and as such our loans are underwritten based on collateral value. The creditworthiness of our borrower and the presence of personal guarantees both influence the amount of money we will agree to advance to the borrower and the interest rate we will charge the borrower.


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Asset Specific Underwriting Criteria
 
The following is a description of our underwriting criteria with respect to the various types of real estate investments we intend to make, originate or acquire. Origination fees and interest rates charged to borrowers will be determined in relation to collateral, credit repayment guarantees and competition in the credit markets. Combined loan-to-value ratio is the aggregate of all loan balances, senior and subordinated, divided by the appraised value of the property. Substantial justification to exceed an 85% loan-to-value ratio may exist because of the presence of other underwriting criteria such as the net worth of the borrower, the credit rating of the borrower based on historical financial performance, or collateral adequate to justify a waiver of the 85% limitation. In addition, the 85% limitation may be exceeded where mortgage loans are or will be insured or guaranteed by a government or government agency; where the loan is secured by the pledge or assignment of other real estate or another real estate mortgage; where rents are assigned under a lease where a tenant or tenants have demonstrated through historical net worth and cash flow the ability to satisfy the terms of the lease, or where similar criteria is presented satisfactory to the official or agency administering the securities laws of a jurisdiction. Leverage refers to the maximum aggregate asset specific leverage provided by unaffiliated third parties with respect to a specific asset and is expressed as a percentage of either cost or appraised value. A tri-party agreement refers to agreements between the senior and subordinate lenders that set forth the rights and obligations amongst and between the parties, and pursuant to which the subordinate lender may assume or purchase the senior indebtedness in the event of a default by the borrower.
 
Loans
 
  •  Senior and Subordinated Secured Land Acquisition Loans
 
  •  Asset:  land designated for development into residential lots (in certain instances, this may include ancillary commercial land)
 
  •  Liens:  first liens, junior liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  12 to 24 months
 
  •  Combined Loan-to-Value Ratio:  not to exceed 85% of appraised value unless substantial justification exists because of the presence of other underwriting criteria
 
  •  Leverage:  third party indebtedness up to 65% of the cost of the land
 
  •  Title Insurance:  mortgagee’s title policy required on all senior and junior liens, owner’s title policy required on pledges of equity interests
 
  •  Tri-Party Agreement:  required if loan is subordinated to third-party lender
 
  •  Senior and Subordinated Secured Development Loans
 
  •  Asset:  land under development into residential lots and all improvements thereon
 
  •  Liens:  first liens, junior liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  18 to 48 months
 
  •  Combined Loan-to-Value Ratio:  not to exceed 85% of appraised value unless substantial justification exists because of the presence of other underwriting criteria
 
  •  Leverage:  third-party senior indebtedness up to 75% of the cost of land and improvements
 
  •  Title Insurance:  mortgagee’s title policy required on all senior and junior liens, owner’s title policy required on pledges of equity interests


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  •  Tri-Party Agreement:  required if loan is subordinated to third-party lender
 
  •  Senior and Subordinated Secured Finished Lot Loans
 
  •  Asset:  finished residential lots
 
  •  Liens:  first liens, junior liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  12 to 36 months
 
  •  Combined Loan-to-Value Ratio:  not to exceed 85% of appraised value unless substantial justification exists because of the presence of other underwriting criteria
 
  •  Leverage:  third-party senior indebtedness up to 75% of the appraised value of the finished lots
 
  •  Title Insurance:  mortgagee’s title policy required on all senior and junior liens, owner’s title policy required on pledges of equity interests
 
  •  Tri-Party Agreement:  required if loan is subordinated to third-party lender
 
  •  Senior and Subordinated Secured Model Home Loans
 
  •  Asset:  finished model homes
 
  •  Liens:  first liens, junior liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  12 to 36 months
 
  •  Combined Loan-to-Value Ratio:  not to exceed 85% of appraised value unless substantial justification exists because of the presence of other underwriting criteria
 
  •  Leverage:  third-party senior indebtedness up to 80% of the appraised value of the model homes
 
  •  Title Insurance:  mortgagee’s title policy required on all senior and junior liens, owner’s title policy required on pledges of equity interests
 
  •  Other:  assignment of model home lease
 
  •  Tri-Party Agreement:  required if loan is subordinated to third-party lender
 
  •  Senior and Subordinated Secured Construction Loans
 
  •  Asset:  residential lots with homes under construction
 
  •  Liens:  first liens, junior liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  12 months
 
  •  Combined Loan-to-Value Ratio:  not to exceed 85% of appraised value
 
  •  Leverage:  third-party senior indebtedness up to 90% of the cost of the lots and homes
 
  •  Title Insurance:  mortgagee’s title policy required on all senior and junior liens, owner’s title policy required on pledges of equity interests
 
  •  Tri-Party Agreement:  required if loan is subordinated to third-party lender
 
  •  Senior Lines of Credit for Finished Lots
 
  •  Asset:  finished residential lots


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  •  Liens:  first liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  12 to 36 months
 
  •  Loan-to-Value Ratio:  not to exceed 85% of appraised value unless substantial justification exists because of the presence of other underwriting criteria
 
  •  Leverage:  third-party senior indebtedness up to 90% of the appraised value of the finished lots
 
  •  Title Insurance:  mortgagee’s title policy required
 
  •  Other:  earnest money deposit, option fees and/or letters of credit supporting lot purchase contracts
 
  •  Senior Lines of Credit for Home Construction
 
  •  Asset:  residential lots with homes under construction
 
  •  Liens:  first liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  12 months
 
  •  Loan-to-Value Ratio:  not to exceed 85% of appraised value
 
  •  Leverage:  third-party senior indebtedness up to 90% of the cost of the lots and homes
 
  •  Title Insurance:  mortgagee’s title policy required
 
  •  Subordinate Lines of Credit for Finished Lots
 
  •  Asset:  finished residential lots
 
  •  Liens:  junior liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  12 to 36 months
 
  •  Combined Loan-to-Value Ratio:  not to exceed 85% of appraised value unless substantial justification exists because of the presence of other underwriting criteria
 
  •  Leverage:  third-party senior indebtedness up to 75% of the appraised value of the finished lots
 
  •  Title Insurance:  mortgagee’s title policy required on all senior and junior liens, owner’s title policy required on pledges of equity interests
 
  •  Other:  earnest money deposit, option fees or letters of credit supporting lot purchase contracts
 
  •  Tri-Party Agreement:  required if loan is subordinated to third-party lender
 
  •  Subordinate Lines of Credit for Home Construction
 
  •  Asset:  residential lots with homes under construction
 
  •  Liens:  junior liens and/or pledges of all of the equity interests of the entity holding title to the subject property, including without limitation, personal and entity guarantees, and additional pledges of cash, revenue streams, municipal reimbursements or property
 
  •  Term:  12 months
 
  •  Combined Loan-to-Value Ratio:  not to exceed 85% of appraised value unless substantial justification exists because of the presence of other underwriting criteria


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  •  Leverage:  third-party senior indebtedness up to 90% of the cost of the lots and homes
 
  •  Title Insurance:  mortgagee’s title policy required on all senior and junior liens, owner’s title policy required on pledges of equity interests
 
  •  Tri-Party Agreement:  required if loan is subordinated to third-party lender
 
Real Estate Investments
 
  •  Land Investments
 
  •  Asset:  land designated for development and land under development into residential lots
 
  •  Ownership:  fee simple to us, our wholly-owned subsidiary or co-investment entity designated for ownership of property
 
  •  Term:  12 to 60 months
 
  •  Leverage:  third-party senior indebtedness up to 75% of the cost of the land
 
  •  Title Insurance:  owner’s title policy required
 
  •  Model Home and Finished Home Investments
 
  •  Asset:  finished model homes
 
  •  Ownership:  fee simple to us, our wholly-owned subsidiary or co-investment entity designated for ownership of property
 
  •  Term:  24 to 36 months
 
  •  Leverage:  third-party senior indebtedness up to 90% of the appraised value of the lots and homes
 
  •  Title Insurance:  owner’s title policy required
 
  •  Finished Lot Investments
 
  •  Asset:  finished residential lots
 
  •  Ownership:  fee simple to us, our wholly-owned subsidiary or co-investment entity designated for ownership of property
 
  •  Term:  24 to 36 months
 
  •  Leverage:  third-party senior indebtedness up to 80% of the appraised value of the finished lots
 
  •  Title Insurance:  owner’s title policy required
 
  •  Purchase of Discounted Cash Flow
 
  •  Asset:  state, county, municipal or other similar assessments levied on real property
 
  •  Ownership:  through assignment or purchase of debt instrument to us, our wholly-owned subsidiary or co-investment entity designated for ownership
 
  •  Term:  indeterminate
 
  •  Leverage:  the appraised value of the finished lots up to 90% of the cost of the asset
 
Credit Enhancements
 
Credit enhancements are underwritten as loans. The collateral, term, leverage, rates and guarantee criteria will follow the applicable land, development, finished lot or construction loan terms.
 
The principal amounts of our loans and the number of loans and investments we make will be affected by market availability and will depend upon the amount of net offering proceeds available to us from the sale of shares. If we realize less than the maximum net offering proceeds, we will reduce the number of loans and


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properties in which we intend to invest. At this time, we cannot predict the minimum size of our portfolio because this will depend in large part on the number of shares we sell in this offering.
 
Loans to Our Advisor and Its Affiliates
 
Many national, regional and local homebuilders develop lots for their own consumption through affiliated land development companies. Due to accounting and reporting requirements for the development entities, most national, regional and local homebuilders are receptive to equity participation by unaffiliated third parties. The equity participations generally take the form of a joint venture or partnership wherein each party contributes equity and guarantees some or all of the acquisition and development loan. Regional and national developers also develop lots through joint ventures and partnerships. Our advisor and its affiliates, UDF I, UDF II and UDF LOF, currently participate and intend to continue participating in equity participations with regional and national homebuilders and developers. We also intend to participate in equity participations with regional and national homebuilders and developers. If we choose to participate in a joint venture as opposed to making a loan to such joint venture, we would do so because the equity participation that we are offered provides a greater projected return than what we would be able to obtain if we simply loaned our funds to the joint venture. This would be applicable if a projected return from an offered equity participation exceeds an interest rate that would be considered usurious. Moreover, it is possible that part of the consideration for our loan to a joint venture may be an equity participation in such joint venture.
 
We intend to make or provide loans or credit enhancements to affiliates of our advisor in circumstances in which such affiliate is participating in a joint venture with a developer or homebuilder to facilitate a FIN 46 compliant structure. Generally, a party who controls a majority of the voting interests of another entity is required to consolidate the assets and liabilities of such other entity with such party’s assets and liabilities on such party’s financial statements. FIN 46 provides an exception to this general rule if either (a) the entity, in order to conduct its business, requires additional funds above its contributed equity capital and such additional funds are subordinate to the equity capital contributed to the entity or (b) the equity owners in such entity do not have significant control of the entity. If either of those two factors is present, then the person that is the primary beneficiary of the interests in the entity will be required to consolidate the assets and liabilities of such entities with such owner’s assets and liabilities. A “primary beneficiary” is generally the person who is ultimately entitled to the economic benefits and losses from the entity and is not necessarily an equity owner of the entity. Affiliates of our advisor intend to form joint ventures with developers or homebuilders and to structure such joint ventures so that either of the two factors referenced above that result in the applicability of FIN 46 is not present or so that such homebuilders or developers are not the primary beneficiaries of such entities, and therefore, not required to consolidate the assets and liabilities of the joint venture (including any loan made by us to such joint venture) with such developers’ or homebuilders’ assets and liabilities.
 
Loans or credit enhancements made or provided to affiliates of our advisor or asset manager (or entities in which affiliates of our advisor or asset manager hold an interest) will require an appraisal concerning the underlying property, except for those loans insured or guaranteed by a government or government agency. Prior to making such investment, we will obtain an appraisal of such investment from an independent expert who is in the business of rendering opinions regarding the value of assets of the type held by us and who is qualified to perform such work. We will maintain the appraisal in our records for at least five years, and it will be available for inspection and duplication by our shareholders. In addition, a majority of the trustees, including a majority of the independent trustees, who are not otherwise interested in the transaction must approve all transactions with our advisor or its affiliates as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. We also will obtain a mortgagee’s or owner’s title insurance policy or a commitment as to the priority of the secured loan as part of our underwriting process.
 
Borrowing Policies
 
Although we will strive for diversification, the number of secured loans we can originate or acquire, and the number of different properties that we can acquire, will be affected by the amount of funds available to us. We intend to use debt as a means of providing additional funds for the acquisition or origination of secured loans, acquisition of properties and the diversification of our portfolio. Our ability to increase our


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diversification through borrowing could be adversely impacted if banks and other lending institutions reduce the amount of funds available for loans secured by real estate.
 
There is no limitation on the amount we may borrow for the purchase or origination of a single secured loan, the purchase of any individual property or other investment. Under our declaration of trust, the maximum amount of our indebtedness shall not exceed 300% of our net assets as of the date of any borrowing; however, we may exceed that limit if approved by a majority of our independent trustees and disclosed in our next quarterly report to shareholders, along with justification for such excess. In addition to our declaration of trust limitation, our board of trustees has adopted a policy to generally limit our fund level borrowings to 50% of the aggregate fair market value of our assets unless substantial justification exists that borrowing a greater amount is in our best interests. We also intend, when appropriate, to incur debt at the asset level. Asset level leverage will be determined by the anticipated term of the investment and the cash flow expected by the investment. Asset level leverage is expected to range from 0% to 90% of the asset value. Our policy limitation, therefore, does not apply to individual real estate assets and only will apply once we have ceased raising capital under this or any subsequent offering and invested a majority of the net proceeds from such offerings. We expect that the fund level indebtedness will be a revolving credit facility permitting us to borrow up to an agreed-upon outstanding principal amount. We also expect that the fund level indebtedness will be secured by a first priority lien upon all of our existing and future acquired assets.
 
By operating on a leveraged basis, we expect that we will have more funds available to us for investments. This will allow us to make more investments than would otherwise be possible, resulting in a more diversified portfolio. Although we expect our liability for the repayment of indebtedness to be limited to the value of the property securing the liability and the profits derived therefrom, our use of leverage increases our risk in the event of a default on the secured loan payments and a resulting foreclosure of a particular property. See “Risk Factors — General Risks Related to Investments in Real Estate.” To the extent that we do not obtain loans to acquire or originate secured loans or acquire real estate properties, our ability to make additional real estate investments will be limited. Our advisor will use its best efforts to obtain financing on the most favorable terms available to us.
 
We may not borrow money from any of our trustees or from our advisor and its affiliates unless such loan is approved by a majority of the trustees, including a majority of the independent trustees, not otherwise interested in the transaction upon a determination by such trustees that the transaction is fair, competitive and commercially reasonable and no less favorable to us than a comparable loan between unaffiliated parties.
 
We will pay our advisor a debt financing fee of 1% of the amount made available to us pursuant to the origination of any line of credit or other debt financing, paid at the time the financing is originated. On each anniversary date of the origination of any such line of credit or other debt financing, an additional fee of 0.25% of the primary loan amount will be paid if such line of credit or other debt financing continues to be outstanding on such date, or a pro rated portion of such additional fee will be paid for the portion of such year that the financing was outstanding.
 
Co-Investment
 
We are likely to enter into joint ventures or other co-ownership arrangements with third parties as well as affiliated entities for the purpose of diversifying our portfolio of assets. We may choose to co-invest with institutional investors, insurance companies, pension funds, affiliates of our advisor, or other real estate investors directly or by forming joint ventures or other co-ownership arrangements whose purpose is to invest in residential real estate. We also may make secured loans to and enter into participation agreements with borrowers who acquire residential real estate.
 
The lifecycle of single-family lot development and home construction generally begins with the acquisition of land for development of single-family lots, followed by the entitlement and engineering of the subject property, followed by the development of raw land into a finished lot, followed by the construction and sale of a single-family home. There are different levels of capital appreciation, cash flow, loan-to-value ratios, development risk, market risk and investment yields at different points in the development lifecycle. We believe we can enhance the value of our secured loan portfolio by actively managing each asset in the


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portfolio in the context of the development lifecycle, and also by taking advantage of co-investment opportunities which may offer integrated exit strategies.
 
The United Development Funding programs invest in and finance the acquisition of land and development of single-family lots, the development of mixed-use master planned residential communities, and the construction and financing of new single-family homes and model homes, providing homebuilders, developers and other real estate investors with a diverse range of capital sources including equity investments, joint venture participations, senior secured loans, subordinated loans, mezzanine loans and credit enhancements. Once we commence operations, we may invest in the same loans in which UDF I, UDF II, UDF III and UDF LOF invest. We believe that we will be able to invest in a more diversified portfolio of loans and benefit from integrated exit strategies if we are able to hold loans jointly with our affiliates. We also believe our participation with other United Development Funding programs provides us the opportunity to participate in selected loans and investments we would not be able to access without the participation of the other United Development Funding programs. UDF I, UDF II, UDF III and UDF LOF have varying investment objectives, risk profiles and targeted yields. Changing risk and yield profiles during the development lifecycle cause assets to change alignment with the risk and yield objectives of the investor over time. To manage this, our asset manager may recommend that certain investments be sold or refinanced by and between various United Development Funding programs as the yield and risk parameters change throughout the development process.
 
We intend to enter into an agreement with UDF I, UDF II, UDF III, UDF LOF and UMTH LD that provides that, when the investment meets our investment objectives including cash flow, capital appreciation, investment horizon and risk tolerance, we will make such investments on a pro rata basis based on the amount of capital raised by each co-investor for investment and the amount of such capital that each co-investor has available for investment, to the extent practicable. UDF III does not make equity investments. UDF I, UDF II and UDF LOF may make equity investments in which we will not participate. We may make loans or participate in loans to borrowers in which UDF I, UDF II and/or UDF LOF and/or our advisor or its affiliates have an equity investment. However, circumstances may arise, due to availability of capital or other reasons, when it is not possible for UDF I, UDF II, UDF III, UDF LOF and us to each make an investment on a pro rata basis. We cannot assure you that we will be able to invest in all investment opportunities of which our advisor becomes aware that are suitable for us on a pro rata basis with UDF I, UDF II, UDF III and UDF LOF or otherwise. The structure of our participation in investments may vary and will be determined on a case-by-case basis. We may, but are not obligated to, commit to purchase participations in loans and investments made by UDF I, UDF II, UDF III or UDF LOF before we commence operations.
 
In the event that we enter into a joint venture with UDF I, UDF II, UDF III, UDF LOF or other affiliated programs, the terms of the joint venture will not be determined by arm’s-length negotiation. Any joint venture with an affiliate of our advisor must be approved by a majority of our trustees, including a majority of our independent trustees, not otherwise interested in the transaction as being fair and reasonable to us and on substantially the same terms and conditions as those received by the other joint venturers. Furthermore, any investment with any affiliate of our advisor must be made on terms that are fair and at least as favorable to us as an investment available to or made by us with an unaffiliated third party in similar circumstances.
 
Disposition Policies
 
If we acquire real properties, as each of those properties reach what we believe to be its optimum value during the expected life of the fund, we will consider disposing of the investment and may do so for the purpose of either distributing the net sale proceeds to our shareholders or investing the proceeds in other assets that we believe may produce a higher overall future return to our investors. The determination of when a particular investment should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the value of the property or other investment is anticipated to decline substantially, whether we could apply the proceeds from the sale of the asset to make other investments consistent with our investment objectives, whether disposition of the asset would allow us to increase cash flow, and whether the sale of the asset would constitute a prohibited transaction under the Internal Revenue Code or otherwise impact our status as a REIT. Our ability to dispose of property during the first few years following its acquisition will be restricted to a substantial extent as a


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result of our REIT status. Under applicable provisions of the Internal Revenue Code regarding prohibited transactions by REITs, a REIT that sells property other than foreclosure property that is deemed to be inventory or property held primarily for sale in the ordinary course of business is deemed a “dealer” and subject to a 100% penalty tax on the net income from any such transaction. As a result, our board of trustees will attempt to structure any disposition of our properties to avoid this penalty tax through reliance on safe harbors available under the Internal Revenue Code for properties held at least two years or through the use of a taxable REIT subsidiary. See “Federal Income Tax Considerations — Taxation of the Trust.”
 
When we determine to sell a particular property or other investment, we will seek to achieve a selling price that maximizes the capital appreciation for investors based on then-current market conditions. We cannot assure you that this objective will be realized. The terms of payment will be affected by custom in the area in which the property being sold is located and the then-prevailing economic conditions.
 
Sale and Securitization of Assets
 
We anticipate that from time to time we may be able to increase our yield through the sale or securitization and sale of portions of our loan assets. Possible reasons for the sale of our loan assets include:
 
  •  enabling us to realize a gain from the sale of the assets;
 
  •  increasing our yield on securitized asset pools;
 
  •  redeploying our capital in higher yield loans;
 
  •  accelerating the return from a loan;
 
  •  limiting risk in a slowing economic climate;
 
  •  increasing liquidity for our shareholders; and
 
  •  reducing our borrowings.
 
We will pay our advisor securitized loan pool placement fees subject to the terms and conditions approved by a majority of our independent trustees for structuring and placing securitized loan pools. The fee will be equal to 2% of the net proceeds realized by us in connection with such placement, provided our advisor has provided a substantial amount of services as determined by the independent trustees.
 
Investment Limitations
 
Our declaration of trust places numerous limitations on us with respect to the manner in which we may invest our funds or issue securities. Until our common shares of beneficial interest are listed for trading on a national securities exchange, we will not:
 
  •  borrow in excess of 300% of our net tangible assets, unless a majority of the independent trustees approves each borrowing in excess of our declaration of trust limitation and we disclose such borrowing to our shareholders in our next quarterly report with an explanation from the independent trustees of the justification for the excess borrowing;
 
  •  invest in commodities or commodity futures contracts, except for futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in real estate assets and secured loans;
 
  •  invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contract is in recordable form and is appropriately recorded in the chain of title;
 
  •  make or invest in secured loans unless an appraisal is obtained concerning the underlying property, except for those secured loans insured or guaranteed by a government or government agency. Prior to making such investment, we intend to obtain an appraisal of such investment from a person who is in the business of rendering opinions regarding the value of assets of the type held by us and who is qualified to perform such work. In cases where our independent trustees determine, and in all cases in


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  which the transaction is with any of our trustees or our advisor or its affiliates, such appraisal will be obtained from an independent appraiser. We will maintain such appraisal in our records for at least five years, and it will be available for inspection and duplication by our shareholders. In addition, we will obtain a mortgagee’s or owner’s title insurance policy or a commitment as to the priority of the secured loan;
 
  •  make or invest in secured loans that are subordinate to any mortgage or equity interest of any of our trustees, our advisor or its affiliates;
 
  •  make or invest in secured loans, including development and construction loans, on any one property if the aggregate amount of all secured loans on such property, including loans from us, would exceed an amount equal to 85% of the appraised value of such property unless substantial justification exists because of the presence of other underwriting criteria;
 
  •  invest more than 10% of our total assets in unimproved real property (which we define as property not acquired for the purpose of producing rental or other operating income, which has no development or construction in process at the time of acquisition and on which no development or construction is planned in good faith to commence within one year of the acquisition) or secured loans, bridge or mezzanine loans on unimproved property;
 
  •  invest in equity securities, unless a majority of the board of trustees, including a majority of the independent trustees, not otherwise interested in the transaction approves such investment as being fair, competitive and commercially reasonable;
 
  •  issue equity securities on a deferred-payment basis or other similar arrangement;
 
  •  issue debt securities in the absence of adequate cash flow to cover debt service;
 
  •  issue options or warrants to purchase shares to our advisor, trustees, sponsor or any affiliate thereof (1) on terms more favorable than we offer such options or warrants to the general public or (2) in excess of an amount equal to 10% of our outstanding shares of beneficial interest on the date of grant;
 
  •  issue securities that are redeemable solely at the option of the holder, which restriction has no effect on our share redemption program or the ability of our operating partnership to issue redeemable partnership interests; or
 
  •  make any investment that we believe would be inconsistent with our objectives of qualifying and remaining qualified as a REIT unless the board determines, in its sole discretion, that REIT qualification is not in our best interest.
 
In addition, our declaration of trust includes many other investment limitations in connection with conflict-of-interest transactions, which limitations are described above under “Conflicts of Interest.” Our declaration of trust also includes restrictions on roll-up transactions, which are described under “Description of Shares” below.
 
Investment Limitations to Avoid Registration as an Investment Company
 
We intend to conduct our operations so that we are not required to register as an investment company under the Investment Company Act. We may rely on the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act for companies that invest primarily in mortgages and other liens on and interests in real estate, also known as “qualifying real estate assets.” This exclusion, as interpreted by the Securities and Exchange Commission, requires us to invest at least 55% of our portfolio in qualifying real estate assets and to invest at least another 25% of our portfolio in additional qualifying real estate assets or in a broader category of assets that we refer to as real estate-related assets. As a result, we will be limited in the types of assets we may acquire. This exclusion also prohibits us from issuing redeemable securities.
 
How we determine to classify our assets for purposes of the Investment Company Act will be based in large measure upon no-action positions taken by the Securities and Exchange Commission in the past. These no-action positions were issued in accordance with factual situations that may be substantially different from


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the factual situations we may face, and a number of these no-action positions were issued more than ten years ago. No assurance can be given that the Securities and Exchange Commission will concur with our classification of our assets. In addition, the Securities and Exchange Commission may, in the future, issue further guidance that may require us to re-classify our assets for purposes of the Investment Company Act. If we are required to re-classify our assets, we may no longer be in compliance with the exclusion from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act.
 
Based on the no-action letters issued by the Securities and Exchange Commission, we will classify our investments in fee interests in real estate and in various types of whole loans as qualifying real estate assets, as long as the loans are “fully secured” by an interest in real estate at the time we originate or acquire the loan. That is, if the loan-to-value ratio of the loan is equal to or less than 100%, then we will consider the loan a qualifying real estate asset. We will not consider loans with loan-to-value ratios in excess of 100% to be qualifying real estate assets that come within the 55% basket, but only real estate-related assets that come within the 25% basket. We will treat our mezzanine loan investments as qualifying real estate assets so long as they are structured as “Tier 1” mezzanine loans in accordance with the guidance published by the Securities and Exchange Commission in a no-action letter that discusses the classifications of Tier 1 mezzanine loans under Section 3(c)(5)(C) of the Investment Company Act.
 
We will consider a participation in a whole mortgage loan to be a qualifying real estate asset only if (i) we have a participation interest in a mortgage loan that is fully secured by real property; (ii) we have the right to receive our proportionate share of the interest and the principal payments made on the loan by the borrower, and our returns on the loan are based on such payments; (iii) we invest only after performing the same type of due diligence and credit underwriting procedures that we would perform if we were underwriting the underlying mortgage loan; (iv) we have approval rights in connection with any material decisions pertaining to the administration and servicing of the loan and with respect to any material modification to the loan agreements; and (v) in the event that the loan becomes non-performing, we have effective control over the remedies relating to the enforcement of the mortgage loan, including ultimate control of the foreclosure process, by having the right to: (a) appoint the special servicer to manage the resolution of the loan; (b) advise, direct or approve the actions of the special servicer; (c) terminate the special servicer at any time with or without cause; (d) cure the default so that the mortgage loan is no longer non-performing; and (e) purchase the senior loan at par plus accrued interest, thereby acquiring the entire mortgage loan.
 
With respect to construction loans which are funded over time, we will consider the outstanding balance (i.e., the amount of the loan actually drawn) as a qualifying real estate asset. The Securities and Exchange Commission has not issued no-action letters specifically addressing construction loans. If the Securities and Exchange Commission takes a position in the future that is contrary to our classification, we will modify our classification accordingly.
 
Consistent with guidance issued by the Securities and Exchange Commission, we will treat our joint venture investments as qualifying assets that come within the 55% basket only if we have the right to approve major decisions affecting the joint venture; otherwise, they will be classified as real-estate related assets that come within the 25% basket. We will treat investments in securities issued by companies primarily engaged in the real estate business, credit enhancements, interests in securitized real estate loan pools, loans fully secured by a lien on the subject real estate and additional assets of the real estate developer (which may include equity interests in the developer entity, a pledge of additional assets of the developer including parcels of undeveloped or developed real estate, and/or personal guarantees of the developer’s principals or of the developer entity), and any loans with a loan-to-value ratio in excess of 100% as real estate-related assets that come within the 25% basket. Discounted cash flows and direct or indirect minority interests in borrowers will be classified as miscellaneous investments and subject to the 20% cap. The treatment of any other investments as qualifying real estate assets and real estate-related assets will be based on the characteristics of the underlying collateral and the particular type of loan (including whether we have foreclosure rights with respect to those securities or loans that have underlying real estate collateral) and will be consistent with guidance issued by the Securities and Exchange Commission.


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We may determine to operate through our operating partnership or other wholly-owned or majority-owned subsidiaries that may be formed in the future. Under Section 3(a)(1) of the Investment Company Act, in relevant part, a company is not deemed to be an “investment company” if:
 
  •  it neither is, nor holds itself out as being, engaged primarily, nor proposes to engage primarily, in the business of investing, reinvesting or trading in securities; or
 
  •  it neither is engaged nor proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and does not own or propose to acquire “investment securities” having a value exceeding 40% of the value of its total assets on an unconsolidated basis, or the 40% Test. “Investment securities” excludes U.S. government securities and securities of majority-owned subsidiaries that are not themselves investment companies and are not relying on the exception from the definition of investment company under Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act.
 
The 40% Test would limit the types of businesses in which we may engage either directly or through our subsidiaries, if any. We anticipate that our operating partnership and some of our wholly-owned or majority-owned subsidiaries would rely on the exclusion provided by Section 3(c)(5)(C) of the Investment Company Act. Other subsidiaries may not be majority-owned or wholly-owned by us or might rely on the exclusion provided by Section 3(c)(1) or 3(c)(7) of the Investment Company Act, in which case we would treat securities issued by these types of subsidiaries as “investment securities” and be required to keep the value of these securities below 40% of our total assets on an unconsolidated basis.
 
The determination of whether an entity is a majority-owned subsidiary of ours would be made by us. The Investment Company Act defines a majority-owned subsidiary of a person as a company 50% or more of the outstanding voting securities of which are owned by such person, or by another company which is a majority-owned subsidiary of such person. The Investment Company Act further defines voting securities as any security presently entitling the owner or holder thereof to vote for the election of directors of a company. We would treat companies, including any taxable REIT subsidiaries we may establish, in which we own at least a majority of the outstanding voting securities as majority-owned subsidiaries for purposes of the 40% Test.
 
To maintain compliance with the Investment Company Act exclusion, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategy. Further, we may not be able to invest in a sufficient number of qualifying real estate assets and/or real estate-related assets to comply with the exclusion from registration.
 
If we are required to register as an investment company under the Investment Company Act, we would become subject to substantial regulation with respect to our capital structure (including our ability to use leverage), management, operations, transactions with affiliated persons (as defined in the Investment Company Act), and portfolio composition, including restrictions with respect to diversification and industry concentration and other matters. Compliance with the Investment Company Act would, accordingly, limit our ability to make certain investments and require us to significantly restructure our business plan.
 
Change in Investment Objectives and Limitations
 
Our declaration of trust requires that our independent trustees review our investment policies at least annually to determine that the policies we follow are in the best interest of our shareholders. Each determination and the basis therefor shall be set forth in the minutes of our board of trustees. The methods of implementing our investment policies also may vary as new investment techniques are developed. The methods of implementing our investment objectives and policies, except as otherwise provided in the organizational documents, may be altered by a majority of our trustees, including a majority of the independent trustees, without the approval of our shareholders.


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Real Property Loans and Investments
 
As of the date of this prospectus, we have not funded, acquired nor contracted to acquire any specific loans or other real estate investments. Our advisor is continually evaluating various potential loans and engaging in discussions and negotiations with developers and homebuilders regarding the financing and acquisition of development properties. We intend to participate in loans made by affiliated partnerships, specifically UDF I, UDF II, UDF III and UDF LOF. Our advisor intends to supplement this prospectus approximately once each quarter to disclose the transactions entered into in the preceding quarter and any probable transactions we are considering. YOU SHOULD UNDERSTAND THAT THE INITIAL DISCLOSURE OF ANY PROPOSED TRANSACTION CANNOT BE RELIED UPON AS AN ASSURANCE THAT WE WILL ULTIMATELY CONSUMMATE SUCH TRANSACTION OR THAT THE INFORMATION PROVIDED CONCERNING THE PROPOSED TRANSACTION WILL NOT CHANGE BETWEEN THE DATE OF SUCH SUPPLEMENT AND THE CONSUMMATION OF THE TRANSACTION.


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CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
 
Our development loans will ordinarily be secured by a first or second priority lien on the real estate being developed. This lien will take the form of a mortgage, deed of trust or other security instrument. The following discussion contains summaries of certain legal aspects of mortgage loans that are general in nature. Because many of the legal aspects of mortgage loans are governed by applicable state laws (which vary substantially from state to state), the following summaries do not purport to be complete, to reflect the laws of any particular state, to reflect all of the laws applicable to any particular mortgage loan or to encompass the laws of all states in which the properties securing mortgage loans in which we might invest are situated. It is instead intended to be a general discussion of the significant legal principles and regulations that could affect us as a mortgage lender. The summaries are qualified in their entirety by reference to the applicable federal, state and local laws governing mortgage loans and their enforcement.
 
Mortgages and Deeds of Trust Generally
 
Mortgage loans are secured by either mortgages or deeds of trust or other similar security instruments, depending upon the prevailing practice in the state in which the mortgaged property is located. There are two parties to a mortgage: the mortgagor, who is the borrower and owner of the mortgaged property, and the mortgagee, who is the lender. In a mortgage transaction, the mortgagor delivers to the mortgagee a note, bond or other written evidence of indebtedness and a mortgage. A mortgage creates a lien upon the real property encumbered by the mortgage as security for the obligation evidenced by the note, bond or other evidence of indebtedness. Although a deed of trust is similar to a mortgage, a deed of trust has three parties, the borrower-property owner called the trustor (similar to a mortgagor), a lender called the beneficiary (similar to a mortgagee), and a third-party grantee called the trustee. Under a deed of trust, the borrower grants the property, until the debt is paid to the trustee in trust for the benefit of the beneficiary to secure payment of the obligation. A deed of trust generally provides the trustee with a power of sale if the borrower defaults in the payment of the obligation. The trustee’s authority under a deed of trust and the mortgagee’s authority under a mortgage are governed by applicable law, the express provisions of the deed of trust or mortgage, and, in some cases, the direction of the beneficiary.
 
The real property covered by a mortgage is most often the fee estate in land and improvements. However, a mortgage may encumber other interests in real property such as a tenant’s interest in a lease of land and improvements and the leasehold estate created by such lease. A mortgage covering an interest in real property other than the fee estate requires special provisions in the instrument creating such interest or in the mortgage to protect the mortgagee against termination of such interest before the mortgage is paid.
 
The priority of liens on real estate created by mortgages and deeds of trust depends on their terms and, generally, on the order of filing with a state, county or municipal office, although such priority may in some states be altered by the mortgagee’s or beneficiary’s knowledge of unrecorded liens against the mortgaged property. However, filing or recording does not establish priority over governmental claims for real estate taxes and assessments. In addition, the Internal Revenue Code of 1986, as amended, provides priority to certain tax liens over the lien of the mortgage.
 
Foreclosure of a mortgage is generally accomplished by judicial actions initiated by the service of legal pleadings upon all necessary parties having an interest in the real property. Delays in completion of foreclosure may occasionally result from difficulties in locating all necessary parties to the lawsuit. When the mortgagee’s right to foreclose is contested, the legal proceedings necessary to resolve the issue can be time-consuming. A judicial foreclosure may be subject to most of the delays and expenses of other litigation, sometimes requiring up to several years to complete. At the completion of the judicial foreclosure proceedings, if the mortgagee prevails, the court ordinarily issues a judgment of foreclosure and appoints a referee or other designated official to conduct the sale of the property. These sales are made in accordance with procedures that vary from state to state. The purchaser at this sale acquires the estate or interest in real property covered by the mortgage.
 
Foreclosure of a deed of trust is generally accomplished by a non-judicial trustee’s sale under a specific provision in the deed of trust and/or applicable statutory requirements that authorize the trustee, generally


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following a request from the beneficiary/lender, to sell the property to a third party upon any default by the borrower under the terms of the note or deed of trust. A number of states also require that a lender provide notice of acceleration of a note to the borrower. Notice requirements under a trustee’s sale vary from state to state. In some states, the trustee must record a notice of default and send a copy to the borrower-trustor and to any person who has recorded a request for a copy of a notice of default and notice of sale. In addition, the trustee must provide notice in some states to any other individual having an interest in the real property, including any junior lien holders. In some states, the borrower, or any other person having a junior encumbrance on the real estate, may, during a reinstatement period, cure the default by paying the entire amount in arrears plus the costs and expenses incurred in enforcing the obligations. Generally, state law controls the amount of foreclosure expenses and costs, including attorneys’ fees, which may be recovered by a lender. If the deed of trust is not reinstated, a notice of sale must be posted in a public place and, in most states, published for a specific period of time in one or more newspapers. In addition, some state laws require that a copy of the notice of sale be posted at the property and sent to all parties having an interest in the real property.
 
In case of foreclosure under either a mortgage or deed of trust, the sale by the referee or other designated official or by the trustee is often a public sale. However, because of the difficulty a potential buyer at the sale might have in determining the exact status of title to the property subject to the lien of the mortgage or deed of trust and the redemption rights that may exist (see “— Statutory Rights of Redemption” below), and because the physical condition of the property may have deteriorated during the foreclosure proceedings and/or for a variety of other reasons (including exposure to potential fraudulent transfer allegations), a third party may be unwilling to purchase the property at the foreclosure sale. For these and other reasons, it is common for the lender to purchase the property from the trustee, referee or other designated official for an amount equal to the outstanding principal amount of the indebtedness secured by the mortgage or deed of trust, together with accrued and unpaid interest and the expenses of foreclosure, in which event, if the amount bid by the lender equals the full amount of such debt, interest and expenses, the mortgagee’s debt will be extinguished. Thereafter, the lender will assume the burdens of ownership, including paying operating expenses and real estate taxes and making repairs. The lender is then obligated as an owner until it can arrange a sale of the property to a third party. The lender will commonly obtain the services of a real estate broker and pay the broker’s commission in connection with the sale of the property. Depending upon market conditions, the ultimate proceeds of the sale of the property may not equal the lender’s investment in the property. Moreover, a lender commonly incurs substantial legal fees and court costs in acquiring a mortgaged property through contested foreclosure, forfeiture and/or bankruptcy proceedings. Furthermore, an increasing number of states require that any environmental hazards be eliminated before a property may be resold, and a lender may be responsible under federal or state law for the cost of cleaning up a mortgaged property that is environmentally contaminated. See “— Environmental Laws” below. As a result, a lender could realize an overall loss on a mortgage loan even if the related mortgaged property is sold at foreclosure or resold after it is acquired through foreclosure for an amount equal to the full outstanding principal amount of the mortgage loan, plus accrued interest.
 
In foreclosure proceedings, some courts have applied general equitable principles. These equitable principles are generally designed to relieve the borrower from the legal effects of the borrower’s defaults under the loan documents. Examples of judicial remedies that have been fashioned include judicial requirements that the lender undertake affirmative and expensive actions to determine the causes of the borrower’s default and the likelihood that the borrower will be able to reinstate the loan. In some cases, courts have substituted their judgment for the lender’s judgment and have required that lenders reinstate loans or recast payment schedules in order to accommodate borrowers who are suffering from temporary financial disability. In other cases, courts have limited the right of the lender to foreclose if the default under the mortgage instrument is not monetary, such as the borrower’s failing to adequately maintain the property or the borrower’s executing a second mortgage or deed of trust affecting the property in violation of the provisions of the first mortgage or deed of trust. Finally, some courts have been faced with the issue of whether or not federal or state constitutional provisions reflecting due process concerns for adequate notice require that borrowers under mortgages receive notices in addition to the statutorily-prescribed requirements. For the most part, these cases have upheld the notice provisions as being reasonable or have found that the sale under a deed of trust or a


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mortgage having a power of sale does not involve sufficient state action to afford constitutional protection to the borrower.
 
Applicability of Usury Laws
 
State and federal usury laws limit the interest that lenders are entitled to receive on a mortgage loan. In determining whether a given transaction is usurious, courts may include charges in the form of “points” and “fees” as “interest,” but may exclude payments in the form of “reimbursement of foreclosure expenses” or other charges found to be distinct from “interest.” Where possible, we intend to elect to have our loans be governed by Nevada law, which does not limit the amount of interest that parties may agree to in writing. The election to be governed by Nevada law, therefore, will allow us to extend loans that will earn our targeted return. However, we may not always be able to elect to have Nevada law govern our loans. In addition, even if we believe Nevada law should govern a particular loan, a court may find that the law of another state, which imposes limits on interest, applies, and that our loan violates that law. If the amount charged for the use of the money loaned is found to exceed a statutorily established maximum rate, the form employed and the degree of overcharge are both immaterial to the determination that the loan is usurious. Statutes differ in their provision as to the consequences of a usurious loan. One group of statutes requires the lender to forfeit the interest above the applicable limit or imposes a specified penalty. Under this statutory scheme, the borrower may have the recorded mortgage or deed of trust cancelled upon paying its debt with lawful interest, or the lender may foreclose, but only for the debt plus lawful interest. Under a second, more severe type of statute, a violation of the usury law results in the invalidation of the transaction, thereby permitting the borrower to have the recorded mortgage or deed of trust cancelled without any payment (thus prohibiting the lender from foreclosing). See “Risk Factors — Risks Related to the Secured Loan Lending Business — If we were found to have violated applicable usury laws, we would be subject to penalties and other possible risks.”
 
Environmental Laws
 
Real property pledged as security to a lender may be subject to potential environmental risks. Such environmental risks may give rise to a diminution in value of property securing any mortgage loan or, as more fully described below, liability for cleanup costs or other remedial actions, which liability could exceed the value of such property or the principal balance of the related mortgage loan. In certain circumstances, a lender may choose not to foreclose on contaminated property rather than risk incurring liability for remedial actions.
 
Under the laws of certain states, the owner’s failure to perform remedial actions required under environmental laws may in certain circumstances give rise to a lien on mortgaged property to ensure the reimbursement of remedial costs. In some states, such lien law gives priority over the lien of an existing mortgage against such property. Because the costs of remedial action could be substantial, the value of a mortgaged property as collateral for a mortgage loan could be adversely affected by the existence of an environmental condition giving rise to a lien.
 
Under limited circumstances, secured lenders may be liable for the costs of investigation and cleanup of contaminated property. Pursuant to CERCLA and similar state laws, current or previous owners or operators of real property are liable for the cost of investigation, removal or remediation of hazardous substances at their properties. CERCLA contains a secured creditor exemption that eliminates owner and operator liability for lenders who hold indicia of ownership in a contaminated property primarily to protect their security interest in that property, provided the lender does not participate in the management of the property. Although a lender may not exercise day-to-day control over environmental compliance issues at the facility, a lender may require a borrower to inspect or clean up the property without triggering CERCLA liability. A lender may also foreclose on the property without triggering CERCLA liability, provided the lender seeks to divest itself of the facility at the earliest practicable, commercially reasonable time, on commercially reasonable terms. However, even if a lender does not incur CERCLA liability, the diminished value of a contaminated property may significantly impact and in some cases negate the value of the lien. The secured lender liability protection under CERCLA varies somewhat under individual state laws.


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We intend to generally require that a Phase I environmental assessment be conducted on all property before we originate or purchase a loan with respect to such property. We also expect to receive an endorsement letter from the firm that conducts the environmental assessment allowing us to rely on such assessment as a condition to funding the loan. Phase I environmental site assessments are intended to evaluate information regarding the environmental condition of the surveyed property and surrounding properties based generally on visual observations, interviews and certain publicly available databases. These assessments do not typically take into account all environmental issues including, but not limited to, testing of soil or groundwater or the possible presence of asbestos, lead-based paint, radon, wetlands or mold.
 
“Hazardous substances” are generally defined as any dangerous, toxic or hazardous pollutants, chemicals, wastes or substances, including, without limitation, those identified pursuant to CERCLA or any other environmental laws, and specifically include, without limitation, gasoline, diesel fuel, fuel oil, petroleum hydrocarbons, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, and urea formaldehyde foam insulation.
 
If a secured lender becomes liable for cleanup costs, it may bring an action for contribution against the current owners or operators, the owners or operators at the time of on-site disposal activity or any other party who contributed to the environmental hazard. Such persons or entities may be bankrupt or otherwise judgment-proof, however, and recovery cannot be guaranteed. A contribution action against the borrower may be adversely affected by the limitations on recourse in the loan documents. Similarly, in some states, anti-deficiency legislation and other statutes requiring the lender to exhaust its security before bringing a personal action against the borrower may curtail the lender’s ability to recover environmental cleanup and other related costs and liabilities incurred by the lender. For more discussion of some of the risks associated with environmentally impacted properties, see “Risk Factors — General Risks Related to Investments in Real Estate — The costs of compliance with environmental laws and other governmental laws and regulations may adversely affect our income and the cash available for any distributions.”
 
Junior Mortgages and Deeds of Trust; Rights of Senior Mortgages or Beneficiaries
 
Priority of liens on mortgaged property created by mortgages or deeds of trust depends on their terms and, generally, on the order of filing with a state, county or municipal office, although priority may in some states be altered by the mortgagee’s or beneficiary’s knowledge of unrecorded liens, leases or encumbrances against the mortgaged property. However, filing or recording does not establish priority over governmental claims for real estate taxes and assessments or, in some states, for reimbursement of remediation costs of certain environmental conditions. In addition, the Internal Revenue Code provides priority to certain tax liens over the lien of a mortgage. State law also may provide priority to certain mechanic’s, materialmen’s and workmen’s liens over a mortgage lien.
 
We expect that we will be the junior lender with respect to many of our loans. Our rights as mortgagee or beneficiary under a junior mortgage or deed of trust will be subordinate to those of the mortgagee or beneficiary under the senior mortgage or deeds of trust, including the prior rights of the senior mortgagee or beneficiary to receive rents, hazard insurance and condemnation proceeds and to cause the property securing the mortgage loan to be sold upon default of the mortgagor, thereby extinguishing the junior mortgagee’s or beneficiary’s lien, unless we assert our subordinate interest in foreclosure litigation or cure the defaulted senior loan. As discussed more fully below, in many states a junior mortgagee may cure a defaulted senior loan in full, adding the amounts expended to the balance due on the junior loan. Absent a provision in the senior mortgage, no notice of default is generally required to be given to the junior mortgagee or beneficiary. In situations where our loan will be a junior loan, we will seek to enter into agreements with the senior lender that give us the right to receive notice of default by the borrower on the senior loan and the right to retire or assume the senior loan upon such default. For a discussion of some of the risks associated with being the junior lender, see “Risk Factors — Risks Related to the Secured Loan Lending Business — Investments in second, mezzanine and wraparound mortgage loans present additional risks compared to loans secured by first deeds of trust.”


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The form of mortgage or deed of trust used by many institutional lenders confers on the mortgagee or beneficiary the right both to receive proceeds collected under any hazard insurance policy and awards made in connection with any condemnation proceedings, and to apply such proceeds and awards to any indebtedness secured by the mortgage or deed of trust, in such order as the mortgagee may determine. Thus, in the event improvements on the property are damaged or destroyed by fire or other casualty, or in the event the property is taken by condemnation, the mortgagee or beneficiary under the senior mortgage or deed of trust will have the prior right to collect any insurance proceeds payable under a hazard insurance policy and any award of damages in connection with the condemnation and to apply the same to the indebtedness secured by the senior mortgage or deed of trust. Proceeds in excess of the amount of the senior indebtedness will, in most cases, be applied to the indebtedness secured by a junior mortgage or deed of trust. The laws of certain states may limit the ability of mortgagees or beneficiaries to apply the proceeds of hazard insurance and partial condemnation awards to the secured indebtedness. In such states, the mortgagor or trustor must be allowed to use the proceeds of hazard insurance to repair the damage unless the security of the mortgagee or beneficiary has been impaired. Similarly, in certain states, the mortgagee or beneficiary is entitled to the award for a partial condemnation of the real property security only to the extent that its security is impaired. Where our loan is subordinate to a senior lender, we will not receive any proceeds from insurance payouts or awards of damages that are available to be paid to secured lenders until the debt to the senior lender has been satisfied in full.
 
The form of mortgage or deed of trust used by many institutional lenders typically contains a “future advances” clause, which provides that additional amounts advanced to or on behalf of the mortgagor or trust or by the mortgagee or beneficiary are to be secured by the mortgage or deed of trust. While such a clause is valid under the laws of most states, the priority of any advance made under the clause depends, in some states, on whether the advance was an “obligatory” or “optional” advance. If the mortgagee or beneficiary is obligated to advance the additional amounts, the advance may be entitled to receive the same priority as amounts initially made under the mortgage or deed of trust, notwithstanding that there may be intervening junior mortgages or deeds of trust and other liens between the date of recording of the mortgage or deed of trust and the date of the future advance, and notwithstanding that the mortgagee or beneficiary had actual knowledge of such intervening junior mortgages or deeds of trust and other liens at the time of the future advance. Where the mortgagee or beneficiary is not obligated to advance the additional amounts and has actual knowledge of the intervening junior mortgages or deeds of trust and other liens, the additional advance may be subordinate to such intervening junior mortgages or deeds of trust and other liens. Priority of advances under a “future advance” clause rests, in other states, on state law giving priority to advances made under the loan agreement up to a “credit limit” amount stated in the recorded mortgage or deed of trust.
 
Another provision typically found in the forms of mortgages and deeds of trust used by many institutional lenders obligates the mortgagor or trustor to pay before delinquency all taxes and assessments on the property and, when due, all encumbrances, charges and liens on the property that appear prior to the mortgage, to provide and maintain fire insurance on the property, to maintain and repair the property and not to commit or permit any waste thereof, and to appear in and defend any action or proceeding purporting to affect the property or the rights of the mortgagee under the mortgage. Upon a failure of the mortgagor or trustor to perform any of these obligations, the mortgagee or beneficiary is given the right under the mortgage or deed of trust to perform the obligation itself, at its election, with the mortgagor or trustor agreeing to reimburse the mortgagee or beneficiary for any sums expended by the mortgagee or beneficiary on behalf of the mortgagor or trustor. All sums so expended by the mortgagee or beneficiary become part of the indebtedness secured by the mortgage.
 
Statutory Rights of Redemption
 
In some states, after a foreclosure sale pursuant to a mortgage or deed of trust, the borrower and certain foreclosed junior lien holders are given a statutory period in which to redeem the property from the foreclosure sale. In some states, redemption may occur only upon payment of the entire principal balance of the loan, accrued interest and expenses of foreclosure. In other states, redemption may be authorized if the borrower pays only a portion of the sums due. The effect of a statutory right of redemption is to diminish the ability of the lender to sell the foreclosed property. The right of redemption may defeat the title of any


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purchaser at a foreclosure sale or any purchaser from the lender subsequent to a foreclosure sale. Certain states permit a lender to avoid a post-sale redemption by waiving its right to a deficiency judgment. Consequently, the practical effect of the redemption right is often to force the lender to retain the property and pay the expenses of ownership until the redemption period has run. Under the laws of some states, mortgages under contracts for deed may also have a post-foreclosure right of redemption, and a mortgagor with a sufficient equity investment in the property may be permitted to share in the proceeds of any sale of the property after the indebtedness is paid or may otherwise be entitled to a prohibition of the enforcement and the forfeiture clause.
 
Bankruptcy Laws
 
Statutory provisions, including the Federal Bankruptcy Code and state laws affording relief to debtors, may interfere with and delay the ability of the secured mortgage lender to obtain payment of the loan, to realize upon collateral and/or to enforce a deficiency judgment. Under the Bankruptcy Code, virtually all actions (including foreclosure actions and deficiency judgment proceedings) are automatically stayed upon the filing of a bankruptcy petition, and often no interest or principal payments are made during the course of the bankruptcy proceeding. The delay and consequences thereof caused by such an automatic stay can be significant. However, the automatic stay can be lifted unless the debtor can provide adequate security to the creditor, usually in the form of post-petition payments on the debt. Also, under the Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a junior lien holder, including, without limitation, any junior mortgagee, may stay the senior lender from taking action to foreclose that junior lien.
 
Under the Bankruptcy Code, provided certain substantive and procedural safeguards for the lender are met, the amount and terms of a mortgage secured by property of the debtor may be modified under certain circumstances. The outstanding amount of the loan secured by the real property may be reduced to the then current value of the property (with a corresponding partial reduction of the amount of the lender’s security interest) pursuant to a confirmed plan or lien avoidance proceeding, thus leaving the lender in the position of a general unsecured creditor for the difference between such value and the outstanding balance of the loan. Other modifications may include a reduction in the amount of each monthly payment, which reduction may result from a reduction in the rate of interest and/or the alteration of the repayment schedule (with or without affecting the unpaid principal balance of the loan), and/or an extension (or reduction) of the final maturity date. Some courts with federal bankruptcy jurisdiction have approved plans, based on the particular facts of the reorganization case, that effected the curing of a mortgage loan default by paying arrearage over a number of years. Also, under the Bankruptcy Code, a bankruptcy court may permit a debtor through its rehabilitative plan to decelerate a secured loan and to reinstate the loan even though the lender accelerated the mortgage loan and final judgment of foreclosure had been entered in state court (provided no sale of the property had yet occurred) prior to the filing of the debtor’s petition. This may be accomplished even if the full amount due under the original loan is never repaid. Other types of significant modifications to the terms of the mortgage or deed of trust may be acceptable to the bankruptcy court, often depending on the particular facts and circumstances of the specific case.
 
In a bankruptcy or similar proceeding, action may be taken seeking the recovery as a preferential transfer of any payments made by the mortgagor to the lender under the related mortgage loan. Payments on long-term debt may be protected from recovery as preferences if they are payments in the ordinary course of business made on debts incurred in the ordinary course of business. Whether any particular payment would be protected depends upon the facts specific to a particular transaction.
 
Enforceability of Certain Provisions
 
Acceleration on Default
 
We may extend loans that contain a “debt acceleration” clause, which permits the lender to accelerate the full debt upon a monetary or non-monetary default by the borrower. In the event that we decide to exercise the debt acceleration clause, our right to receive payment or foreclose our interest in, and take possession of, the collateral will be subordinate to the rights of the senior lender. Typically, we will be required to assume the


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senior debt or ensure that the senior debt is repaid before we may fully exercise the debt acceleration provisions in our loans.
 
The courts of most states will enforce clauses providing for acceleration in the event of a material payment default after giving effect to any appropriate notices. The equity courts of any state, however, may refuse to foreclose a mortgage or deed of trust when an acceleration of the indebtedness would be inequitable or unjust or the circumstances would render the acceleration unconscionable. Furthermore, in some states, the borrower may avoid foreclosure and reinstate an accelerated loan by paying only the defaulted amounts and the costs and attorneys’ fees incurred by the lender in collecting such defaulted payments.
 
State courts also are known to apply various legal and equitable principles to avoid enforcement of the forfeiture provisions of installment contracts. For example, a lender’s practice of accepting late payments from the borrower may be deemed a waiver of the forfeiture clause. State courts also may impose equitable grace periods for payment of arrearage or otherwise permit reinstatement of the contract following a default. Not infrequently, if a borrower under an installment contract has significant equity in the property, equitable principles will be applied to reform or reinstate the contract or to permit the borrower to share the proceeds upon a foreclosure sale of the property if the sale price exceeds the debt.
 
Secondary Financing: Due-on-Encumbrance Provisions
 
Some mortgage loans have no restrictions on secondary financing, thereby permitting the borrower to use the mortgaged property as security for one or more additional loans. Some mortgage loans may preclude secondary financing (often by permitting the first lender to accelerate the maturity of its loan if the borrower further encumbers the mortgaged property) or may require the consent of the senior lender to any junior or substitute financing. However, such provisions may be unenforceable in certain jurisdictions under certain circumstances.
 
Where the borrower encumbers the mortgaged property with one or more junior liens, the senior lender is subject to additional risk. First, the borrower may have difficulty servicing and repaying multiple loans. Second, acts of the senior lender that prejudice the junior lender or impair the junior lender’s security may create a superior equity in favor of the junior lender. Third, if the borrower defaults on the senior loan and/or any junior loan or loans, the existence of junior loans and actions taken by junior lenders can impair the security available to the senior lender and can interfere with, delay and in certain circumstances even prevent the taking of action by the senior lender. Fourth, the bankruptcy of a junior lender may operate to stay foreclosure or similar proceedings by the senior lender.


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MANAGEMENT
 
General
 
We operate under the direction of our board of trustees, the members of which are accountable to us and our shareholders as fiduciaries. The board is responsible for the management and control of our affairs. The board has retained UMTH GS to serve as our advisor and manage our day-to-day business. UMTH GS has engaged UMTH LD to act as our asset manager and UMTH LD will make its personnel and other management assets available for our operation and maintenance. All decisions regarding our investments will be approved by our board of trustees, as described below. Our independent trustees have reviewed and ratified our declaration of trust. We do not employ our own management personnel. Instead, we will pay fees to our advisor, and through our advisor to its affiliates, including UMTH LD, for providing services to us.
 
Our declaration of trust and bylaws provide that the number of our trustees may be established by a majority of the entire board of trustees. At any time after commencement of our initial public offering, there may not be fewer than three or more than 15 trustees, subject to increase or decrease by a vote of our board. Our declaration of trust provides that after commencement of our initial public offering a majority of our trustees must be independent trustees, as such term is defined in the NASAA REIT Guidelines and our declaration of trust. An “independent trustee” is a person who is not one of our officers or employees or an officer or employee of our advisor or its affiliates and has not otherwise been affiliated with such entities for the previous two years. We have five trustees, three of whom are independent under the definition of independence set forth in our declaration of trust and the independence tests provided in the New York Stock Exchange Listed Company Manual. These definitions of independence are not included on our affiliated website. Each trustee who is not an independent trustee must have at least three years of relevant experience demonstrating the knowledge and experience required to successfully acquire and manage the type of assets in which we intend to invest. At least one of the independent trustees must have at least three years of relevant real estate experience. We expect a majority of our trustees will have three years of real estate experience.
 
Each trustee will serve until the next annual meeting of shareholders and until his successor has been duly elected and qualified. Although the number of trustees may be increased or decreased, a decrease will not have the effect of shortening the term of any incumbent trustee. Any trustee may resign at any time and may be removed with or without cause by the shareholders upon the affirmative vote of holders of at least a majority of all the outstanding shares entitled to vote at a meeting properly called for the purpose of the proposed removal. The notice of the meeting will indicate that the purpose, or one of the purposes, of the meeting is to determine if the trustee shall be removed.
 
A vacancy created by an increase in the number of trustees or the death, resignation, removal, adjudicated incompetence or other incapacity of a trustee may be filled only by a vote of a majority of the remaining trustees. Independent trustees will nominate replacements for vacancies in the independent trustee positions. If at any time there are no trustees in office, successor trustees will be elected by the shareholders. Each trustee will be bound by the declaration of trust and the bylaws.
 
During the discussion of a proposed transaction, independent trustees may offer ideas for ways in which transactions may be structured to offer the greatest value to us, and our management will take these suggestions into consideration when structuring transactions. The trustees are not required to devote all of their time to our business and are only required to devote the time to our affairs as their duties require. The trustees will meet quarterly or more frequently if necessary. We do not expect that the trustees will be required to devote a substantial portion of their time to discharge their duties as our trustees. Consequently, in the exercise of their responsibilities, the trustees will be relying heavily on our advisor. Our trustees have a fiduciary duty to our shareholders to supervise the relationship between us and our advisor. The board is empowered to fix the compensation of all officers that it selects and approve the payment of compensation to trustees for services rendered to us in any other capacity.
 
In addition to the investment policies set forth in our declaration of trust, our board of trustees has established policies on investments and borrowing, which are set forth in this prospectus. The trustees may establish further policies on investments and borrowings and shall monitor our administrative procedures,


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investment operations and performance to ensure that the policies are fulfilled and are in the best interest of the shareholders. We will follow the policies on investments and borrowings set forth in this prospectus unless and until they are modified in accordance with our declaration of trust.
 
The board also is responsible for reviewing our fees and expenses on at least an annual basis and with sufficient frequency to determine that the expenses incurred are in the best interest of the shareholders. In addition, a majority of the trustees, including a majority of the independent trustees, who are not otherwise interested in the transaction must approve all transactions with our advisor or its affiliates as being fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties. The independent trustees will also be responsible for reviewing the performance of our advisor and determining that the compensation to be paid to our advisor is reasonable in relation to the nature and quality of services to be performed and that the provisions of the advisory agreement are being carried out. Specifically, the independent trustees will consider factors such as:
 
  •  the amount of the fees paid to our advisor in relation to the size, composition and performance of our investments;
 
  •  the success of our advisor in generating appropriate investment opportunities;
 
  •  rates charged to other companies, especially REITs of similar structure, and other investors by advisors performing similar services;
 
  •  additional revenues realized by our advisor and its affiliates through their relationship with us, whether we pay them or they are paid by others with whom we do business;
 
  •  the quality and extent of service and advice furnished by our advisor and the performance of our investment portfolio; and
 
  •  the quality of our portfolio relative to the investments generated by our advisor or its affiliates for their own accounts and its other programs and clients.
 
After we accept any subscriptions for the purchase of shares in this offering, none of our trustees, our advisor, nor any of their affiliates will vote or consent to the voting of our common shares of beneficial interest they now own or hereafter acquire on matters submitted to the shareholders regarding either (1) the removal of our advisor, such trustee or any of their affiliates, or (2) any transaction between us and our advisor, such trustee or any of their affiliates. In determining the requisite percentage in interest required to approve such a matter, any shares owned by such persons will not be included.
 
Executive Officers and Trustees
 
We have provided below certain information about our executive officers and trustees.
 
             
Name
 
Age*
 
Position(s)
 
Hollis M. Greenlaw
       45     Chief Executive Officer and Chairman of the Board of Trustees
David A. Hanson
       46     Chief Operating Officer and Chief Accounting Officer
Cara D. Obert
       40     Chief Financial Officer and Treasurer
Scot W. O’Brien
       50     Trustee
Phillip K. Marshall
       60     Independent Trustee
J. Heath Malone
       43     Independent Trustee
Steven J. Finkle
       60     Independent Trustee
 
 
* As of November 12, 2009
 
Hollis M. Greenlaw.  Mr. Greenlaw serves as our Chief Executive Officer and Chairman of our board of trustees. Mr. Greenlaw also has served as President and Chief Executive Officer of UMTH LD since March 2003. He also has served as partner, Vice Chairman and Chief Executive Officer of UMT Holdings and as President, Chief Executive Officer and a director of UMT Services since March 2003. From March 2003 through December 2007, Mr. Greenlaw directed the funding of over approximately $237 million in loans and


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land banking transactions and over $86 million of equity investments for UDF I and UDF II, and over $132 million in loans for UDF III. During that same period, UDF I and UDF II received over approximately $184 million in loan repayments and over $31 million in equity investment distributions, and since inception, UDF III has received over $32 million in repayments. Since May 1997, Mr. Greenlaw has been a partner of The Hartnett Group, Ltd., a closely-held private investment company managing over $40 million in assets. The Hartnett Group, Ltd. and its affiliated companies engage in securities and futures trading; acquire, develop, and sell real estate, including single-family housing developments, commercial office buildings, retail buildings and apartment homes; own several restaurant concepts throughout the United States; and make venture capital investments. From March 1997 until June 2003, Mr. Greenlaw served as Chairman, President and CEO of a multi-family real estate development and management company owned primarily by The Hartnett Group, Ltd. and developed seven multi-family communities in Arizona, Texas and Louisiana with a portfolio value exceeding $80 million. Prior to joining The Hartnett Group, Ltd., from 1992 until 1997, Mr. Greenlaw was an attorney with the Washington, D.C. law firm of Williams & Connolly, where he practiced business and tax law. Mr. Greenlaw received a Bachelor of Arts degree from Bowdoin College in 1986, where he was a James Bowdoin Scholar and elected to Phi Beta Kappa, and received a Juris Doctorate from the Columbia University School of Law in 1990. Mr. Greenlaw is a member of the Maine, District of Columbia and Texas bars.
 
David A. Hanson.  Mr. Hanson serves as our Chief Operating Officer and Chief Accounting Officer. He joined UMTH GS as President and UMT Holdings as Chief Operating Officer and Chief Accounting Officer in June 2007. Mr. Hanson also serves as Chief Financial Officer of UMT Services. Mr. Hanson has over 20 years of experience as a financial executive in the residential housing industry as an accountant with an international public accounting firm. From 2006 to 2007, he was a Director of Land Finance for the Central/Eastern Region at Meritage Homes Corporation (Meritage), the twelfth largest publicly traded homebuilder. While at Meritage, Mr. Hanson handled all aspects of establishing, financing, administering and monitoring off-balance sheet FIN 46 compliant entities for the Central/Eastern Region. From 2001 to 2006, he was employed with Lennar Corporation, a national homebuilding company, as the Regional Finance Manager and served as acting homebuilding Division President, Regional Controller, and Controller for both homebuilding and land divisions. From 1999 to 2001, Mr. Hanson was the Director, Finance and Administration for One, Inc., a technology consulting firm. From 1996 to 1999, Mr. Hanson was the Vice President, Finance and Accounting for MedicalControl, Inc., a publicly traded managed healthcare company. Prior to 1996, he was employed with Arthur Andersen LLP, an international accounting and consulting firm, for approximately nine years. He graduated from the University of Northern Iowa in 1984 with a Bachelor of Arts degree in Financial Management/Economics and in 1985 with a Bachelor of Arts degree in Accounting. He is a Certified Public Accountant and Certified Management Accountant.
 
Cara D. Obert.  Ms. Obert serves as our Chief Financial Officer and Treasurer and is a partner of UMT Holdings. Ms. Obert served as the Chief Financial Officer for UMT Holdings from March 2004 until August 2006 and served as Controller for UMT Holdings from October 2003 through March 2004. She has served as the Chief Financial Officer of UMTH LD since August 2006. From 1996 to 2003, she was a self-employed consultant, assisting clients, including Fortune 500 companies, in creating and maintaining financial accounting systems. From May 1995 until June 1996, she served as Controller for Value-Added Communications, Inc., a Nasdaq-listed telecommunications company that provided communications systems for the hotel and prison industries. From 1990 to 1993, she was employed with Arthur Andersen LLP, an international accounting and consulting firm. She graduated from Texas Tech University in 1990 with a Bachelor of Arts degree in accounting. She is a Certified Public Accountant.
 
Scot W. O’Brien.  Mr. O’Brien serves as a member of our board of trustees. He is a shareholder in the law firm of Hallett & Perrin, P.C., has over 23 years of experience in real estate transactions, bank and other institutional financings, mergers and acquisitions, private placements, tax planning (including providing tax advice in conjunction with the formation and operation of REITs), and general corporate matters and has a peer review rating of AV by Martindale-Hubbell. In his capacity with Hallett & Perrin, Mr. O’Brien provides legal services to our advisor, our asset manager and affiliates of our advisor and our asset manager. He has advised United Mortgage Trust, UMT Holdings and UDF I since 2003 and has advised UDF III since its


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initial public offering. Mr. O’Brien recently oversaw the structure and formation of UDF LOF. He is responsible for the direction and structure of the United Development Funding lending transactions. Mr. O’Brien also represents numerous real estate-related funds. As a regular part of his practice, Mr. O’Brien analyzes, structures, negotiates and closes numerous acquisitions and dispositions of real estate and real estate-related investments, including improved and unimproved real estate and loans secured by real estate. Mr. O’Brien has also structured and negotiated the financing, development and construction terms for numerous real estate development projects, including lot developments, hotels, medical office buildings, apartment complexes and shopping centers. He joined Hallett & Perrin in April 1996. Prior to joining Hallett & Perrin, Mr. O’Brien was an associate (1985-1992) and a shareholder (1993-1996) in the law firm of Winstead, P.C. (f/k/a Winstead, Sechrest & Minick). Mr. O’Brien received a Bachelor of Business Administration from the University of Notre Dame in 1982. He received a Juris Doctorate with honors from St. Mary’s University in 1985, and an L.L.M. (Taxation) from Southern Methodist University in 1988. Mr. O’Brien is a member of the State Bar of Texas.
 
Phillip K. Marshall.  Mr. Marshall serves as one of our independent trustees. Since September 2006, Mr. Marshall has served as an independent trustee of United Mortgage Trust, a real estate investment trust that invests exclusively in: (i) first lien secured mortgage loans for the acquisition and renovation of single-family homes, (ii) lines of credit and secured loans for the acquisition and development of single-family home lots, (iii) lines of credit and loans secured by developed single-family lots, and (iv) lines of credit and loans secured by completed model homes; formerly, United Mortgage Trust invested in: (i) first lien secured construction loans for the acquisition of lots and construction of single-family homes and (ii) first lien, fixed rate mortgages secured by single-family residential property. As a director of United Mortgage Trust, Mr. Marshall participates in the monthly review and approval of real estate investments made and managed by such entity, and also participates annually in the review and restatement of United Mortgage Trust’s investment policies. Mr. Marshall also currently chairs the United Mortgage Trust audit committee and serves on the financial reporting and liquidity committees. From May 2007 to the present, Mr. Marshall has served as Chief Financial Officer of Rick’s Cabaret International, Inc., a publicly traded restaurant and entertainment company. From February 2007 to May 2007, he served as Controller of Dorado Exploration, Inc., a privately held oil and gas company. From July 2003 to January 2007, he served as Chief Financial Officer of CDT Systems, Inc., a publicly held company located in Addison, Texas that is engaged in water technology. From 2001 to 2003, he was a principal of Whitley Penn, independent certified public accountants. From 1992 to 2001, Mr. Marshall served as Director of Audit Services at Jackson & Rhodes PC, where he consulted in the structure and formation of United Mortgage Trust in 1996, including developing the criteria necessary to determine the type of assets suitable for acquisition by United Mortgage Trust pursuant to its desire to qualify as a real estate investment trust. While at Jackson and Rhodes and subsequently with Whitley Penn, Mr. Marshall served as the audit partner for United Mortgage Trust. From 1991 to 1992, Mr. Marshall served as an audit partner at Toombs, Hall and Foster; from 1987 to 1991, he served as an audit partner for KPMG Peat Marwick (KPMG); and from 1980 to 1987, he served as audit partner for KMG Main Hurdman (KMG). As an audit partner for KPMG and KMG, Mr. Marshall had extensive experience working with a number of mortgage banking clients and savings and loan institutions involved in residential real estate finance. In his capacity as auditor and audit partner for his mortgage banking clients, Mr. Marshall performed reviews and tests of income recognition and reporting, quality of asset testing (including analysis of real estate appraisals), historical loss reserves and comparison to industry loss reserves. Additionally, Mr. Marshall performed single audit procedures to assess the adequacy of loan servicing services including collections, cash management and reporting procedure testing, and escrow analysis. Mr. Marshall is a Certified Public Accountant in the State of Texas. He received a BBA in Accounting, Texas State University in 1972.
 
J. Heath Malone.  Mr. Malone serves as an independent trustee. Mr. Malone is a co-founder and partner of Max Industries, LTD., an Inc. 5,000 company, which does business as Max Furniture. Max Furniture is a designer, importer and on-line retailer of furniture with $15 million in annual revenue. Since 2002, Mr. Malone has served as Chief Financial Officer of Max Furniture, managing all aspects of its operations including financing, accounting, administration, transportation management and warehouse management, and serving as one of the two principal buyers for the company. Previously, Mr. Malone was the Chief Financial Officer of Mericom Corporation from 1998 to 2002. Mericom was engaged in the service and installation of


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wireless networks throughout the United States. During Mr. Malone’s tenure, Mericom grew from a small regional $5 million firm to a $60 million national company. From 1995 to 1998, Mr. Malone served as the Chief Operating Officer of OmniAmerica Development, a Hicks, Muse, Tate & Furst company in the business of designing and building cell tower networks throughout the United States. Working with a sister company, Specialty Teleconstructors, OmniAmerica Development became the third-largest owner of cellular phone towers in the United States prior to an acquisition by American Tower in 1998. Mr. Malone was the Chief Financial Officer of US Alarm Systems from 1992 to 1995, building that company from a startup to a mid-sized regional alarm firm. From 1989 to 1992, he was employed by Arthur Andersen LLP, an international accounting and consulting firm. At Arthur Andersen, Mr. Malone specialized in manufacturing and retail companies and served on a fraud audit team. Mr. Malone is a Certified Public Accountant and received a Bachelor of Arts degree in accounting from Southern Methodist University in Dallas in 1989.
 
Steven J. Finkle.  Mr. Finkle serves as an independent trustee. In 1995, Mr. Finkle founded National Brokerage Associates (NBA) and currently serves as President. National Brokerage is a full service insurance brokerage house serving agents in the Washington, D.C. metropolitan area and on a national basis. NBA has a niche in the variable life marketplace and has been involved with designing several variable life insurance products. A full service brokerage firm specializing in life, annuities, long term care, and disability, NBA works with several nationwide broker-dealers, a number of banks and the insurance brokerage community. From 1989 to 1995, Mr. Finkle served as a partner and President of CFG Insurance Services. In 1975, Mr. Finkle became part of the first franchised insurance brokerage operation in the United States when he co-founded MTA Brokerage. From 1972 to 1974, Mr. Finkle served as an assistant manager for the insurance brokerage firm of Johnson & Higgins at the Atlanta, Georgia regional office and later with National Life of Vermont. Mr. Finkle holds Series 7, 24, and 63 securities licenses and serves on the advisory committee for multiple insurance carriers. Mr. Finkle also served on the board of directors of the District of Columbia Association of Insurance and Financial Advisors and is currently a member of the board of directors of the National Association of Life Brokerage Agencies, the premier association representing the insurance brokerage community. Mr. Finkle is a partner of Brokerage Resources of America, an affiliation of national insurance brokerage firms. Mr. Finkle received his B.B.A. degree in Insurance from Georgia State University in 1972 where he was a Kemper Scholar.
 
Duties of Our Executive Officers
 
The chairman of the board presides at all meetings of the shareholders, the board of trustees and any committee on which he serves. The chief executive officer is our highest ranking executive officer and, subject to the supervision of the board of trustees, has all authority and power with respect to, and is responsible for, the general management of our business, financial affairs, and day-to-day operations. The chief executive officer oversees the advisory services performed by our advisor.
 
The chief operating officer and chief accounting officer and the chief financial officer report to the chief executive officer, and have the authority and power with respect to, and the responsibility for, our accounting, auditing, reporting and financial record-keeping methods and procedures; controls and procedures with respect to the receipt, tracking and disposition of our revenues and expenses; the establishment and maintenance of our depository, checking, savings, investment and other accounts; relations with accountants, financial institutions, lenders, underwriters and analysts; the development and implementation of funds management and short-term investment strategies; the preparation of our financial statements and all of our tax returns and filings; and the supervision and management of all subordinate officers and personnel associated with the foregoing.
 
The treasurer has responsibility for the general care and custody of our funds and securities and the keeping of full and accurate accounts of receipts and disbursements in our books. The treasurer also shall deposit all moneys and other valuable effects in our name and to our credit in such depositories as may be designated by the board of trustees. The treasurer shall disburse our funds as may be ordered by the board of trustees, taking proper vouchers for such disbursements, and shall render to the chief executive officer, president and board of trustees, at the regular meetings of the board of trustees or whenever it may so require, an account of all his or her transactions as treasurer and of our financial condition.


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Compensation of Trustees
 
We will pay each of our independent trustees an annual retainer of $25,000 per year. In addition, we will pay each of our independent trustees (i) $2,000 for each board or committee meeting attended in person (the chairman of the audit committee shall receive $3,000 for each audit committee meeting attended in person) and (ii) $250 for each board or committee meeting attended by telephone. In the event that there are multiple meetings in one day, the fees will be limited to $2,000 per day ($3,000 per day payable to the chairman of the audit committee if one of the meetings is of the audit committee).
 
In addition, our board of trustees intends to establish a compensation committee, which we expect will consist of our independent trustees, to assist the board of trustees in discharging its responsibility in all matters of compensation practices, including compensation for our officers and our directors, and employees in the event we ever have employees. The compensation committee will have discretion to award additional compensation to our trustees, in addition to the compensation set forth in the paragraph above. We expect our board of trustees will adopt a charter for the compensation committee that sets forth its specific functions and responsibilities.
 
Limited Liability and Indemnification of Trustees, Officers, Employees and Other Agents
 
We are permitted to limit the liability of our trustees and officers and to indemnify and advance expenses to our trustees, officers and other agents, but only to the extent permitted by Maryland law, our declaration of trust, and federal and state securities laws.
 
Our declaration of trust eliminates trustees’ and officers’ liability, requires us to indemnify and advance expenses to our trustees, officers and advisor and our advisor’s affiliates and permits us to indemnify and advance expenses to our employees and agents to the extent permitted by the NASAA REIT Guidelines and by Maryland law.
 
Maryland law permits a Maryland real estate investment trust to include in its declaration of trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from actual receipt of an improper benefit or profit in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action.
 
Maryland law permits a Maryland real estate investment trust to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent as permitted for directors and officers of Maryland corporations. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service in those or other capacities unless it is established that:
 
  •  the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;
 
  •  the director or officer actually received an improper personal benefit in money, property or services; or
 
  •  in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.
 
However, under Maryland law, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a judgment of liability on the basis that personal benefit was improperly received, unless in either case a court orders indemnification and then only for expenses. Maryland law permits a corporation to advance reasonable expenses to a director or officer upon receipt of:
 
  •  a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; and
 
  •  a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that the standard of conduct was not met.


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In addition to the above limitations of Maryland law, and as set forth in the NASAA REIT Guidelines, our declaration of trust further limits our ability to indemnify our trustees, our advisor and our advisor’s affiliates for loss or liability suffered by them or hold harmless our trustees or our advisor and its affiliates for loss or liability suffered by us by requiring that:
 
  •  the party seeking indemnification has determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests;
 
  •  the party seeking indemnification was acting on our behalf or performing services for us;
 
  •  in the case of non-independent trustees, our advisor or its affiliates, the liability or loss was not the result of negligence or misconduct by the party seeking indemnification;
 
  •  in the case of independent trustees, the liability or loss was not the result of gross negligence or willful misconduct by the independent trustee; and
 
  •  the indemnification or agreement to hold harmless is recoverable only out of our net assets and not from the shareholders.
 
These provisions, however, do not reduce the exposure of trustees and officers to liability under federal or state securities laws, nor do they limit our shareholders’ ability to obtain injunctive relief or other equitable remedies for a violation of a trustee’s or an officer’s duties to us, although equitable remedies may not be an effective remedy in some circumstances.
 
The Securities and Exchange Commission and some state securities commissions take the position that indemnification against liabilities arising under the Securities Act, is against public policy and unenforceable. Further, our declaration of trust prohibits the indemnification of our trustees, our advisor, its affiliates or any person acting as a broker-dealer for liabilities arising from or out of a violation of state or federal securities laws, unless one or more of the following conditions are met:
 
  •  there has been a successful adjudication on the merits of each count involving alleged securities law violations;
 
  •  such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or
 
  •  a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and of the published position of any state securities regulatory authority in which our securities were offered as to indemnification for violations of securities laws.
 
Our declaration of trust further provides that the advancement of funds to our trustees, our advisor and its affiliates for reasonable legal expenses and other costs incurred in advance of the final disposition of a proceeding for which indemnification is being sought is permissible only if all of the following conditions are satisfied: (1) the legal action relates to acts or omissions with respect to the performance of duties or services on our behalf; (2) the party seeking the advance provides us with written affirmation of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification; (3) the legal action is initiated by a third party who is not a shareholder or, if the legal action is initiated by a shareholder acting in his capacity as such, a court of competent jurisdiction specifically approves such advancement; and (4) the party seeking the advance agrees in writing to repay the advanced funds to us together with the applicable legal rate of interest thereon, if it is ultimately determined that such person is not entitled to indemnification.
 
Prior to the commencement of this offering, we also will purchase and maintain insurance on behalf of all of our trustees and officers against liability asserted against or incurred by them in their official capacities with us, whether or not we are required or have the power to indemnify them against the same liability.


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The Advisor
 
Our advisor, UMTH GS, is a Delaware limited partnership formed in March 2003. The executive offices of our advisor are located at The United Development Funding Building, Suite 100, 1301 Municipal Way, Grapevine, Texas 76051.
 
The executive officers of UMTH GS are as follows:
 
             
Name
 
Age*
 
Position(s)
 
David A. Hanson
    46     President
V. Lynn Horne
    56     Vice President
 
 
* As of November 12, 2009
 
For more information regarding the background and experience of Mr. Hanson see “— Executive Officers and Trustees,” above.
 
V. Lynn Horne.  Mr. Horne joined UMTH Lending Company as President in February 2007 and serves as Vice President to our advisor, UMTH GS. From May 2004 to February 2007, Mr. Horne served as Eastern Regional Sales Manager for the Home Depot/Indymac Bank Speculative Loan Lending program, Central United States Area Sales Manager and National Sales Channel Manager for the Owner Assist platform of Indymac Bank. From October 2003 to May 2004 and October 1997 to August 2000, Mr. Horne served as Vice President of Lending Operations for Colonial Funding Group, a purchaser, servicer and seller of real estate lien notes. Mr. Horne served as Director of Land Sales for the Southwest Region of Textron Financial from December 2000 to October 2003. From August 2000 through December 2000, Mr. Horne served as Vice President, Private Mortgage Operations for the real estate division of The Associates Financial Services Corp., where he directed the portfolio acquisition of real estate notes. From June 1987 to October 1997, Mr. Horne served as Vice President and Regional Manager with Nations Credit Financial Services, where he managed 29 retail consumer finance offices in Texas, Florida and Tennessee. Mr. Horne also has mitigated potential losses through loan workouts and fraud investigation with Private Mortgage Insurance Group, Inc, a California based private mortgage insurance company. Mr. Horne attended Oklahoma City Junior College from October 1972 to May 1974 and has served on the Board of Directors of National Voluntary Health Facility II, Phoenix, Arizona and the Board of Directors, National Voluntary Health Facility, Dallas, Texas.
 
UMT Holdings holds 99.9% of the limited partnership interests in UMTH GS, as the sole limited partner. UMT Services serves as the general partner of UMTH GS and holds the remaining 0.1% partnership interest of UMTH GS. Todd F. Etter and Hollis M. Greenlaw together own 100% of UMT Services. For more information regarding the background and experience of Mr. Etter, see “— Asset Manager and Its Affiliates,” below. For more information regarding the background and experience of Mr. Greenlaw, see “— Executive Officers and Trustees,” above.
 
Todd F. Etter, Hollis M. Greenlaw and Michael K. Wilson are the directors of UMT Services, the general partner of UMTH GS.
 
The Advisory Agreement
 
Many of the services to be performed by our advisor in managing our day-to-day activities are summarized below. In some instances, our advisor may contract with a duly qualified and licensed affiliated entity to provide certain services under the advisory agreement. This summary is provided to illustrate the material functions that our advisor or an affiliate of our advisor will perform for us, and it is not intended to include all of the services that may be provided to us by third parties. Our advisor has a contractual and fiduciary duty and responsibility to us and our shareholders. Under the terms of the advisory agreement, our advisor undertakes to use its commercially reasonable best efforts to present us with investment opportunities


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that are consistent with our investment policies and objectives as adopted by our board of trustees. In its performance of this undertaking, our advisor shall, subject to the authority of the board:
 
  •  manage our formation and the formation of our operating partnership, including the preparation and filing of all necessary documentation and ancillary agreements;
 
  •  structure, qualify and register this offering of our shares;
 
  •  coordinate marketing and distribution of our shares in connection with this offering;
 
  •  structure, qualify, register and oversee the distribution of our shares pursuant to our distribution reinvestment plan;
 
  •  structure, qualify and administer the repurchase of our shares pursuant to our share redemption program;
 
  •  provide day-to-day management and administrative functions reasonably necessary for our management and operations;
 
  •  from time to time, or at any time reasonably requested by our board, make reports to the board of its performance of services to us under the advisory agreement;
 
  •  perform investor relations services;
 
  •  provide office space, equipment and personnel as required for the performance of services to us under the advisory agreement;
 
  •  prepare on our behalf all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and
 
  •  perform any other services reasonably requested by us.
 
Our advisor also will delegate, but ultimately be responsible for, the following responsibilities to UMTH LD, our asset manager:
 
  •  serve as our investment and financial advisor, formulate and oversee the implementation of our investment policies, and provide research and economic and statistical data in connection with our assets and our investment policies;
 
  •  locate, analyze and select potential investment opportunities and advise as to potential asset dispositions;
 
  •  structure and negotiate the terms and conditions of our secured loans and other investments, including any joint ventures or co-investments;
 
  •  negotiate with banks or lenders or otherwise arrange for financing on our behalf;
 
  •  service or enter into contracts for servicing our secured loans; and
 
  •  obtain or prepare reports, and arrange for any necessary or desired appraisals, concerning the value of investments or contemplated investments.
 
For more information regarding the responsibilities of our asset manager, see “— Asset Manager and its Affiliates” below.
 
The advisory agreement will have a one-year term that may be renewed for an unlimited number of successive one-year periods. It will be the duty of our board of trustees to evaluate the performance of our advisor before entering into or renewing an advisory agreement. The criteria used in such evaluation will be reflected in the minutes of such meeting. Either party may terminate the advisory agreement upon 60 days’ written notice without cause or penalty. If we elect to terminate the agreement, we must obtain the approval of a majority of our independent trustees. In the event of the termination of our advisory agreement, our advisor is required to cooperate with us and take all reasonable steps requested by us to assist our board of trustees in making an orderly transition of the advisory function.


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Our advisor and its officers and affiliates expect to engage in other business ventures and, as a result, their resources will not be dedicated exclusively to our business. However, pursuant to the advisory agreement, our advisor and its officers and affiliates will be required to commit sufficient time to ensure performance of all the services detailed in the advisory agreement. This program, at maturity, is expected to represent approximately 50% of the assets under management by our executive officers and entities with which they are affiliated. Correspondingly, our chief executive officer and chairman of the board of trustees, Hollis M. Greenlaw, our chief operating officer and chief accounting officer, David A. Hanson, and our chief financial officer, Cara D. Obert, will be required to devote up to 50% of their time to the administration of our business. Our executive officers expect to increase their resources as we grow in size.
 
In cases where our advisor determines that it is advantageous to us to make the types of investments in which our advisor or its affiliates do not have experience, our advisor intends to employ persons, engage consultants or partner with third parties that have, in our advisor’s opinion, the relevant expertise, qualifications and licenses necessary to assist our advisor in evaluating, making and administering such investments. Our advisor may assign the advisory agreement to an affiliate of the advisor without board approval. All other assignments of the advisory agreement by our advisor (other than the assignment of the right to receive fees) must have the approval of our board, including the approval of a majority of our independent trustees. We may assign or transfer the advisory agreement to a successor entity. Our board shall determine whether any successor advisor possesses sufficient qualifications to perform the advisory function for us and whether the compensation provided for in its contract with us is justified.
 
Our advisor may not cause us to acquire any property or make or invest in any secured loan or other investment on our behalf without the prior approval of our board of trustees, including a majority of our independent trustees. The actual terms and conditions of transactions involving our investments will be determined by our advisor, subject at all times to such board approval.
 
We will reimburse our advisor for all of the costs and expenses that are in any way related to our operation or the conduct of our business or the services our advisor provides to us, including (except as noted below) direct expenses and costs of salaries and benefits of persons employed by our advisor and/or its affiliates performing advisory services for us. The costs and expenses include, but are not limited to:
 
  •  organization and offering expenses related to our primary offering (other than selling commissions, dealer manager fees and other fees that are deemed to be underwriting compensation) in an amount equal to 3% of gross offering proceeds from the primary offering less any such organization and offering expenses we pay directly. Our advisor and its affiliates will be responsible for the payment of organization and offering expenses related to our primary offering (other than selling commissions, dealer manager fees and other fees that are deemed to be underwriting compensation), to the extent they exceed 3% of gross offering proceeds from the primary offering, without recourse against or reimbursement by us;
 
  •  the actual cost of goods, services and materials used by us and obtained from entities not affiliated with our advisor, including brokerage fees paid in connection with the purchase and sale of securities;
 
  •  third-party acquisition expenses related to the selection and acquisition of assets, whether or not acquired by us, including, but not limited to, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, third-party brokerage or finder’s fees, title insurance, premium expenses and other closing costs, provided that these acquisition-related expenses will only be reimbursed to the extent that the amount of such expenses, when combined with any acquisition and origination fees, does not exceed 3% of the net amount available to us for investment in assets;
 
  •  all expenses associated with shareholder communications including the cost of preparing, printing and mailing annual reports, proxy statements and other reports required by governmental entities;
 
  •  audit, accounting and legal fees paid to third parties;


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  •  premiums and other associated fees for insurance policies including trustee and officer liability insurance;
 
  •  taxes and assessments on income or real property and taxes; and
 
  •  transfer agent and registrar’s fees and charges paid to third parties.
 
Generally, we will not reimburse our advisor for any amount by which our operating expenses at the end of the four immediately preceding fiscal quarters exceed the greater of: (1) 2% of our average invested assets for that period, or (2) 25% of our net income, before any additions to or allowances for reserves for depreciation, bad debts or other similar non-cash reserves and before any gain from the sale of our assets, for that period. If we have already reimbursed our advisor for such excess operating expenses, our advisor will be required to repay such amount to us. Notwithstanding the above, we may reimburse our advisor for expenses in excess of this limitation if a majority of the independent trustees determines that such excess expenses are justified based on unusual and non-recurring factors. For any fiscal quarter for which total operating expenses exceed the limitation and our independent trustees determine such excess was justified, we will disclose this fact in our next quarterly report or, within 60 days of the end of such quarter, send a written disclosure of this fact to our shareholders, in each case such disclosure will include an explanation of the factors the independent trustees considered in arriving at the conclusion that the excess expenses were justified. If the independent trustees do not determine that such excess expenses were justified, our advisor will reimburse us for the amount by which the aggregate expenses exceeded the limitation. We will not reimburse our advisor or its affiliates for services for which our advisor or its affiliates are entitled to compensation in the form of a separate fee. Our advisor generally will be entitled to receive all accrued but unpaid compensation and expense reimbursements from us in cash within 30 days of the date of termination of the advisory agreement.
 
Investment Committee
 
Our advisor has engaged UMTH LD as our asset manager. The asset manager has organized an Investment Committee with the principal function of overseeing the investment and finance activities of the United Development Funding programs managed and advised by our advisor and UMTH LD. The Investment Committee has a fiduciary duty and responsibility to us and our shareholders. The Investment Committee will oversee, and provide our board of trustees recommendations regarding, our investments and finance transactions and asset management, policies and guidelines, and will review investment transaction structures and terms, investment underwriting, investment collateral, investment performance, investment risk management, and our capital structure at both the entity and asset level.
 
The members of the Investment Committee will consist of at least three members who are appointed by, and serve at the pleasure of, the board of directors of UMT Services, which is the general partner of our advisor and UMTH LD. The initial Chairman of the Investment Committee is Hollis M. Greenlaw, our chairman and chief executive officer and president and chief executive officer of our asset manager, and the other members are Todd F. Etter, executive vice president of our asset manager and chairman of UMT Holdings, and Ben L. Wissink, chief operating officer of our asset manager. The affirmative vote of a majority of the Investment Committee will be required to recommend an investment to us.
 
We expect that the Investment Committee will meet no less frequently than twice a month, and that each meeting will be attended, in person or by telephone, by its members as well as by UMTH LD asset managers and financial analysts.
 
Asset Manager and Its Affiliates
 
We are managed by our board of trustees, which has appointed UMTH GS as our advisor. UMTH GS has engaged UMTH LD as our asset manager. Our asset manager has a fiduciary duty and responsibility to us and our shareholders. Each of the UMTH LD key personnel has extensive experience with financing single-family residential development assets with prior affiliated programs, which provides us with the unique knowledge, skill-set, relationships and existing infrastructure and policies and procedures we believe are necessary to identify potential loan and investment opportunities and to successfully make secured loans and other


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investments. Principals of our advisor and asset manager are also principals, employees, officers and equity holders of other entities that are engaged in real estate related activities, and these entities may also participate in the loans and investments we make. Our advisor also advises and operates United Mortgage Trust and UMT Holdings. UMT Holdings is the sole limited partner and 99.9% owner of both our advisor and asset manager.
 
Our real estate loan and investment model differs from traditional models primarily due to our “actively managed portfolio” approach. UMTH LD, as our asset manager, will identify and underwrite real estate professionals in each region or, in some cases, each sub-market in which we invest, and it will utilize these proprietary strategic partner relationships to actively manage each loan or investment. In some cases, this may involve developing relationships with strategic partners in correcting markets, who may be able to provide us with knowledge, a presence and access to investment opportunities. Given the current economic environment and capital constraints, this also may involve banks, insurance companies, institutional investors and other traditional lending institutions approaching us for assistance with troubled assets. Large institutional investors generally rely on investments meeting initial expectations and, when market conditions negatively impact the performance of their investments, find themselves in need of asset managers or, in some cases, must liquidate investments below their initial return expectations. The inability of some homebuilders and developers to obtain financing through traditional sources may cause homebuilders and developers to seek additional financing from entities with cash, which may include us. Therefore, we will look to purchase investments at a discount when such opportunities are presented. We believe that our strategic partner relationships will help us to identify such potentially beneficial investments.
 
Our loans and investments will be underwritten, in part, on the basis of an assessment by our asset manager of its ability to execute on possible alternative development and exit strategies in light of changing market conditions. We believe there is significant value added through the use of an actively managed portfolio investment model. We intend to manage our investment portfolio in the context of both the development lifecycle and changing market conditions in order to ensure that our assets continue to meet our investment objectives and underwriting criteria.
 
In managing and understanding the markets and submarkets in which we intend to make loans and investments, our asset manager will monitor the fundamentals of supply and demand. UMTH LD will monitor the economic fundamentals in each of the markets in which we make loans by analyzing demographics, household formation, population growth, job growth, migration, immigration and housing affordability. UMTH LD also will monitor movements in home prices and the presence of market disruption activity, such as investor or speculator activity that can create false demand and an oversupply of homes in a market. Further, it will study new home starts, new home closings, finished home inventories, finished lot inventories, existing home sales, existing home prices, foreclosures, absorption, prices with respect to new and existing home sales, finished lots and land, and the presence of sales incentives, discounts, or both, in a market.
 
Our asset manager will underwrite, structure and present to us information regarding land acquisition opportunities, land development opportunities, finished lot inventories, construction loans and direct investment opportunities in land to be developed into residential lots, new and model homes and finished lots, as well as joint venture opportunities with real estate developers and land bankers.
 
In underwriting and structuring a loan, investment or joint venture, our asset manager will generally engage in a four-part evaluation and oversight process consisting of:
 
  •  Economic Feasibility Study, or “EFS”;
 
  •  Engineering Due Diligence, or “EDD”;
 
  •  Exit Strategies Analysis, or “ESA”; and
 
  •  Transaction Execution Oversight, or “TEO.”
 
Our asset manager will apply separate EFS criteria for equity investments (including joint ventures) and for secured loans. Our asset manager will independently review lot, land and home acquisition and disposition assumptions, lot and land prices within the marketplace, lot, land and home demand within the marketplace and lot, land and home absorption within the marketplace.


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UMTH LD will also conduct the Investment Committee analysis and review prior to the recommendation by the Investment Committee of any loan or investment to us. Our asset manager will obtain the independent market studies for each market in which we invest.
 
Our asset manager will also conduct the ESA. This process includes review of lot purchase contracts, home sales data, evaluation of all market absorption data, current economic conditions, trends and projections in housing starts and risk analysis. Alternative buyers and uses for the lots are identified and various pricing models to facilitate sales in a soft market are evaluated. Our asset manager will be responsible for overseeing the execution of the transaction as presented to us, and, if necessary, the execution of alternative exit strategies as part of the ESA portion of the underwriting process.
 
Our asset manager will assign an individual asset manager to conduct the TEO. The TEO includes monitoring the performance of the project, including scheduled meetings with the borrower, joint venture partner or project manager to ensure the timely construction or development of the underlying asset, adherence to the pro-forma budget, proper application of all lender funds, receipt of all municipal inspections and approvals, sale of the asset and, if necessary, the execution of alternative exit strategies as part of the ESA portion of the underwriting process.
 
Our asset manager also will be responsible for applying our underwriting criteria to the loans and investments that are recommended for our origination, purchase or investment. In addition, our asset manager will be responsible for negotiating the terms of credit enhancements made or provided by us.
 
Furthermore, our asset manager will be responsible for structuring asset level debt for assets deemed suited for leverage, for the servicing of our loan portfolio, and for negotiating and structuring joint ventures or other co-ownership arrangements with third parties as well as affiliated entities for the purpose of diversifying our portfolio of assets.
 
Our asset manager also will manage the allocation of loans and investments by and between UDF I, UDF II, UDF III, UDF LOF and ourselves by reviewing the fund-specific investment objectives, risk profiles and targeted yields. Our asset manager will monitor the changing risk and yield profiles as assets are developed and mature and will manage allocation and change alignment with specific fund risk and yield objectives. Our asset manager also will manage the sale or refinancing of loans and investments by and between the United Development Funding programs as the yield and risk parameters change throughout the development process.
 
Our asset manager will manage the disposition of our loans and investments, determining when the assets reach optimum value during the expected life of the fund. Our asset manager’s recommendation as to when a particular investment should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, whether the value of the property or other investment is anticipated to decline substantially, whether we could apply the proceeds from the sale of the asset to make other investments consistent with our investment objectives, whether disposition of the asset would allow us to increase cash flow, and whether the sale of the asset would constitute a prohibited transaction under the Internal Revenue Code or otherwise impact our status as a REIT.
 
In addition, our asset manager will monitor bank ratings, earnings, capital ratios, liquidity and portfolio quality in selecting banks and other institutions into which we deposit funds. In some instances, we may require such institutions to enter into repurchase agreements to collateralize our deposits.
 
In connection with these services, our advisor will pay our asset manager an annual management fee equal to 0.75% of our “average invested assets.” “Average invested assets” for any period shall be the average of the aggregate book value of our assets invested, directly or indirectly, in equity interests in and loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves computed by taking the average of such values at the end of each month during such period. The management fee shall be calculated and paid monthly in arrears.
 
In addition, at the discretion of our advisor, our asset manager may receive all or a portion of acquisition and origination fees paid by borrowers or investment entities with respect to our investments. In no event will the total of all acquisition and origination fees and expenses with respect to a particular loan, property


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acquisition or equity investment, from any source, exceed 6% of the funds advanced under the loan or the contract purchase price of the property or equity investment. Also, at the discretion of our advisor, our asset manager may receive acquisition and origination fees and expenses upon the reinvestment of proceeds from capital transactions, such as the repayment of principal of a loan by a borrower, which shall not exceed 3% of the funds advanced under a new loan or the contract purchase price of the new property or equity investment. In all cases, acquisition and origination fees paid by us in respect of secured loans will not exceed 1% per annum when pro rated over the stated term of the respective loan.
 
The following key personnel hold the positions noted below with UMTH LD and its affiliates:
 
             
Name
 
Age*
 
Position(s)
 
Todd F. Etter
    59     Executive Vice President of UMTH LD, Director and Chairman of UMT Services, its general partner, and Chairman of UMT Holdings, the limited partner of UMTH LD
Hollis M. Greenlaw
    45     President and Chief Executive Officer of UMTH LD, President, Chief Executive Officer and Director of UMT Services, its general partner, and Vice Chairman and Chief Executive Officer of UMT Holdings, the limited partner of UMTH LD
Michael K. Wilson
    47     Executive Vice President and Director of UMT Services, the general partner of UMTH LD, and President of UMT Holdings, the limited partner of UMTH LD
Ben L. Wissink
    28     Chief Operating Officer of UMTH LD and UMT Services, its general partner
David Hanson
    46     Chief Operating Officer and Chief Accounting Officer of UMT Holdings, the limited partner of UMTH LD, President of UMTH GS, and Chief Financial Officer of UMT Services, the general partner of UMTH LD
Cara D. Obert
    40     Chief Financial Officer of UMTH LD
 
 
* As of November 12, 2009
 
Mr. Etter and Mr. Greenlaw are founders, directors, officers and shareholders of UMT Services and limited partners of UMT Holdings and were the founders of UDF I. Mr. Etter, Mr. Greenlaw, Mr. Wilson, Mr. Wissink and Ms. Obert are partners of UMT Holdings. Mr. Etter and Mr. Greenlaw are shareholders of the general partner of UDF I and are also shareholders and officers of the general partner of UDF II and officers of the general partner of UDF III. Ms. Obert and Mr. Wissink are officers of the general partner of UDF I, officers of the general partner of UDF II, officers of the general partner of UDF III and are officers of UMT Services.
 
For more information regarding the background and experience of Mr. Greenlaw, Mr. Hanson and Ms. Obert, see “— Executive Officers and Trustees,” above.
 
Theodore “Todd” F. Etter, Jr.  Mr. Etter serves as the Executive Vice President of UMTH LD and has served as a director, partner and Chairman of UMT Services, the general partner of UMT Holdings and UMTH LD, since March 2003. UMT Holdings originates, purchases, sells and services interim loans for the purchase and renovation of single-family homes and land development loans through its subsidiaries UMTH Lending Company, L.P. and UMTH LD, and it provides real estate-related corporate finance services through its subsidiaries. UMTH GS, a subsidiary of UMT Holdings, has served as the advisor to United Mortgage Trust since August 1, 2006. Mr. Etter serves as Chairman of the general partner of UDF I and UDF II and Executive Vice President of the general partner of UDF III, each of which are limited partnerships formed to originate, purchase, sell and service land development loans and/or equity participations. Since 2000, Mr. Etter has been the Chairman of UMT Advisors, Inc., which served as the advisor to United Mortgage Trust from 2000 through July 31, 2006, and since 1996, he has been Chairman of Mortgage Trust Advisors, Inc., which served as the advisor to United Mortgage Trust from 1996 to 2000. Subsequent to the completion of the terms of their


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advisory agreements with United Mortgage Trust, neither UMT Advisors, Inc. nor Mortgage Trust Advisors, Inc. has been engaged in providing advisory services. Mr. Etter has overseen the growth of United Mortgage Trust from its inception in 1997 to over $150 million in capital. Since 1998, Mr. Etter has been a 50% owner of and has served as a director of Capital Reserve Corp. Since 2002, he has served as an owner and director of Ready America Funding Corp. Both Capital Reserve Corp. and Ready America Funding Corp. are Texas corporations that originate, sell and service mortgage loans for the purchase, renovation and construction of single-family homes. In 1992, Mr. Etter formed, and since that date has served as President of, South Central Mortgage, Inc. (“SCMI”), a Dallas, Texas-based mortgage banking firm. In July 2003, Mr. Etter consolidated his business interests in Capital Reserve Corp., Ready America Funding Corp. and SCMI into UMT Holdings. From 1980 through 1987, Mr. Etter served as a Principal of South Central Securities, an NASD member firm. In 1985, he formed South Central Financial Group, Inc., a Dallas, Texas-based investment banking firm, and he continues to serve as its President; however, since 1992, South Central Financial Group, Inc. has not actively engaged in investment banking activities. From 1974 through 1981, he was Vice President of Crawford, Etter and Associates, a residential development, marketing, finance and construction company. Since February 2004, Mr. Etter has served as an Advisory Director of American Bank of Commerce, Plano, Texas. Mr. Etter received a Bachelor of Arts degree from Michigan State University in 1972.
 
Michael K. Wilson.  Mr. Wilson has served as Executive Vice President and a director of UMT Services since August 2005, President of UMT Holdings since June 2009, and has been a partner of UMT Holdings since January 2007. Mr. Wilson is currently responsible for Sales, Marketing and Investor Relations for UMT Holdings, and from August 2005 through June 2008 directed the capital raise of over approximately $200 million in United Development Funding securities through independent FINRA-member broker-dealers. From January 2004 through July 2005, Mr. Wilson served as Senior Vice President of Marketing for UMT Holdings. From January 2003 through January 2004, Mr. Wilson served as Senior Vice President of Operations of Interelate, Inc., a marketing services business process outsourcing firm. From September 2001 to December 2002, Mr. Wilson was the sole principal of Applied Focus, LLC, an independent management consulting company that provided management consulting services to executives of private technology companies. Mr. Wilson continues to serve as a consultant for Applied Focus, LLC. From April 1998 to September 2001, Mr. Wilson served as Senior Director and Vice President of Matchlogic, the online database marketing division of Excite@Home, where he directed outsourced ad management and database marketing services for Global 500 clients including General Motors and Procter & Gamble. From July 1985 to April 1998, Mr. Wilson was employed with Electronic Data Systems in Detroit, Michigan where he led several multi-million dollar IT services engagements in the automotive industry, including GM OnStar. Mr. Wilson graduated from Oakland University in 1985 with a Bachelor of Science degree in Management Information Systems and earned a Master of Business Administration degree from Wayne State University in 1992.
 
Ben L. Wissink.  Mr. Wissink joined UMTH LD as an Asset Manager in September 2005, subsequently became the Chief Operating Officer in March 2007 and has been a partner of UMT Holdings since September 2008. Mr. Wissink is also the Chief Operating Officer of UMT Services. Mr. Wissink directs the management of over approximately $126 million in loans and investments for UDF I and UDF II, and over $105 million in loans for UDF III. From June 2003 through August 2005, Mr. Wissink served as the Controller for the Dallas/Fort Worth land division for the national homebuilding company, Lennar Corporation. During that time, Mr. Wissink also served as an analyst for the Texas region. While at Lennar, Mr. Wissink assisted in the underwriting, execution and management of off-balance sheet transactions, including two acquisition and development funds between Lennar Corporation and UDF I. Mr. Wissink graduated from the University of Iowa in 2003 with a Bachelor of Business Administration degree in finance.
 
Guaranty of Loan to Our Asset Manager
 
In connection with the funding of some of our organization costs, on June 26, 2009, our asset manager received a $6,300,000 line of credit from Community Trust Bank of Texas. As a condition to such line of credit, we have guarantied our asset manager’s obligations to Community Trust Bank of Texas under the line of credit in an amount equal to the amount of our organization costs funded by our asset manager. This guaranty includes a pledge of our assets to Community Trust Bank of Texas. However, the amount of our


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guaranty is reduced to the extent we reimburse our asset manager for any of our organization costs it has funded, and our guaranty is subject to the overall limit on our reimbursement of organization and offering expenses, which is set at 3% of our gross offering proceeds.
 
Shareholdings
 
In connection with our formation, UMT Holdings, the parent of our advisor, acquired 1,000 of our common shares of beneficial interest, which represents all of our outstanding shares, for an aggregate purchase price of $200,000. Effective as of August 1, 2008, we effected a 10-for-1 split of our common shares, whereby every common share was converted and reclassified into ten common shares, resulting in UMT Holdings holding 10,000 of our common shares of beneficial interest as of August 1, 2008. UMT Holdings also owns nine partnership units of UDF IV OP, our operating partnership, for which it has contributed $0.90 and which constitutes 0.001% of the partner units outstanding as of the date of this prospectus. We are the sole general partner and owner of a 99.999% partnership interest in UDF IV OP. UMT Holdings may not sell any of these securities during the period UMTH GS serves as our advisor, except for transfer of such securities to their affiliates. In addition, any resale of these securities and the resale of any such securities that may be acquired by our affiliates are subject to the provisions of Rule 144 promulgated under the Securities Act, which rule limits the number of shares that may be sold at any one time and the manner of such resale. Although UMT Holdings and its affiliates are not prohibited from acquiring additional shares, they have no options or warrants to acquire any additional shares and have no current plans to acquire additional shares. UMT Holdings has agreed to abstain from voting any shares it now owns or hereafter acquires in any vote for the election of trustees subsequent to the initial acceptance of subscriptions for the purchase of shares in this offering or any vote regarding the approval or termination of any contract or transaction with our advisor or any of its affiliates. For a more general discussion of UDF IV OP, see the section of this prospectus captioned “The Operating Partnership Agreement.”


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COMPENSATION
 
We have no paid employees. UMTH GS, our advisor, and certain of its affiliates manage our day-to-day operations. The following table summarizes all of the compensation and fees, including reimbursement of expenses, we will pay to our advisor and its affiliates, and to our unaffiliated dealer manager and soliciting dealers, during the various phases of our organization and operation, and amounts we will pay to our independent trustees. Selling commissions and dealer manager fees may vary for different categories of purchasers as described in the “Plan of Distribution” section of this prospectus. This table assumes that all shares are sold through distribution channels associated with the highest possible selling commissions and dealer manager fees.
 
                         
                        Estimated Dollar
                  Estimated Dollar
    Amount for Maximum
            Estimated Dollar
    Amount for
    Distribution
            Amount for
    Maximum
    Reinvestment Plan
            Minimum Offering
    Primary Offering
    Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (25,000,000 shares)(1)     (10,000,000 shares)(1)
Organizational and Offering Stage
 
Selling Commissions (paid to Realty Capital Securities)
    6.5% of gross offering proceeds, subject to the volume discounts and other special circumstances described in the “Plan of Distribution” section of this prospectus. The dealer manager will reallow all selling commissions earned to soliciting dealers. No selling commissions will be paid for shares issued pursuant to our distribution reinvestment plan.     $65,000     $32,500,000     $0
 
Dealer Manager Fees (paid to Realty Capital Securities)
    3.5% of gross offering proceeds before any reallowance to soliciting dealers, subject to the circumstances described in the “Plan of Distribution” section of this prospectus. The dealer manager may reallow all or a portion of its dealer manager fee to soliciting dealers. No dealer manager fee will be paid for shares issued pursuant to our distribution reinvestment plan.     $35,000     $17,500,000     $0
 
Organization and Offering Expenses (paid to our advisor)
    3% of gross offering proceeds (except that no organization and offering expenses will be reimbursed with respect to sales under our distribution reinvestment plan).     $30,000     $15,000,000     $0
 
 


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                  Estimated Dollar
            Estimated Dollar
    Amount for
            Amount for
    Maximum
            Minimum Offering
    Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (35,000,000 shares)(1)
Operational Stage
                   
Acquisition and Origination Fees and Expenses (paid to our advisor or affiliates of our advisor)(2)
    3% of net amount available for investment in secured loans and other real estate assets (after payment of selling commissions, dealer manager fees and organization and offering expenses).     $25,340     $18,495,146
 
Advisory Fees (paid to our advisor)(3)
    2% per annum of our average invested assets, including secured loan assets. The fee will be payable monthly in an amount equal to one-twelfth of 2% of our average invested assets, including secured loan assets, as of the last day of the immediately preceding month.     $16,893(4)     $12,330,097(4)
 
Debt Financing Fees (paid to our advisor)(2)
    1% of the amount made available to us pursuant to the origination of any line of credit or other debt financing, provided our advisor has provided a substantial amount of services as determined by the independent trustees. On each anniversary date of the origination of any such line of credit or other debt financing, an additional fee of 0.25% of the primary loan amount will be paid if such line of credit or other debt financing continues to be outstanding on such date, or a pro rated portion of such additional fee will be paid for the portion of such year that the financing was outstanding.     $8,447, plus
$2,112
annually(5)
    $6,165,049, plus
$1,541,262
annually(5)
 
Other Operating Expenses (reimbursed to our advisor)(6)
    We will reimburse the expenses incurred by our advisor in connection with its provision of services to us, including our allocable share of the advisor’s overhead, such as rent, personnel costs, utilities and IT costs. We will not reimburse for personnel costs in connection with services for which our advisor or its affiliates receive fees pursuant to our advisory agreement.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.
                   

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                  Estimated Dollar
            Estimated Dollar
    Amount for
            Amount for
    Maximum
            Minimum Offering
    Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (35,000,000 shares)(1)
Subordinated Incentive Fee (paid to our advisor)(7)(8)
    15% of the amount by which our net income for the immediately preceding year exceeds a 10% per annum return on aggregate capital contributions, as adjusted to reflect prior cash distributions to shareholders which constitute a return of capital. The fee will be paid annually and upon termination of the advisory agreement. If the fee is being paid upon termination of the advisory agreement, then such fee will be appropriately pro rated for a partial year and calculated based upon our net income and aggregate capital contributions for such partial year.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.
 
Disposition/Liquidation Stage
                   
Securitized Loan Pool Placement Fees (paid to our advisor)(9)(10)
    From time to time, subject to terms and conditions approved by a majority of the independent trustees, the advisor, or its affiliates, we may structure the sale of our loans in securitized loan pools. Upon successful placement of the securitized loan pool interests, an affiliate of our advisor will be paid a fee equal to 2% of the net proceeds realized by us, provided our advisor or an affiliate of our advisor has provided a substantial amount of services as determined by the independent trustees.     Actual amounts are dependent upon net proceeds realized from placement of loan pools and therefore cannot be determined at the present time.     Actual amounts are dependent upon net proceeds realized from placement of loan pools and therefore cannot be determined at the present time.
                   

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                  Estimated Dollar
            Estimated Dollar
    Amount for
            Amount for
    Maximum
            Minimum Offering
    Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (35,000,000 shares)(1)
Disposition Fees (paid to our advisor or its affiliates)(8)(9)(10)
    For substantial assistance in connection with the sale of properties, the lesser of one-half of the reasonable and customary real estate or brokerage commission or 2% of the contract sales price of each property sold; provided, however, that in no event may the disposition fees paid to our advisor, its affiliates and unaffiliated third parties exceed 6% of the contract sales price. Our independent trustees will determine whether the advisor or its affiliate has provided substantial assistance to us in connection with the sale of a property. Substantial assistance in connection with the sale of a property includes the advisor’s preparation of an investment package for the property (including a new investment analysis, rent rolls, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or such other substantial services performed by the advisor in connection with a sale.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.     Actual amounts are dependent upon results of operations and therefore cannot be determined at the present time.
 
Subordinated Incentive Listing Fee (paid to our advisor)(8)(11)
    Upon listing our common shares on a national securities exchange, our advisor will be entitled to a fee equal to 15% of the amount, if any, by which (1) the market value of our outstanding shares plus distributions paid by us prior to listing, exceeds (2) the sum of the total amount of capital raised from investors and the amount of cash flow necessary to generate a 10% annual cumulative, non-compounded return to investors.     Actual amounts are dependent upon the market value of our outstanding shares at a later date and therefore cannot be determined at the present time.     Actual amounts are dependent upon the market value of our outstanding shares at a later date and therefore cannot be determined at the present time.
 
 
(1) The estimated maximum dollar amounts are based on the sale to the public of a maximum of 25,000,000 shares at $20 per share and 10,000,000 shares under our distribution reinvestment plan at $20 per share.
 
(2) From time to time, our advisor may direct us to pay all or a portion of the acquisition and origination fees and expenses directly to UMTH LD, our asset manager. Our advisor (or our asset manager, as the case may be) may also receive acquisition and origination fees paid by borrowers or investment entities. In no event will the total of all acquisition and origination fees and expenses, including debt financing fees, with respect to a particular loan, property acquisition or equity investment, from any source, exceed 6% of the funds advanced under the loan or the contract purchase price of the property or equity investment. Also, we may pay our advisor (or our asset manager, as the case may be) acquisition and origination fees and expenses upon the reinvestment of proceeds from capital transactions, such as the

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repayment of principal of a loan by a borrower, which shall not exceed 3% of the funds advanced under a new loan or the contract purchase price of the new property or equity investment. In all cases, acquisition and origination fees paid by us in respect of secured loans will not exceed 1% per annum when pro rated over the stated term of the respective loan.
 
Our board of trustees has adopted a policy that will limit our fund level borrowing to no more than 50% of the aggregate fair market value of our assets, unless substantial justification exists that borrowing a greater amount is in our best interests as determined by our board of trustees, including a majority of our independent trustees. However, this policy does not apply to individual investments and only will apply once we have ceased raising capital under this or any subsequent offering and invested a majority of the net proceeds from such offerings. For illustrative purposes, assuming we sell the maximum total offering, we use 50% fund level leverage, the value of our assets is equal to the original principal amounts of our loans and/or the contract purchase price of our other real estate assets, and we do not reinvest the proceeds of any loan repayments or other capital transactions, we would invest approximately $1,233,009,708 using approximately $616,504,854 of indebtedness. In such case, acquisition and origination expenses and fees would be approximately $36,990,291. We note that, under our declaration of trust, the maximum amount of indebtedness is generally limited to 300% of our net assets (75% of the aggregate fair market value of our assets) as of the date of any borrowing. Although we do not intend to incur this level of indebtedness, as evidenced by our board of trustees’ policy stated above, if we incurred this level of indebtedness and sold the maximum total offering, we would invest approximately $2,466,019,416 using approximately $1,849,514,562 of indebtedness, and our acquisition and origination expenses and fees would be approximately $73,980,582.
 
(3) “Average invested assets” for any period will be the average of the aggregate book value of our assets invested, directly or indirectly, in equity interests in and loans secured by real estate, before reserves for depreciation or bad debts or other similar non-cash reserves computed by taking the average of such values at the end of each month during such period. During such periods in which we are obtaining regular independent valuations of the current value of our net assets for purposes of enabling fiduciaries of employee benefit plan shareholders to comply with applicable Department of Labor reporting requirements, aggregate assets value will be the greater of (a) the amount determined pursuant to the foregoing or (b) our assets’ aggregate valuation established by the most recent such valuation report without reduction for depreciation, bad debts or other similar non-cash reserves and without reduction for any debt secured by or relating to such assets. Our advisor will be obligated to pay all expenses incurred by our advisor in connection with the services it provides, directly or indirectly, to us, including but not limited to asset management fees paid to UMTH LD.
 
(4) These amounts are estimates based on our estimated use of proceeds and assume that no borrowings are used to make or invest in loans or to acquire other real estate assets. The actual amounts of the advisory fees to be paid to our advisor are dependant upon our average invested assets and the amount of leverage we use to make investments. For illustrative purposes, assuming we use 50% fund level leverage, the value of our assets is equal to the original principal amounts of our loans and/or the contract purchase price of our other real estate assets, and we do not reinvest the proceeds of any loan repayments or other capital transactions, advisory fees would be approximately $33,786 if we sell the minimum offering amount and $24,660,194 if we sell the maximum total offering. Although we do not intend to incur the 300% level of indebtedness permitted by our declaration of trust (75% of the aggregate fair market value of our assets), as evidenced by our board of trustees’ policy to limit our fund level borrowing to no more than 50% of the aggregate fair market value of our assets, if we incurred indebtedness at the 300% level, advisory fees would be approximately $67,572 if we sell the minimum offering amount and $49,320,388 if we sell the maximum total offering.
 
(5) These amounts are estimates based on our estimated use of proceeds and our use of 50% fund level leverage. The actual amounts of the debt financing fees are dependant upon amounts available under lines of credit or other debt financing. Although we do not intend to incur the 300% level of indebtedness permitted by our declaration of trust (75% of the aggregate fair market value of our assets), as evidenced by our board of trustees’ policy to limit our fund level borrowing to no more than 50% of the aggregate fair market value of our assets, if we incurred indebtedness at the 300% level, debt


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financing fees would be approximately $25,341, plus $6,336 annually, if we sell the minimum offering amount and $18,495,147, plus $4,623,786 annually, if we sell the maximum total offering.
 
(6) In the event that “total operating expenses” in any fiscal year exceed the greater of 2% of our average invested assets (as defined in footnote 3 above) or 25% of our net income (as defined in footnote 7 below but excluding any gain from the sale of assets), and our independent trustees do not determine such excess expenses are justified, our advisor shall reimburse us the amount by which the aggregate annual expenses exceed the limitations. We may reimburse our advisor for operating expenses in excess of that limit in the event that a majority of our independent trustees determine, based on unusual and non-recurring factors, that a higher level of expense is justified for that year. In such an event, we will send notice to each of our shareholders within 60 days after the end of the fiscal quarter for which such determination was made, along with an explanation of the factors our independent trustees considered in making such determination.
 
Total operating expenses are defined as aggregate expenses of every character paid or incurred by the REIT as determined under GAAP that are related to our operation, including advisory fees, but excluding:
 
  (a)  the expenses of raising capital such as organization and offering expenses, bona fide due diligence expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other such expenses, and tax incurred in connection with the issuance, distribution, transfer, registration, and stock exchange listing of our shares;
 
  (b)  interest payments;
 
  (c)  taxes;
 
  (d)  non-cash expenditures such as depreciation, amortization and bad debt reserves;
 
  (e)  reasonable incentive fees based on the gain realized upon the sale of our assets; and
 
  (f)  acquisition and origination fees and expenses, debt financing fees, disposition fees on the resale of property, securitized loan pool placement fees and other expenses connected with the acquisition, disposition, and ownership of real estate interests, loans or other property (such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair, and improvement of property).
 
(7) “Net income” is calculated as total revenue for the applicable period, less the expenses applicable to such period other than additions to reserves for depreciation or bad debts or other similar non-cash reserves and exclude gain from sale of our assets.
 
(8) The subordinated incentive fee, the disposition fee and the subordinated incentive listing fee, as the case may be, likely will be paid in the form of an interest bearing promissory note, although we may pay this fee with cash or common shares, or any combination of the foregoing. In addition, at our discretion, we may pay all or a portion of such promissory note with our common shares of beneficial interest. If shares are used for payment, we do not anticipate that they will be registered under the Securities Act and, therefore, will be subject to restrictions on transferability. In no event will the amount paid to our advisor under the promissory note or notes, if any, including interest thereon, exceed the amount considered presumptively reasonable by the NASAA REIT Guidelines.
 
(9) Although we are most likely to pay the securitized loan pool placement fees and/or the disposition fees to our advisor or an affiliate of our advisor in the event of our liquidation, these fees also may be earned during our operational stage.
 
(10) Our declaration of trust provides that in no event shall the disposition fees payable by us to our advisor and its affiliates exceed 3% of the contract sales price.
 
(11) If at any time our shares become listed on a national securities exchange, we will negotiate in good faith with our advisor a fee structure appropriate for an entity with a perpetual life or seek to internalize the advisory functions performed by our advisor. Our independent trustees will be required to approve any new fee structure negotiated with our advisor. The market value of our outstanding shares will be calculated based on the average market value of the shares issued and outstanding at listing over the 30 trading days beginning 180 days after the shares are first listed.


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We will reimburse the dealer manager and soliciting dealers for their bona fide, separately and specifically invoiced due diligence expenses. The amount of such reimbursements cannot be determined at this time; however, in no event will the sum of all underwriting compensation (which includes selling commissions and dealer manager fees) paid in connection with this offering from any source whatsoever, plus all other organization and offering expenses paid by us with proceeds of this offering, exceed 15% of our gross offering proceeds.
 
At least a majority of our independent trustees must determine, from time to time but at least annually, that our total fees and expenses are reasonable in light of our investment performance, net assets, net income and the fees and expenses of other comparable unaffiliated REITs. Each such determination will be reflected in the minutes of our board of trustees. Our independent trustees shall also supervise the performance of our advisor and the compensation that we pay to it to determine that the provisions of our advisory agreement are being carried out. Each such determination will be recorded in the minutes of our board of trustees and based on the factors set forth below and other factors that the independent trustees deem relevant:
 
  •  the size of the advisory fee in relation to the size, composition and profitability of our portfolio;
 
  •  the success of our advisor in generating opportunities that meet our investment objectives;
 
  •  the rates charged to other REITs, especially similarly structured REITs, and to investors other than REITs by advisors performing similar services;
 
  •  additional revenues realized by our advisors through its relationship with us;
 
  •  the quality and extent of service and advice furnished by our advisor;
 
  •  the performance of our investment portfolio, including income, delinquency rates, frequency of problem investments and competence in dealing with distress situations; and
 
  •  the quality of our portfolio in relationship to the investments generated by our advisor for the account of other clients.
 
Since our advisor and its affiliates are entitled to differing levels of compensation for undertaking different transactions on our behalf, our advisor has the ability to affect the nature of the compensation it receives by undertaking different transactions. However, our advisor is obligated to exercise good faith and integrity in all its dealings with respect to our affairs pursuant to the advisory agreement. See the “Management — The Advisory Agreement” section of this prospectus.


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We will pay each of our independent trustees an annual retainer, fees for each meeting he attends and reimbursement of expenses incurred in connection with his attendance at a board meeting. We do not intend to directly compensate our executive officers who also are trustees for their services as trustees of the company.
 
                   
            Estimated Dollar
    Estimated Dollar
            Amount for
    Amount for
            Minimum Offering
    Maximum Offering
Type of Compensation     Form of Compensation     (50,000 shares)     (35,000,000 shares)(1)
Independent Trustee Compensation (paid to our independent trustees)
    An annual retainer of $25,000 per year. We also will pay our independent trustees for attending meetings as follows: (i) $2,000 for each board or committee meeting attended in person (the chairman of the audit committee shall receive $3,000 for each audit committee meeting attended in person) and (ii) $250 for each board or committee meeting attended by telephone. In the event that there are multiple meetings in one day, the fees will be limited to $2,000 per day ($3,000 per day payable to the chairman of the audit committee if one of the meetings is of the audit committee). All trustees will receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of the board of trustees.     Actual amounts are dependent upon the total number of board and committee meetings each independent trustee attends and therefore cannot be determined at the present time.     Actual amounts are dependent upon the total number of board and committee meetings each independent trustee attends and therefore cannot be determined at the present time.
 


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SECURITY OWNERSHIP
 
The following table shows, as of November 12, 2009, the amount of our common shares beneficially owned by (1) any person who is known by us to be the beneficial owner of more than 5% of our outstanding shares, (2) members of our board of trustees and proposed trustees, (3) our executive officers, and (4) all of our trustees and executive officers as a group. The address for each of the persons named in the following table is The United Development Funding Building, Suite 100, 1301 Municipal Way, Grapevine, Texas 76051.
 
                 
    Common Shares of Beneficial
    Interest
    Beneficially Owned(1)
    Number of
  Percentage of
Name of Beneficial Owner
  Common Shares   Class
 
UMT Holdings, L.P. 
    10,000       100 %
Hollis M. Greenlaw
           
Phillip K. Marshall
           
Scot W. O’Brien
           
J. Heath Malone
           
Steven J. Finkle
           
David A. Hanson
           
Cara D. Obert
           
All trustees and executive officers as a group
           
 
 
(1) Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities issuable pursuant to options, warrants and similar rights held by the respective person or group that may be exercised within 60 days following November 12, 2009. Except as otherwise indicated by footnote, and subject to community property laws where applicable, the persons named in the table above have sole voting and investment power with respect to all common shares of beneficial interest shown as beneficially owned by them.


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CONFLICTS OF INTEREST
 
We are subject to various conflicts of interest arising out of our relationship with UMTH GS, our advisor, and its affiliates, including conflicts related to the arrangements pursuant to which we will compensate UMTH GS and its affiliates. Our agreements and compensation arrangements with our advisor and its affiliates will not be determined by arm’s-length negotiations. See the “Compensation” section of this prospectus. Some of the potential conflicts of interest in our transactions with our advisor and its affiliates, and certain conflict resolution procedures set forth in our declaration of trust, are described below.
 
Our officers and affiliates of our advisor will try to balance our interests with the interests of other United Development Funding-sponsored programs to whom they owe duties. However, to the extent that these persons take actions that are more favorable to other entities than to us, these actions could have a negative impact on our financial performance and, consequently, on distributions to you and the value of our shares. In addition, our trustees, officers and certain of our shareholders may engage for their own account in business activities of the types conducted or to be conducted by our subsidiaries and us. For a description of some of the risks related to these conflicts of interest, see the “Risk Factors — Risks Related to Conflicts of Interest” section of this prospectus.
 
Our independent trustees have an obligation to function on our behalf in all situations in which a conflict of interest may arise, and all of our trustees have a fiduciary obligation to act on behalf of our shareholders.
 
Interests in Other Real Estate Programs
 
Our advisor and its affiliates acts as advisors, asset managers or general partners of other United Development Funding-sponsored programs, including partnerships and public REITs that have investment objectives similar to ours, and we expect that they will organize other such programs in the future. These persons have legal and financial obligations with respect to these programs that are similar to their obligations to us. As general partners, they may have contingent liability for the obligations of programs structured as partnerships, which, if such obligations were enforced against them, could result in a substantial reduction of their net worth.
 
The eight partners of UMT Holdings, the parent company of our advisor, and UMTH GS have served as sponsors, officers, trustees or advisors to one or more of the five prior real estate programs sponsored by our advisor or its affiliates over the last twelve years, including two public real estate programs (United Mortgage Trust and UDF III). The initial public offering of United Mortgage Trust’s shares of beneficial interest commenced in March 1997 and was succeeded by a secondary offering in June 2001. At the close of the secondary public offering on October 15, 2003, United Mortgage Trust had raised gross offering proceeds of approximately $148.9 million from the issuance of 7,501,037 shares of beneficial interest to 3,431 investors. The initial public offering of UDF III’s units of limited partnership interest commenced in May 2006 and is currently ongoing. The current registration statement of UDF III is for the offer and sale to the public of up to 12,500,000 units of limited partnership interest at a price of $20.00 per unit, plus an additional 5,000,000 units at $20.00 per units pursuant to the distribution reinvestment plan of UDF III. As described in the “Prior Performance Summary,” our advisor and its affiliates also have sponsored and continue to sponsor privately offered real estate programs that have investment objectives similar to ours, and which are still operating and may make additional real estate investments in the future. Our advisor, its affiliates and affiliates of our executive officers are not obligated to present to us any particular investment opportunity that comes to their attention, even if such opportunity is of a character that might be suitable for investment by us. Our executive officers and our advisor and its affiliates will experience conflicts of interest as they simultaneously perform services for us and other United Development Funding-sponsored programs.
 
In the event that we, or any other United Development Funding-sponsored program or other entity formed or managed by our advisor or its affiliates, are in the market for investments similar to those we intend to make, the Investment Committee will review the investment portfolio of each such affiliated entity and make a recommendation to our advisor as to which United Development Funding-program will make or invest in such secured loans or other investments. Our advisor will review the investment opportunity and will determine whether to recommend the opportunity to our board of trustees, which ultimately will approve or disapprove the transaction. See “— Certain Conflict Resolution Procedures.”


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Our advisor or its affiliates may acquire, for their own account or for private placement, properties and other investments that they deem are not suitable for purchase by us, whether because of the greater degree of risk, the complexity of structuring inherent in such transactions, financing considerations or for other reasons, including properties and investments with potential for attractive investment returns. For more information with respect to allocation of investment opportunities, see “— Certain Conflict Resolution Procedures.”
 
Every transaction that we enter into with our advisor or its affiliates is subject to an inherent conflict of interest. Our board of trustees may encounter conflicts of interest in enforcing our rights against any affiliate in the event of a default by or disagreement with an affiliate or in invoking powers, rights or options pursuant to any agreement between us and our advisor, any of its affiliates or another United Development Funding-sponsored real estate program.
 
Other Activities of Our Advisor and Its Affiliates
 
We rely on our advisor for the day-to-day operation of our business. As a result of the interests of members of its management in other United Development Funding-sponsored programs and the fact that they also are engaged, and will continue to engage, in other business activities, our advisor and its officers, key persons and respective affiliates have conflicts of interest in allocating their time between us and other United Development Funding-sponsored programs and other activities in which they are involved. However, our advisor believes that it and its affiliates have sufficient personnel to discharge fully their responsibilities to all of the United Development Funding-sponsored programs and other ventures in which they are involved.
 
In addition, each of our executive officers also serves as an officer of our advisor, our asset manager and/or other affiliated entities. As a result, these individuals owe fiduciary duties to these other entities, which may conflict with the fiduciary duties that they owe to us and our shareholders.
 
We may purchase real estate or other real estate-related investments from affiliates of our advisor. The prices we pay to affiliates of our advisor for these assets will not be the subject of arm’s-length negotiations, which could mean that the acquisitions may be on terms less favorable to us than those negotiated with unaffiliated parties. However, our declaration of trust provides that the purchase price of any asset acquired from an affiliate may not exceed its fair market value as determined by an independent expert selected by a majority of our independent trustees. In addition, the price must be approved by a majority of our trustees who have no financial interest in the transaction, including a majority of our independent trustees, as being fair and reasonable to us and at a price to us no greater than the cost of the asset to our advisor or its affiliate; provided however, that if the price to us exceeds the cost paid by our advisor or its affiliate, our board of trustees must determine that there is substantial justification for the excess cost and such excess cost is reasonable before we may purchase the real estate or other real estate-related investment.
 
Competition in Making Secured Loans and Acquiring and Reselling of Properties
 
There is a risk that a potential investment would be suitable for one or more United Development Funding-sponsored programs, in which case the officers of our advisor and our asset manager will have a conflict of interest allocating the investment opportunity to us or another program. There is a risk that our advisor will choose for us an investment opportunity that provides lower returns than an investment opportunity of another United Development-sponsored program. In the event that these conflicts arise, our best interests may not be met when persons acting on our behalf and on behalf of other United Development Funding-sponsored programs decide whether to allocate any particular investment opportunity to us or to another United Development Funding-sponsored program.
 
Currently, all United Development Funding-sponsored programs make loans and/or acquire properties in substantially the same geographic areas. Conflicts of interest will exist to the extent that we make loans in respect of, or investments in properties, in the same geographic areas as other United Development Funding-sponsored programs. In such a case, a conflict could arise in the event that we and another United Development Funding-sponsored program were to compete for the same investment or lending opportunities or the same properties, or a conflict could arise in connection with the resale of properties in the event that we and another United Development Funding-sponsored program were to attempt to sell similar properties at the same time. Our advisor will seek to reduce conflicts that may arise with respect to properties available for sale


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by making prospective purchasers aware of all such properties. However, these conflicts cannot be fully avoided in that there may be established differing terms for resales of the various properties.
 
Co-investments and Joint Ventures with Affiliates of UMTH GS
 
We are likely to participate as co-investors in certain loans and other real estate investments along with UDF I, UDF II, UDF III, UDF LOF or other affiliates of our advisor (as well as other parties) for the funding or acquisition of secured loans, real estate properties or entities that make or invest in secured loans. See the “Investment Objectives and Criteria — Co-Investment” section of this prospectus. Our advisor and its affiliates may have conflicts of interest in determining which affiliated program should enter into any particular co-investment agreement. We believe that we will be able to invest in a more diversified portfolio of loans and benefit from integrated exit strategies if we are able to hold loans jointly with our affiliates. We also believe our participation with other United Development Funding programs provides us the opportunity to participate in selected loans and investments we would not be able to access without the participation of the other United Development Funding programs. UDF I, UDF II, UDF III and UDF LOF have varying investment objectives, risk profiles and targeted yields. Changing risk and yield profiles during the development lifecycle cause assets to change alignment with the risk and yield objectives of the investor over time. To manage this, our asset manager may recommend that certain investments be sold or refinanced by and between various United Development Funding programs as the yield and risk parameters change throughout the development process. We intend to enter into a participation agreement with UDF I, UDF II, UDF III, UDF LOF and UMTH LD pursuant to which we will invest in the same loans and transactions as UDF I, UDF II, UDF III and UDF LOF on a pro rata basis based on the amount of capital held by each entity that is available for investment. However, circumstances may arise, due to availability of capital or other reasons, when it is not possible for us to make an investment on such pro rata basis. In the event that we do co-invest in a loan with an affiliate of our advisor, we expect to also enter into an inter-creditor agreement that will define our rights and priority with respect to the underlying collateral. Our advisor will face conflicts of interests with respect to any such agreement among creditors. Mor