Code of conduct for REITs: duty to act in unit-holders' interest with disclosure, fair fees and fiduciary investment duties. The Schedule sets a Code of Conduct requiring REIT and its parties to act in the interest of unit-holders, provide timely and accurate disclosure to unit-holders, exchanges and the Board, avoid and disclose conflicts of interest, charge fair and reasonable fees, and require the manager to invest in accordance with the offer document solely for unit-holders' benefit. It prohibits unethical marketing, imposes duties of integrity, care, diligence and independent judgment, forbids exaggerated claims about qualifications, and affirms liability for acts of commission or omission despite contractual terms.