Rev. Rul. 70-569

Under a declaration of trust the trustees are given very broad management powers over the assets and affairs of a real estate investment trust, limited by certain rights which are expressly given to the shareholders as follows:

(1) to approve or refuse an increase in the rate of compensation of the trust adviser; and

(2) to approve or refuse a merger of the real estate investment trust into, or the sale, conveyance or transfer of substantially all of the trust property to, another organization.

Section 856(a)(1) of the Internal Revenue Code of 1954 states that the term "real estate investment trust" means an unincorporated trust or an unincorporated association that, among other things, is managed by one or more trustees.

Held, in the instant case the right of shareholders to pass on proposed increases in the rate of compensation of the trust adviser, and the right of shareholders to pass on the merger, sale, or other reorganization of the real estate investment trust does not violate the requirement of section 856(a)(1) of the Code that the real estate investment trust be managed by one or more trustees.