AMENDED SCHEDULE A TO INVESTMENT ADVISORY AGREEMENT DATED MAY 1, 2006 BETWEEN INLAND INVESTMENT ADVISORS, INC ("Adviser") INLAND RETAIL REAL ESTATE TRUST, INC. ("Client")

AMENDED SCHEDULE A

TO INVESTMENT ADVISORY AGREEMENT

DATED MAY 1, 2006

BETWEEN

INLAND INVESTMENT ADVISORS, INC ("Adviser")

INLAND RETAIL REAL ESTATE TRUST, INC. ("Client")

1. This Schedule A may be amended from time to time by Adviser upon 30

days' written notice to Client.

2. Fee Schedule as of May 1, 2006:

Client shall pay or cause to be paid to Adviser as remuneration for its services under this Agreement a percent per annum based on the schedule below as an investment management fee on all assets under management.

A.

as an investment management fee on all equity assets under management:

• from $0 - $10,000,000 fee is 1 percent (1.0%) of assets

• from $10,000,001 - $25,000,000 fee is 90 basis points (.90%) of assets

• from $25,000,001 - $50,000,000 fee is 80 basis points (.80%) of assets

• over $50,000,000 fee is 75 basis points (.75%) of assets

• an additional performance fee calculated at the end of each calendar year of:

• 50 basis points (1/2%) if the annualized net profit is 15% - 20%

• 1% if the annualized net profit is 20%+

B.

as an investment management fee on all contracts (other than covered calls) related to futures and/or options only:

• 50 basis points (1/2 %) on the option value on the date the position is closed; and

• 5% of the all profits earned on futures and/or options provided client earns a annual minimum return of 20% on closed positions during the calendar year ending December 31st or if Agreement is terminated prior to that date earned until such date.