REAL ESTATE ADVISORY AND
ASSET MANAGEMENT AGREEMENT

(Note: This is the basic form of agreement if no assets are currently in place, and there is no contract currently in place.)

THIS REAL ESTATE ADVISORY AND ASSET MANAGEMENT AGREEMENT (the "Agreement") is made and entered into as of the date set forth below, by and between ______________________(the “Investor”) and _____________________ (the "Advisor") with reference to the following.

RECITALS:

A. Pursuant to Chapter _______ Statutes, the exclusive management and control of the investment of various funds, including the Retirement Investment Trust (the "Fund"), is given to INVESTOR.

B. Further pursuant to Chapter _______ Statutes, INVESTOR is authorized to invest the Fund in real estate, leases thereof and improvements thereon for business or residential purposes, as an investment for the production of income.

C. Further pursuant to Section _________ Statutes, INVESTOR is authorized to contract with Advisor with respect to the services contemplated hereby.

D. INVESTOR wishes to retain Advisor to provide investment advisory and asset management services, and Advisor wishes to render such services to INVESTOR, as provided herein.

NOW, THEREFORE, in consideration of the undertakings and mutual covenants herein contained, the parties hereto hereby agree as follows:

ARTICLE I

1.1 Appointment. INVESTOR hereby appoints Advisor to furnish acquisition and asset management services to INVESTOR with respect to the investment and reinvestment of certain assets of the Fund. The appointment of Advisor is pursuant to the terms of this Agreement and in accordance with INVESTOR's formal Real Estate Investment Guidelines (the "Investment Guidelines"), the Real Estate Division Procedures Manual (the "Procedures Manual"), and the Real Estate Division Accounting Manual (the "Accounting Manual"). The Investment Guidelines, the Procedures Manual and the Accounting Manual, as each is amended from time to time, and such other directives and guidelines as are furnished to Advisor by INVESTOR from time to time, are hereby incorporated herein by reference and shall be effective and binding on Advisor upon receipt thereof by Advisor.

1.2 Acceptance. Advisor hereby accepts its appointment pursuant to the terms and conditions of this Agreement, and agrees to perform its duties hereunder in conformity with this Agreement, the Investment Guidelines, the Procedures Manual, the Accounting Manual and such other directives and guidelines as are furnished to Advisor by INVESTOR from time to time. Advisor hereby acknowledges receipt of the Investment Guidelines, the Procedures Manual and the Accounting Manual.

ARTICLE II

INVESTMENT ADVISORY SERVICES

Advisor shall undertake the following investment advisory services unless otherwise directed by the Staff:

2.1 Investment Brief. Advisor shall identify and submit to INVESTOR's investment staff (the "Staff") for its review and consideration prospective investments for the Fund (an "Investment") that conform to the Investment Guidelines. Advisor shall identify and submit such prospective Investments to the Staff in the form of the Critical Factor Sheet attached hereto as Exhibit A (the "Critical Factor Sheet"). Advisor thereafter shall submit to the Staff for its review and analysis a detailed report (the "Investment Brief") for each such prospective Investment prepared in accordance with the Investment Guidelines and the Procedures Manual.

If the Staff so requests, Advisor thereafter shall make its personnel available to orally present all necessary information relating to a prospective Investment to INVESTOR's Board of Trustees. Advisor shall prepare an information package in fifteen (15) copies, or such number as requested, for presentation to the Board of Trustees for its review and consideration.

2.2 Investment Closing. If INVESTOR determines to proceed with any proposed Investment, Advisor shall negotiate the terms and conditions of such Investment, and shall perform all acts necessary or appropriate to effect a closing of the approved Investment in accordance with the Procedures Manual.

2.3 Selection of Property Manager and Other Professional Vendors. Advisor shall assist INVESTOR in the initial selection of local property managers, consultants, technical advisors, brokers, escrow agents, insurance agents, banks, builders, depositories, developers, and such other persons or entities deemed necessary or desirable to protect and maximize the value of an Investment. INVESTOR and Advisor in each case shall consult on which party will be responsible for such selections.

2.4 Staff Meetings. Advisor and the Staff shall meet annually to review Operating Budgets (hereinafter defined) and Asset Management Plans. Advisor shall also meet periodically with the Staff to review matters pertaining to the performance and the scope of Advisor's duties hereunder at such times and in such locations as Staff shall designate.

ARTICLE III

Advisor shall undertake the asset management services described below with respect to each Investment designated by INVESTOR and Advisor. For any Investment, or for any other investments not acquired pursuant to this Agreement for which Advisor will be providing asset management services, INVESTOR and Advisor, concurrently with the closing of the acquisition of such Investment or otherwise, shall execute an addendum to this Agreement substantially in the form attached hereto as Exhibit C.

3.1 General Asset Management Services. Advisor shall supervise and perform such supervisory functions as may be necessary or appropriate to the overall management of the Investment(s) in accordance with the Procedures Manual and the Accounting Manual, which functions shall include, but not be limited to, the following:

(a) Selecting and recommending to INVESTOR the employment of local property managers, consultants, technical advisers, attorneys, brokers, escrow agents, depositories, agents for collection and other persons or entities acting in any other capacity deemed necessary or desirable to further the best interests of INVESTOR with respect to the Investment(s), and, following employment by INVESTOR, supervising and maintaining relations with such persons or organizations;

(b) Serving as portfolio advisor for the Investment(s) for INVESTOR, supervising the performance of local property managers retained by INVESTOR to manage the Investment(s), preparing, in connection with policy decisions to be made by INVESTOR, quarterly reports and financial data for submission to INVESTOR, and providing such other reasonable data, advice and services as may be pertinent to and consistent with the investment objectives of INVESTOR, including periodic (but not less than annual) evaluations of each Investment in order to determine whether it should be retained or sold;

(c) Prosecuting and settling any claims of INVESTOR, including, but not limited to, the enforcement of any lease obligation, in accordance with this Agreement and leasing and operating guidelines established from time to time by INVESTOR and furnished to Advisor, or otherwise upon written authority of INVESTOR;

(d) Performing any and all such other services of a general asset management nature that INVESTOR reasonably deems to be in the best interests of INVESTOR;

(e) Preparing reports of Advisor's performance of the asset management services provided to INVESTOR under the terms of this Agreement; and

(f) Periodically, but not less than annually, meeting with INVESTOR's major tenants in order to assess their needs, level of satisfaction with their premises, and future plans.

3.2 Specific Asset Management Services.

(a) Supervision of Local Managers. Advisor shall use its best efforts to ensure that all local property managers retained by INVESTOR to manage the Investment(s), whether employees of Advisor or its affiliates or third party fee managers: (a) operate and manage the day-to-day activities of the Investment(s) and their facilities in the customary and usual manner applicable to properties of similar nature and quality; (b) provide all services customarily and usually provided in the management and running of similar type properties; (c) collect rent and other income from tenants and occupants of the Investment(s); (d) pay out of such rents in a prompt manner before delinquency and prior to the addition thereto of interest and penalties all operating charges relating to the operation and maintenance of the Investment(s); and (e) lease and keep leased to desirable tenants, subject to the limitations hereinafter set forth, all space held for lease. To this end, Advisor may authorize the local property managers to list space available with outside brokers, it being understood that all leases must be approved by Advisor and INVESTOR's designated legal counsel unless such leases conform to the Lease Guidelines (hereinafter defined) and a form of lease preapproved by INVESTOR for each Investment as provided in subparagraph (b) below.

(b) Leasing Guidelines. Advisor, within thirty (30) days following the closing of an Investment, shall prepare leasing guidelines (the "Lease Guidelines") for such Investment based upon a site inspection and market analysis, and shall deliver a copy of such Lease Guidelines to INVESTOR for review and approval by the Staff. Such Lease Guidelines shall be completed in conformity with the Procedures Manual, and shall include policies regarding tenancy, rental rates, concessions, improvement allowances, length of term, lease extensions, assignments, subletting or renewals of lease and commission rates payable to brokers. Upon approval of the Lease Guidelines by INVESTOR, Advisor shall be authorized to negotiate or supervise the negotiations of and, subject to the immediately succeeding paragraph, execute leases in the Investment(s), as agent, in conformity with the Lease Guidelines, utilizing a form of lease approved in advance by Advisor and INVESTOR.

Irrespective of whether the Lease Guidelines so provide, Advisor shall not execute any lease on behalf of INVESTOR which (i) provides for the payment by the tenant of $500,000 or more of effective gross rent per year at the time of execution in the case of an Investment owned solely by INVESTOR in fee simple, or (ii) violates the terms of the agreement creating and governing the ownership entity in the case of an Investment owned by a joint venture of which INVESTOR is a venture partner. In addition, if as a result of negotiations of any lease any rights or obligations of the landlord or the tenant materially differ from such rights or obligations as set forth in the pre-approved form of lease, Advisor shall not execute such lease until such lease has been approved in writing by INVESTOR.

(c) Market Analysis Update and Leasing Strategy Review. Advisor shall inspect the Investment(s) on a regular basis, which shall include a thorough walk-through at least quarterly. Advisor, as and when Advisor deems necessary, shall conduct a market analysis update, review the performance of tenants, review the then-current rents and lease expiration schedule, and modify the leasing strategy for the Investment accordingly. Advisor in any event shall conduct such update not less frequently than once per calendar year, and shall forward to INVESTOR the results of such update and review concurrently with delivery of the Operating Budget (hereinafter defined).

(d) Operating Budget. Advisor shall prepare annually an operating budget (the "Operating Budget") for each Investment as specified in the Accounting Manual and the Procedures Manual. Advisor shall submit the proposed Operating Budget to INVESTOR pursuant to and in accordance with Section 3.3 below.

(e) Financial Reports. Advisor shall prepare and furnish to INVESTOR for each Investment quarterly financial reports which conform with the Accounting Manual and the Procedures Manual. Such quarterly financial reports shall include, at a minimum, an income and expense statement, a cash flow statement, a statement of net asset value, and a brief narrative summary of operating and market conditions pertaining to the Investment. Advisor also shall cause to be prepared and delivered to INVESTOR, by an outside auditor selected by INVESTOR, annual audited financial statements for each Investment which conform with the Accounting Manual and the Procedures Manual. Such annual audited financial statements will be in a format approved by INVESTOR. Advisor shall submit the quarterly financial reports to INVESTOR not later than forty-five (45) calendar days after the end of each calendar quarter and shall cause the annual audited financial statements to be submitted to INVESTOR not later than one hundred fifty (150) calendar days after the end of each calendar year.

(f) Repairs and Capital Improvements. Advisor shall advise INVESTOR of any repairs or capital improvements to the Investment(s) that, in Advisor's professional judgment, are necessary but are not provided for in the current Operating Budget. Upon receipt of INVESTOR's written approval of such repairs or capital improvements, Advisor shall cause them to be completed expeditiously. Without the prior written approval of INVESTOR, Advisor shall not make or incur expenditures for repairs or capital improvements to the Investment(s), except for (i) expenditures which are provided for in the Operated Budget, (ii) expenditures of less than $5,000 each or in the aggregate $20,000 over a 12 month period, and (iii) expenditures for emergency repairs ("Emergency Expenditures") which, in Advisor's reasonable opinion, are immediately required to be made for the preservation and safety of the Investment(s) or their users, to avoid the suspension of any service to or of the Investment(s), or to avoid danger to life or property at the Investment(s). Advisor, if at all possible, shall confer immediately with INVESTOR regarding any such Emergency Expenditures.

 

(g) Government Regulation and Real Estate Assessments. Advisor from time to time shall review matters relating to land use planning or other governmental regulation and taxes and assessments of any kind affecting the Investment(s), and arrange for compliance with such governmental regulations and for the contest of or payment of such taxes and assessments as required, or otherwise take such actions for the protection of INVESTOR's interests as Advisor may deem advisable. All expenditures in connection with the contest of any such taxes or assessments or any other actions taken by Advisor pursuant to this paragraph shall be in accordance with then-current approved Operating Budget for the Investment or, if such costs exceed the amounts allocated therefor in the then-current approved Operating Budget for the Investment, such expenditure shall be made only after obtaining the prior written approval of INVESTOR.

(h) Selection of Third Parties. Advisor, to the extent deemed necessary for the proper operation of the Investment(s), shall select, contract with, and conduct relations with consultants, economic researchers and appraisers, attorneys, engineers and other technical advisors, depositories, custodians, agents for collection, insurers and insurance agents and other persons, corporations and entities. All such contracts shall be on behalf of and at the expense of INVESTOR. If it is estimated by Advisor that the amounts chargeable to INVESTOR for the services of any third party during any one-year period will be in excess of the amount allocated for the providing of such service in the then-current approved Operating Budget for the Investment(s), Advisor shall submit to INVESTOR a written statement of the nature and justification of the proposed expenditure, and such expenditure shall not be made without the prior written approval of INVESTOR. Advisor, however, may incur additional expenditures that do not in the aggregate exceed the amount allocated for the providing of such service in the then-current approved Operating Budget by more than five percent (5%) per year without first obtaining the prior written approval of INVESTOR.

(i) Appraisal. INVESTOR, every three (3) calendar years, shall obtain with respect to each Investment, an independent appraisal performed by an appraiser designated by INVESTOR. Such appraisals will incorporate at least two (2) methods of valuation (which shall include the income and market approaches) unless otherwise directed by INVESTOR. Advisor shall cooperate with the appraiser(s) selected by INVESTOR, and shall perform such related activities as are specified in the Procedures Manual. Advisor also shall coordinate the performance of the appraisals by the appraisers, and shall review the appraisal reports to ensure compliance with the Standards of Professionalism of AIREA and the overall completeness of such appraisal reports. Advisor thereafter shall submit the complete appraisal reports, together with the results of Advisor's reviews thereof, to INVESTOR. Advisor, for each calendar year in which an appraisal, as described above, is not obtained, shall prepare and submit to INVESTOR on or prior to December 31 of such calendar year, a Certificate of Value substantially in the form attached hereto as Exhibit D and in conformity with the requirements for such Certificate of Value set forth in the Procedures Manual.

(j) Legal Proceedings. Upon prior notice to INVESTOR, Advisor, or local property managers upon written approval by Advisor, may retain legal counsel satisfactory to INVESTOR to institute all legal actions or proceedings to effect rent collection, to oust or dispossess tenants or other persons. Advisor shall provide all reasonable information for, and shall assist in, the prosecution or defense of any claims, demands, suits, or legal proceedings concerning the Investment(s) made or instituted by or against INVESTOR, without additional payment therefor. Advisor shall prosecute and defend such actions and proceedings, and retain such legal counsel, in accordance with the terms and provisions of Article XIII below.

 

(k) Contracts and Services Contracts. Advisor, in its capacity as agent for INVESTOR, or any local property manager authorized in writing by Advisor to act as agent for INVESTOR, shall execute contracts with public utility companies for electricity, gas, steam, water and telephones, and such other contracts or service contracts that Advisor shall deem necessary and appropriate for the operation and maintenance of the Investment(s), including, but not limited to, cleaning, elevator, air conditioning and heating maintenance contracts, security, and parking lot cleaning and striping, provided that in each case, (i) the cost of the services to be provided pursuant to each contract do not exceed the amount allocated for the providing of such service in the then-current Operating Budget, and (ii) such contract is cancelable without penalty or premium at any time, with or without cause, on not more than one (1) year's notice.

 

(l) Segregated Accounts. Advisor shall ensure that for each Investment for which Advisor is rendering asset management services hereunder, that (i) all monies received by the local property manager for and on behalf of INVESTOR, less any sums due such property manager pursuant to the provisions of its property management agreement, shall be deposited in a interest-bearing segregated bank account maintained by Advisor (the "Investment Account") for deposit of monies of INVESTOR; (ii) all balances in excess of the amount set forth in the working capital/reserve line item in the then-current Operating Budget shall be paid to INVESTOR by the fifteenth (15th) day of each month or as otherwise directed by the Staff in writing; and (iii) the local property manager maintains a fidelity bond with a responsible surety company, covering all applicable officers, directors, partners, principals, agents and employees of such local property manager handling funds, investment documents, or papers of INVESTOR, which bond shall be in an amount that is prudent, given the size and nature of the Investment, and which shall protect INVESTOR against losses of any such property from acts of such officers, directors, partners, principals, agents and employees resulting from thefts, embezzlement, fraud, negligent acts, errors and omissions.

 

(m) Employees. Advisor shall use commercially reasonable efforts to ensure: (i) that the local property managers, in the discharge of their duties, hire, supervise and discharge such building service employees or such other firms, corporations or persons as may be engaged by the local property managers pursuant to the provisions of their respective property management agreements; (ii) that in any and every event all such employees, firms, corporations or persons are retained by such local property managers as their employees, agents or independent contractors, respectively, and not as employees or agents of INVESTOR; (iii) that all persons are given equal opportunity for such employment regardless of age, race, religion, color, handicap, sex, physical condition, developmental disability (as defined in _________ Statutes, Section 51.01 (5)), sexual orientation or national origin; and (iv) that a reasonable investigation of each prospective employee is done to preclude anyone with a felony conviction for any form of theft, arson or violent crime to ensure the safety of users of an Investment.

(n) Insurance. Advisor shall obtain the types and amounts of insurance for each of the Investment(s) that a prudent person would obtain for similar properties in similar geographic areas using sound business practice, including but not limited to, commercial general liability insurance, fire insurance with extended coverage, earthquake, flood, vandalism, malicious mischief, boiler, elevator, property insurance and rent insurance. All insurance carriers providing insurance hereunder shall be rated A XII or above by Best's Rating Guide unless such insurance carrier is otherwise approved in writing by INVESTOR. Advisor, prior to the acquisition of an Investment, shall furnish to INVESTOR certificates of insurance evidencing such coverage, which certificates shall state that such insurance coverage may not be changed or canceled without at least 30 days prior written notice to INVESTOR and Advisor. Advisor thereafter shall deliver to INVESTOR copies of new certificates of insurance that evidence renewals of such insurance coverage at least 20 days prior to the expiration of any such insurance coverage. In the event of any claims under such insurance policies, Advisor shall advise INVESTOR as to the desirability of settling or adjusting any such claims. Advisor shall pay all insurance premiums applicable to the Investment(s) as a part of the operations of the Investment(s). If sufficient funds are not available, Advisor shall so inform INVESTOR so sufficient funds can be made available. At all times during the term of this Agreement, all personal injury and liability insurance relating to the Investment(s), by appropriate endorsement of all policies evidencing such insurance and without cost to Advisor, shall be endorsed to name Advisor as an additional insured.

(o) Real Estate Taxes. Advisor shall pay all real estate taxes and assessments applicable to the Investment(s) when due as a part of the operations of the Investment(s). If sufficient funds are not available, Advisor shall so inform INVESTOR so sufficient funds can be made available. Advisor, upon instruction by INVESTOR, shall defend against, seek revision of, or appeal any real estate taxes or assessments that INVESTOR, with the advice of Advisor and the local property manager, deems improper or excessive, or shall authorize the local property manager to pay any such taxes or assessment under protest and seek a refund thereof, it being understood that the cost of any such undertaking by Advisor will be paid by INVESTOR and INVESTOR will pay all legal and other expenses incurred by reason of such undertaking. Advisor, if it deems same to be advisable and with the consent of INVESTOR, may employ independent real estate experts acceptable to INVESTOR for appraisals and testimony in connection with any such appeals or revisions.

 

(p) Books and Recordkeeping. Advisor shall use its best efforts to ensure that each local property manager complies with any contractual obligations to INVESTOR to prepare and maintain, for inspection by Advisor and INVESTOR's independent certified public accountants and INVESTOR's internal staff, complete and accurate books of account and other records of all transactions related to the Investment(s), including, but not limited to, vouchers, statements, receipted bills and invoices and all other records, in such form as INVESTOR may reasonably require, covering all collections, disbursements, correspondence and other data, in such form as may be necessary to enable the preparation of audited annual financial statements as to the state of business and affairs of INVESTOR, including operating statements comparing current profit, loss and operating expenses to the budgets, balance sheets and narrative reports on any other factors of significance to INVESTOR. All such accounts and records relating to the Investment(s) shall be the property of INVESTOR and, upon a termination of the appointment of local property managers, shall be surrendered to INVESTOR without charge.

(q) Disposition Plan. Advisor shall prepare a disposition plan annually for each Investment in the form specified in the Procedures Manual.

(r) Disposition and Refinancing of Investment(s). In the event INVESTOR approves or otherwise recommends a sale or refinancing of an Investment, Advisor, upon INVESTOR's written request therefor, shall provide INVESTOR with real estate disposition or refinancing services, as applicable, for such Investment(s). Advisor shall be entitled to a separate fee for the services rendered in connection with such disposition or refinancing in an amount agreed upon in advance by INVESTOR and Advisor, and all third party costs (such as legal fees, brokerage commissions to unaffiliated entities, title insurance, survey and engineering fees and expenses, and closing costs) relating to such disposition or refinancing shall be paid by INVESTOR. Advisor shall inform INVESTOR promptly, but in any case within five (5) days, in writing, of any and all offers to purchase an Investment.

3.3 Operating Budget. Advisor shall manage each Investment in accordance with the Operating Budget. Advisor shall prepare for each Investment for which it is responsible, a proposed Operating Budget in conformity with the Accounting Manual and the Procedures Manual, and shall submit it to INVESTOR by November 1 of the year immediately preceding the calendar year addressed in such proposed Operating Budget. Advisor shall review each proposed Operating Budget with INVESTOR. INVESTOR thereafter will provide Advisor with written notice of approval of each Operating Budget as each is approved. If INVESTOR does not approve a proposed Operating Budget within sixty (60) days following its submittal, then (i) in the event such proposed Operating Budget is the first proposed Operating Budget for an Investment, it shall be deemed to be approved as submitted, or (ii) in the event such Investment already has been operated pursuant to an approved Operating Budget, Advisor shall continue to manage the Investment in accordance with the most recently approved Operating Budget. INVESTOR may modify the Operating Budget at any time upon written notice to Advisor.

All expenditures and obligations set forth in the approved Operating Budget may be made or incurred without further approval by INVESTOR. Unless expressly permitted elsewhere in this Agreement, Advisor shall not make, incur or permit, expenditures in excess of the accounts or for purposes other than those set forth in the Operating Budget without the prior approval of INVESTOR. Advisor, however, may make, incur or permit excess expenditures that do not exceed, in the aggregate, the greater of $10,000 or five percent (5%) of each line item with respect to each Investment without INVESTOR's prior approval provided that the same are made in compliance with all other applicable provisions of this Agreement. Advisor also may make Emergency Expenditures, as provided in Section 3.2(f), in addition to or in excess of amounts provided for repairs or capital improvements provided for in the then applicable Operating Budget.

3.4 Asset Management Plan. Advisor shall prepare annually an asset management plan (the "Asset Management Plan") for each Investment in conformity with the Procedures Manual. Advisor shall submit the proposed Asset Management Plan to INVESTOR by November 1 of the year immediately preceding the calendar year addressed in such Asset Management Plan. INVESTOR thereafter shall approve or disapprove the proposed Asset Management Plan and Advisor shall manage each Investment pursuant to and in accordance therewith.

ARTICLE IV

4.1 Fees. INVESTOR shall pay to Advisor, as the sole and exclusive compensation for the services to be rendered by Advisor hereunder, the fees set forth in the Fee Schedule attached hereto as Schedule 1. Such fees shall represent full compensation for all of Advisor's services and expenses incurred in the performance hereof, unless otherwise expressly provided in this Agreement or approved in writing by INVESTOR.

4.2 Payment. As a condition to the payment of the fees specified in Section 4.1 above, Advisor shall provide the Staff with invoices providing such detail and substantiation as shall be required by the Procedures Manual or Investment Guidelines, or reasonably requested by the Staff. INVESTOR shall pay such fees, at the election of the Staff, either directly or by deduction by Advisor from the Investment Account from the cash flow from Investment(s) that is otherwise payable to INVESTOR.

ARTICLE V

Advisor represents and warrants to INVESTOR that:

5.1 Due Organization/Registration. Advisor is duly organized, validly existing and in good standing under the laws of the state of its incorporation or organization and is registered with the Securities and Exchange Commission pursuant to the provisions of the Investment Advisors Act of 1940, as amended.

5.2 Power and Authority. Advisor has the power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution of this Agreement has been duly authorized by Advisor and no other proceedings on the part of Advisor are necessary to authorize this Agreement.

5.3 No Violation. Neither the execution of this Agreement nor the acts contemplated hereby nor compliance by Advisor with any provisions hereof will:

(a) violate any provision of the charter documents of Advisor;

(b) violate any statute or law or any judgement, decree, order, regulation or rule of any court or governmental authority applicable to Advisor; or

(c) violate, conflict with, constitute a default under, permit the termination of, or require the consent of any person under, any agreement to which Advisor may be bound, which in the aggregate would have a material adverse effect on the properties, business, prospects, earnings, assets, liabilities or condition, financial or otherwise, of Advisor.

5.4 Authorizations. Advisor has completed, obtained and performed all registrations, filings, approvals, authorizations, consents or examinations required by any government or governmental authority for its acts contemplated by this Agreement, and this Agreement constitutes the valid and binding obligation of Advisor, enforceable in accordance with its terms, subject as to enforcement to the laws of general applicability relating to or affecting creditor's rights and to general principles of equity.

5.5 Personnel. The personnel of Advisor responsible for discharging Advisor's duties and obligations under this Agreement are individuals experienced in the performance of the various functions contemplated by this Agreement and shall use their best efforts to maximize performance and profits of the Investment(s).

5.6 Compliance with Nondiscrimination Program. Advisor has, unless exempted, complied with the requirements of the nondiscrimination program set forth in Section 16.765, _________ Statutes, and all regulations promulgated thereunder.

ARTICLE VI

6.1 Fiduciary. Advisor at all times shall use its best efforts to discharge its obligations under this Agreement strictly in accordance with the standards of fiduciary responsibility applied to the Staff in the management of the assets of the Fund, as specified in _________ Statutes, the Investment Guidelines, the Accounting Manual, and the Procedures Manual, including but not limited to the following:

(a) Identifying and submitting to INVESTOR prospective Investments which are consistent with the objectives and purpose of the Fund.

(b) Collecting income and rents with the same care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a similar capacity under similar circumstances would employ; and

(c) Administering assets of the Fund solely for the purpose of ensuring the fulfillment of the purpose of the Fund, as set forth in Chapter ________ Statutes, at a reasonable cost and not for any other purpose.

6.2 Confidentiality. At all times during and after the term hereof, Advisor shall maintain all books, records, documents of any kind, and all other information concerning INVESTOR, the Investment(s), Advisor's or any third party's relationship with INVESTOR or the consummation of any Investment(s), in strict confidence, subject to applicable governmental reporting and disclosure requirements, orders of a court of competent jurisdiction, and other provisions of this Agreement. Advisor, however, shall be permitted (a) to furnish information concerning the Investments to other agents, employees and consultants of INVESTOR to the extent necessary to perform Advisor's obligations hereunder, and (b) to furnish information concerning the Investments, on a blind basis without attribution to INVESTOR, to the National Council of Real Estate Investment Fiduciaries.

6.3 Books and Records. Advisor shall (i) keep accurate books and records relating to its transactions regarding the Investment(s) in the manner prescribed by the Staff, (ii) take all reasonable steps to assist the Staff in keeping accurate and detailed records of all transactions with respect to the Investment(s), (iii) permit the Staff or the State of _________ Legislative Audit Bureau during and after the term of this Agreement and any extensions thereof for a period of at least five (5) years to inspect Advisor's books and records relating to the Investment(s) at all reasonable times, (iv) provide as an expense to the Investment(s), audited annual consolidated financial statements covering the Investment(s) in accordance with Section 3.2(e) above, and (v) furnish such information concerning the Investment(s) to such persons as the Staff, in writing, may reasonably request. Advisor also shall keep all leases, closing documents and other agreements relevant to the Investment(s), including without limitation, accounting records, property plans, plats of survey and reports, either at its office or at the administrative office, if any, located at the Investment(s), and shall make such documentation and information available for inspection by an authorized representative of the Staff at a mutually convenient time. Advisor shall bear the costs associated with the retention of records, and the cost of duplicating and sending copies of any records requested by the Staff to the Staff. A conformed copy of all closing documents, set forth in a tabulated binder form, shall be provided to the Staff within 45 days of any acquisition, sale or refinancing of an Investment(s), including any subsequent amendments or revisions thereto. Following recordation or filing, a copy of each document recorded or filed containing recordation or filing information shall be sent to INVESTOR to substitute for conformed copies.

6.4 Open Records. INVESTOR is subject to the open records laws of the State of _________, as contained in Chapter _______ Statutes. At INVESTOR's written direction, Advisor shall make available for inspection and copying any designated records relating to the Investment(s). INVESTOR, however, shall keep confidential and not disclose to others and shall use its best efforts to prevent any of its employees, agents or representatives from disclosing, without the prior consent of Advisor any of the information contained in the reports provided pursuant to this Agreement; provided, however, that the foregoing shall not apply to (1) any disclosure to the extent required by applicable law; or (2) any disclosure to INVESTOR's professional advisors to the extent necessary to perform their duties.

6.5 Notice of Breach; Change of Control. Advisor shall promptly, and in any case within five (5) calendar days, notify the Staff in writing if any of the representations and warranties of Advisor set forth in this Agreement shall cease to be true at any time during the term of this Agreement. Advisor shall promptly, and in any case within twenty (20) calendar days, notify the Staff in writing (i) of any material change in Advisor's Senior Staff (hereinafter defined), (ii) of any substantial change in control of Advisor, or (iii) of any other material change in Advisor's business, partnership or corporate organization relating to the Investment(s). All written notices shall contain such information about newly assigned Senior Staff as is requested by the Staff. For purposes hereof, the term "Senior Staff" shall mean those persons who will exercise a major administrative role or major policy or consultant role to the provision of Advisor's services hereunder.

6.6 Financial Status of Advisor. Advisor shall furnish to the Staff, no less than annually, certification of the financial condition and status of Advisor ("Financial Status"). Such certification may be in the form of an opinion of Advisor's independent auditors, bank references, or such other documentation which is reasonably acceptable to the Staff. Advisor shall promptly, and in any event within twenty (20) calendar days, notify the Staff of any material change in Advisor's Financial Status as reflected in the most recent certification provided to the Staff.

6.7 Notice of Proceedings. Advisor shall promptly, and in any case within five (5) calendar days, notify the Staff in writing of any investigation, examination or other proceeding involving Advisor commenced by any regulatory agency which is not conducted in the ordinary course of Advisor's business.

6.8 Identification Number. Advisor's Federal tax identification number is ___________________.

6.9 Advisor Insurance. Advisor, in addition to the insurance it procures in respect of the Investments on behalf of INVESTOR pursuant to Section 3.2(n) above, shall maintain on its own behalf worker's compensation insurance in amounts equal to all statutory requirements and at least $500,000 of employer liability insurance. Advisor shall also carry, on its own behalf, commercial general liability insurance (with broad form endorsement) of at least $5,000,000 with combined single limit per occurrence for bodily injury, death and property damage and other liability. This requirement may be met by a lower primary coverage and umbrella coverage for the balance thereof. Advisor also shall carry, on its own behalf, professional liability insurance of at least $1,000,000. All insurance carriers providing insurance hereunder shall be rated A XII or above by Best's Rating Guide unless such insurance carrier is otherwise approved in writing by INVESTOR. Advisor shall furnish a true and correct copy of each paid-up policy evidencing such insurance or a certificate of the insurer, certifying that such policy has been issued, providing the coverage required by INVESTOR, as soon as practicable, but in no event later than thirty (30) days following the date hereof. Each policy shall provide that same may not be canceled without sixty (60) days prior written notice to INVESTOR.

6.10 Fidelity Bond. Advisor shall furnish to the Staff, prior to the closing of any Investment, a fidelity bond in the amount of at least $1,500,000, with a surety satisfactory to the Staff, covering those employees of Advisor with responsibility for handling money of INVESTOR.

6.11 Conflicts of Interest. Advisor shall promptly disclose to INVESTOR if it has knowledge that any member of INVESTOR's Board of Trustees, or of the Staff, has a direct or indirect economic interest in the Investment or any borrower, offeror, seller or broker pertaining to the Investment, or if any such member of INVESTOR's Board of Trustees or of the Staff will receive, directly or indirectly, anything of substantial economic value for his or her private benefit from Advisor or said parties in connection with (i) this Agreement, (ii) any INVESTOR assets currently being managed by Advisor, or (iii) any subsequent Investment(s) hereunder. Advisor shall execute and deliver to INVESTOR, in conjunction with the closing of any Investment, a representation pertaining to conflicts of interest in substantially the form attached hereto in Exhibit B.

6.12 Equal Opportunity. Advisor shall post in conspicuous places, available for employees and applicants for employment, notices setting forth the provisions of Section 7.2 below relating to equal employment opportunities, and Advisor shall comply otherwise with the laws of the State of ________relating to equal employment opportunities, including, if necessary, the submission of a written affirmative action plan.

6.13 Investment Opportunities. Advisor hereby represents, warrants and covenants to INVESTOR that Advisor, in its capacity as a real estate investment advisor to institutional investors, does and will continue to allocate and present real estate investment opportunities that became available to it among and to such institutional investors in a fair, equitable and non-discriminatory manner. Advisor shall furnish to INVESTOR on a monthly basis, or as frequently as INVESTOR and Advisor otherwise may agree from time to time, a written summary of the real estate investment opportunities that it has presented for possible investment during the preceding calendar month to other institutional investors for which Advisor serves as an investment advisor, limited to the type(s) of properties and investment opportunities for which INVESTOR has retained Advisor to present to INVESTOR for its consideration. Such summary shall include (i) a description of the size and type of investment opportunity (fee acquisition, joint venture equity investment, or other), (ii) a description of the type of property constituting such investment opportunity (industrial, office, retail, residential, or other), and (iii) the type of institutional investor (domestic or foreign) to which Advisor has presented such investment opportunity.

ARTICLE VII

7.1 No Affiliate Benefits. Without the prior written consent of the Staff, neither Advisor, its affiliates nor any of their respective shareholders, partners, officers, agents or employees, shall receive directly or indirectly any benefit from the Investment(s) other than as contemplated by this Agreement. Notwithstanding the foregoing, neither Advisor nor its affiliates shall be precluded from receiving compensation, fees or reimbursements pursuant to separate service or property management contracts expressly approved by the Staff. As used herein, an "affiliate" of Advisor shall mean any entity, company, corporation, limited partnership, general partnership, or joint venture, that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, Advisor.

7.2 Nondiscrimination in Employment. In connection with the performance of its obligations under this Agreement, Advisor shall not discriminate against any employee or applicant for employment because of age, race, religion, color, handicap, sex, physical condition, developmental disability (as defined in Section _________ Statutes), sexual orientation or national origin. Advisor shall take affirmative action to insure equal employment opportunities.

ARTICLE VIII

Advisor shall indemnify, defend and save harmless the State of _________, INVESTOR, the Staff and the Fund from all losses, costs, liabilities, damages or deficiencies arising from Advisor's willful misconduct, gross negligence, fraud, breach of this Agreement or any other agreement or document delivered by Advisor in connection with this Agreement, irremediable misdirection of funds, violation of the standard of care set forth in Section 6.1 above, or the negligent failure to maintain sufficient levels of insurance coverage for the Investment(s). INVESTOR, to the extent permitted by applicable law, shall indemnify and hold harmless Advisor against all losses, damages, costs, claims, liabilities or expenses which Advisor may incur by reason of any act or omission performed or omitted by Advisor in good faith in connection with Advisor's performance of its duties hereunder unless such act or omission results from Advisor's willful misconduct, malfeasance or negligence.

ARTICLE IX

9.1 Reimbursable Expenditures. Advisor shall be entitled to reimbursement from the Investment Account for all reasonable and necessary costs and expenses incurred by or on behalf of the Investment(s) in accordance with the then-current Operating Budget. INVESTOR also shall reimburse advisor directly, provided same is authorized in advance by the Staff, for all reasonable and necessary costs and expenses incurred by or on behalf of the Investment(s) which exceed the projected costs and expenses set forth in the then-current Operating Budget. INVESTOR shall reimburse Advisor for costs and expenses incurred by Advisor in connection with the performance of its obligations hereunder, irrespective of whether such costs and expenses (a) are incurred in accordance with the then-current Operating Budget and reimbursed from the Investment Account or (b) exceed projected costs and expenses set forth in the then-current Operating Budget and, if authorized by the Staff, are then reimbursed by INVESTOR directly, in either case only to the extent such costs and expenses do not exceed the usual and customary charges for such services imposed by persons engaged in the same or substantially similar activities with respect to similar assets in the same geographical area and for similar investment structures.

9.2 Non-Reimbursable Expenditures. INVESTOR shall not reimburse Advisor for any costs and expenses relating to the general operation of its business, including but not limited to travel expenses, administrative expenses, employment expenses, legal fees incurred on behalf of Advisor in its own capacity, insurance of Advisor and its employees, rent, telephone, telecommunications, computers, utilities and other office expenses.

9.3 Expenses of INVESTOR. Advisor shall not be required to make any expenditure on behalf of INVESTOR, or enter into any agreement that may result in an obligation of Advisor to pay money thereunder, unless sufficient funds to cover such expenditure or obligation are held in the Investment Account or otherwise are made available to Advisor by INVESTOR.

9.4 Dead Deal Expenses. INVESTOR shall reimburse Advisor for all out-of-pocket expenditures made by Advisor on behalf of INVESTOR in connection with any prospective Investment, even if the acquisition of such Investment does not occur, provided such expenditures are approved in advance by the Staff.

ARTICLE X

INVESTOR hereby represents and warrants to Advisor that:

10.1 Due Organization. INVESTOR is a body corporate, duly and validly created, authorized, organized, and existing under the constitution and laws of the State of ________.

10.2 Authorizations. INVESTOR has complied with the provisions of all applicable laws, rules, resolutions, policies and guidelines to which it is subject in all matters relating to this Agreement, and no approvals, consents, notices or filings are required to be obtained or made by INVESTOR with respect to the execution, delivery and performance by INVESTOR of this Agreement.

10.3 Power and Authority. INVESTOR has the requisite power and authority to enter into this Agreement and to perform its obligations thereunder, and this Agreement has been duly authorized, executed and delivered by INVESTOR and, assuming due authorization, execution and delivery by Advisor, this Agreement constitutes the valid and binding obligation of INVESTOR, enforceable in accordance with its terms, subject, as to enforcement, to laws of general applicability relating to or affecting creditor's rights and to general equity principles.

10.4 No Violation. The execution, delivery, and performance of this Agreement by INVESTOR will not violate, contravene or constitute a default under any applicable law, regulation, rule or any order or judgment of any governmental authority, any mortgage, indenture, contract or other undertaking to which INVESTOR is a party or by which INVESTOR or any of INVESTOR's property or assets is bound.

ARTICLE XI

11.1 Execution by INVESTOR. All documents and instruments to be executed by INVESTOR shall be executed by a duly authorized member of the Staff or otherwise in accordance with the signing authority set forth in Exhibit E hereof.

11.2 Execution by Advisor. Advisor from time to time shall furnish to INVESTOR an incumbency certificate setting forth the persons authorized by Advisor to execute and deliver documents and instruments on behalf of Advisor.

ARTICLE XII

INVESTOR shall have the absolute right to undertake a periodic audit review of the Investment(s), the fees payable hereunder and Advisor's compliance with the provisions of this Agreement, the Investment Guidelines, the Procedures Manual and the Accounting Manual. Such audit review may be undertaken directly by the Staff, the State of ___________ Audit Bureau or by third parties engaged by the Staff, including accountants, consultants and appraisers. Advisor shall cooperate fully with the Staff, the Audit Bureau or any such third party in connection with such audit review including providing the necessary space for auditors to conduct the audit. All adjustments, payments and reimbursements determined by the Staff or its representatives to be necessary by such audit review shall be effected promptly by the appropriate party.

ARTICLE XIII

13.1 INVESTOR Approval Required. INVESTOR, subject to Section 13.2 below, shall have the exclusive authority to retain legal counsel to act on its behalf with respect to the acquisition, disposition, refinancing or management of the Investment(s). Advisor may make recommendations of counsel and submit such recommendations to the Staff for its consideration pursuant to the procedures set forth herein and in the Procedures Manual. All such counsel must be approved by INVESTOR's General Counsel prior to retention.

13.2 Certain Actions. Advisor, notwithstanding the terms and provisions of Section 13.1 above, is hereby authorized (i) to prosecute any action for the collection of rent if the amount in controversy does not exceed, in the aggregate, $50,000, (ii) to prosecute or defend any action relating to the provision of services to an Investment if the amount in controversy does not exceed, in the aggregate, $75,000, and (iii) to prosecute any eviction action to dispossess any tenant from its premises in an Investment if such tenant's lease does not provide for the payment by the tenant of more than $100,000 of effective gross rent in any year, provided that in each such instance the costs and expenses incurred in connection with such action can be paid from the operations of the Investment in accordance with the Operating Budget. INVESTOR's prior written consent shall be required before the commencement of any legal proceeding for which the costs and expense incurred in connection therewith will require payment directly by INVESTOR rather than from the operations of the Investment. Neither Advisor nor legal counsel selected by Advisor shall have the right to settle any third-party lawsuit for which INVESTOR will have liability without obtaining the prior written consent of INVESTOR.

13.3 Notice of Litigation. Advisor, irrespective of whether INVESTOR's prior written consent is required, shall notify INVESTOR in writing of any legal proceeding relating to an Investment or which Advisor is prosecuting or defending in the name or on behalf of INVESTOR. Notice to INVESTOR of legal proceedings which Advisor is undertaking in the name or on behalf of INVESTOR but for which INVESTOR's prior written consent is not necessary, as described in Section 13.2 above, shall be effected by inclusion of a description of such pending legal proceedings in the quarterly reports furnished by Advisor to INVESTOR for each Investment.

13.4 Replacement of Counsel by INVESTOR. If for any reason INVESTOR is not satisfied with legal counsel engaged by Advisor relating to an Investment, INVESTOR shall have the absolute and unfettered right to replace such legal counsel with legal counsel selected by INVESTOR in its sole and absolute discretion.

ARTICLE XIV

The term of this Agreement shall be for a three (3) year period commencing on the date of execution of this Agreement, subject to the earlier termination of this Agreement as provided for herein. The term of this Agreement, unless sooner terminated by INVESTOR or Advisor as provided for herein, shall be automatically extended, without further action of the parties, from month to month thereafter until terminated.

ARTICLE XV

15.1 By INVESTOR. INVESTOR, at any time during the term of this Agreement, may terminate this Agreement, with or without cause, upon not less than thirty (30) days prior written notice to Advisor.

15.2 By Advisor. Advisor, at any time during the term of this Agreement, may terminate this Agreement, with or without cause, upon not less than sixty (60) days prior written notice to INVESTOR.

15.3 Immediate Termination. At the option of INVESTOR, this Agreement may be terminated immediately upon the occurrence of any of the following events:

(a) If Advisor shall fail to perform its covenants herein contained at the time and in the manner herein provided;

(b) If Advisor shall be adjudged bankrupt or insolvent by a court of competent jurisdiction, or any order shall be made by a court of competent jurisdiction (i) for the appointment of a receiver, liquidator or trustee of Advisor or of all or substantially all of its property by reason of the foregoing, or (ii) which approves any petition filed against Advisor for its reorganization, and such adjudication or order has not been stayed or discharged pending appeal within thirty (30) days of its entry;

(c) If Advisor shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for the relief of debtors, or shall consent to the appointment of a receiver, or shall make a general assignment for the benefit to its creditors, or shall admit in writing its inability to pay its debts generally as they become due;

(d) If any governmental authority, court, or self-regulatory authority shall withdraw, suspend or revoke or declare invalid any license, charter, authorization or registration required or necessary for the conduct by Advisor of any material portion of its business and such action has not been stayed or discharged pending appeal within sixty (60) days of its entry; or

(e) If any event or circumstance shall occur which materially impairs the Financial Status of Advisor or the ability of Advisor to perform its obligations hereunder.

If any of the events specified in this Section 15.3 shall occur, Advisor shall give written notice thereof to the Staff promptly and in any case within five (5) days after the occurrence of such event.

15.4 Rights of Termination Cumulative. The rights of termination specifically provided shall be considered to be cumulative, and shall be in addition to the rights of termination for breach of this Agreement otherwise available to the parties by operation of law.

15.5 Advisor's Obligations upon Termination. Upon termination of this Agreement, all duties and obligations of either party hereto shall cease and this Agreement shall be null and void. Advisor, forthwith upon such termination, but in no event later than twenty (20) days following such termination:

(a) Shall pay over to the Staff all money collected and held for the account of INVESTOR pursuant to this Agreement;

(b) Shall deliver to the Staff a full accounting, including a statement showing all payments collected by it and a statement of all money held by it, covering the period following the date of the last accounting furnished to the Staff; and

(c) Shall deliver to the Staff all property and documents of INVESTOR then in the custody of Advisor.

15.6 Offset Rights on Termination. Upon the termination of this Agreement, all damages, losses and costs of INVESTOR shall be deducted from any sum due Advisor hereunder and the balance, if any, shall be paid to Advisor upon demand.

15.7 Fees for Work in Progress. Advisor shall be entitled to payment for transactions in progress, as well as prompt reimbursement of expenses, upon termination. Fees payable will be in proportion to work substantially undertaken and shall be payable only in the event of an actual closing of an Investment transaction after the termination of this Agreement.

15.8 Continuation of Services after Termination. Notwithstanding any of the foregoing to the contrary, in the event INVESTOR requests and Advisor continues to provide asset management or other services with respect to certain Investment(s) subsequent to expiration or other termination of this Agreement, this Agreement shall continue in full force and effect as it applies to such continuing asset management or other services, without lapse or modification, including representations, covenants and fiduciary responsibilities of Advisor and the payment of fees by INVESTOR, unless otherwise agreed to in writing by Advisor and INVESTOR.

15.9 Indemnity Obligations. The termination of this Agreement shall not relieve Advisor or INVESTOR of liability under the indemnification provisions of Article VIII hereof.

ARTICLE XVI

16.1 Procedure. If at any time INVESTOR and Advisor jointly elect to cause a dispute arising hereunder to be resolved by arbitration, each party shall select one (1) arbitrator from a list of arbitrators provided by the American Arbitration Association and shall furnish written notice of such selection to the other. The two (2) arbitrators so selected thereafter shall select jointly a third (3rd) arbitrator, and the arbitration proceeding shall be conducted before such three (3) arbitrators. If either INVESTOR or Advisor fails to select an arbitrator as described above within twenty (20) days following such party's receipt of written notice of the other's selection, the other party shall select a second (2nd) arbitrator. The costs of said arbitrators and the arbitration proceeding shall be borne equally by the parties hereto. Each party shall bear separately the cost of their respective attorneys, witnesses and experts in connection with such arbitration proceeding. Time is of the essence of this arbitration proceeding, and the arbitrators shall be instructed and required to render their decision within thirty (30) days following completion of the arbitration proceeding.

16.2 Arbitration. If INVESTOR and Advisor jointly elect to resolve a dispute by arbitration, such dispute shall be arbitrated as provided in Chapter 788, _________ Statutes.

ARTICLE XVII

INVESTOR and Advisor are not partners or joint venturers with each other under this Agreement, and nothing herein shall be construed so as to make them such partners or joint venturers or impose any liability as such on either of them.

ARTICLE XVIII

MISCELLANEOUS

18.1 Property Management Services. It is contemplated that Advisor may also provide property management services with respect to the Investment(s). Such property management services shall be effected pursuant to the terms of a separate property management agreement substantially in the form adopted by the Staff for the management of INVESTOR properties. Advisors shall be entitled to additional compensation for such property management services, which compensation shall be set forth in any such separate property management agreement.

18.2 Additional Services. Advisor shall perform such additional services consistent with the provisions hereof as shall be reasonably requested from time to time by the Staff or as otherwise described in this Agreement. Any additional services not contemplated by this Agreement shall entitle Advisor to reasonable additional compensation as agreed upon by INVESTOR and Advisor.

18.3 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be delivered personally or by an express courier service giving a receipt of delivery, or sent by certified, registered or express mail, postage prepaid, and shall be deemed given when so delivered personally, or if mailed, three (3) days after the date of mailing to the following addresses:

If to Advisor:

______________________________

______________________________

______________________________

with a copy to:

______________________________

______________________________

______________________________

If to INVESTOR by delivery:

______________________

If to INVESTOR by Mail:

______________________

with a copy to:

Attention: General Counsel

At the same address

Either party hereto from time to time by notice in writing served upon the other as aforesaid may designate a different mailing address or a different or additional person to which all such notices or demands thereafter shall be addressed.

18.4 Entire Agreement. In addition to the terms hereof, this Agreement consists of (i) the exhibits and schedules hereto, and (ii) all documents expressly incorporated herein by reference. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. In the event of any conflicts, inconsistencies or ambiguities among this Agreement and any documents incorporated herein by reference, this Agreement and all addenda hereto shall govern.

18.5 Amendments and Waivers. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and conditions hereof may be waived, only by a written instrument signed by INVESTOR and Advisor or, in the case of a waiver, the party waiving compliance. Any amendment or modification, however, to the Investment Guidelines, the Procedures Manual or the Accounting Manual (which are expressly incorporated herein by this reference) shall be deemed an amendment hereto upon receipt thereof by Advisor, and shall not require the written agreement of either INVESTOR or Advisor. No delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.

18.6 Cumulative Remedies. The rights and remedies herein provided are cumulative and are not exclusive of such other rights and remedies as are available to or otherwise inuring to the benefit of the parties hereto, in equity or at law.

18.7 Binding Effect. This Agreement and the rights, covenants, conditions and obligations of the respective parties hereto and any instrument or agreement executed pursuant hereto shall be binding upon the parties and be binding upon the successors, assigns and legal representatives of the respective parties hereto.

18.8 Further Assurances. Each of the parties hereto shall execute such further documents and other papers and perform such further acts as may be reasonably required or desirable to carry out the provisions hereof

18.9 Publicity. No publicity release or announcement concerning this Agreement or the transactions contemplated herein shall be issued without advance written approval of the form and substance thereof by the Staff. Such restrictions, however, shall not apply to any disclosure required by regulatory authorities, applicable law or the rules of any securities exchange which may be applicable.

18.10 Incorporation of Amendments to Applicable Laws. Any reference to the ______________Statutes, the Internal Revenue Code or other laws or to any regulations or administrative pronouncements thereunder, shall be deemed to include a reference to any amendments thereof and any successor provisions thereto.

18.11 Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the prior written consent of INVESTOR or Advisor, as appropriate.

18.12 Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

18.13 Attorney's Fees. Subject to Article XVI hereof with respect to arbitration of disputes, in the event of any litigation between the parties hereto, the nonprevailing party shall pay the expenses, including reasonable attorneys' fees and court costs, of the prevailing party in connection therewith.

18.14 Compliance with Applicable Law. Advisor shall carry out its duties and responsibilities hereunder in accordance with, and be limited in the exercise of its rights by, the provisions of all applicable federal, state, county and city statutes, ordinances and regulations.

18.15 Governing Law and Venue. This Agreement shall be administered, construed and enforced according to the laws of the State of __________ (without regard to any conflict of laws provisions) to the extent such laws have not been preempted by applicable federal law. Any suit brought hereunder (including any action to compel arbitration or to enforce any award or judgment rendered thereby) shall be brought in the state or federal courts sitting in ____________, the parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party agrees that any such court shall have in personam jurisdiction over it and consents to service of process in any manner authorized by _______ law.

18.16 Severability. Should one or more provisions of this Agreement be held by any court to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force.

18.17 Time of the Essence. Time is of the essence of this Agreement.

18.18 Independent Contractor. In the performance of this Agreement, Advisor and its employees and agents, for all purposes herein, shall be deemed to be acting as independent contractors and not as officers, employees or agents of the State of _______, INVESTOR or the Staff.

18.19 No Warranty as to Value or Profitability. Notwithstanding any other provision hereof, Advisor makes no representation or warranty as to the performance of the Investment(s) or that the Investment(s) will be profitable.

18.20 Disclosure. If a state public official (Section 19.42, _________ Statutes) or an organization in which a state public official holds at least a ten percent (10%) interest is a party to this Agreement, this contract is voidable by the State unless appropriate disclosure is made to INVESTOR and to the State of _________ Ethics Board.

18.21 Favorable Fee Structure. If at any time during the term of this Agreement, Advisor, in its capacity as an investment advisor or an asset manager, or both, enters into an agreement to provide such services to or for the benefit of another institutional investor, and such agreement (i) provides for Advisor to render services substantially similar to the services to be rendered by Advisor hereunder, and (ii) relates to real estate investments substantially similar to the Investment(s) for which Advisor has responsibility hereunder, and (iii) such agreement contains fee structures which are more favorable to such other institutional investor than the fee structure contained in this Agreement, then INVESTOR shall be entitled to the benefit of such more favorable fee structure. Advisor represents and warrants to INVESTOR that Advisor is not, as of the date hereof, a party to such an agreement which contains a more favorable fee structure, as described above, and covenants that it shall deliver written notice of any such agreement into which it enters hereafter, together with a copy of the pertinent provisions of such agreement relating to such fee structure. Advisor, in performing its obligations under this Section 18.21, in no event shall be obligated to disclose to INVESTOR the identity of any other institutional investor to which Advisor renders services.

18.22 Responsible Persons. INVESTOR shall have the right, from time to time, to cause Advisor to reassign any employee who is providing services relating to an Investment with whom INVESTOR is not satisfied, and to provide a replacement employee therefor. In connection with the acquisition of each Investment, Advisor shall designate in the applicable Addendum executed and delivered concurrently with the closing of such acquisition its personnel who shall be primarily responsible for providing the asset management services for such Investment ("Advisor's Representatives").

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the _________ day of _____________________, 19__.

INVESTOR:

By: ____________________________________

Its: ____________________________________

ADVISOR:

__________________________________________

By: ____________________________________

Its: ____________________________________

EXHIBIT A

CRITICAL FACTOR SHEET

PROPERTY NAME:

ADDRESS:

PROPOSED INVESTMENT STRUCTURE:

TIMING:

OWNER/BORROWER:

CO-INVESTORS:

PROJECT DESCRIPTION:

LAND SIZE:

AGE OF PROPERTY:

GROSS SF:

NET RENTABLE SF:

IMPROVEMENTS:

PARKING: PARKING RATIO:

MAJOR TENANTS (NAME & SQ. FT. OCCUPIED):

ASKING:

PRICE/LOAN: $ ; PRICE/LOAN PSF: $ /SF

RECOMMENDED:

PRICE/LOAN: $ ' PRICE/LOAN PSF: $ /SF

FIRST YEAR YIELD: F&C: %

LEVERAGED: %

INTERNAL RATE OF RETURN:

F&C: %

LEVERAGED: %

FIRST YEAR YIELD: F&C: %

LEVERAGED: %

INTERNAL RATE OF RETURN:

F&C: %

LEVERAGED: %

PREFERRED OR GUARANTEED % TO : % CUMULATIVE: Y N

10 YR CASH FLOW ASSUMPTIONS:

ANNUAL INFLATION RATE: %

RESIDUAL CAPITALIZATION RATE: %

CLOSING COST AS % OF SALE PRICE: %

OFFICE MARKET RENT: $ /SF/MO.

RETAIL MARKET RENT: $ /SF/MO.

VACANCY FACTOR: %

TENANT IMPROVEMENT COST: $ /SF (NEW TENANTS)

$ /SF (RENEWALS)

LEASING COMMISSIONS: %

LENGTH (YEARS) OF LEASE RENEWALS: YRS.

RENEWAL PROBABILITIES: %

VACANCY (MONTHS) BETWEEN LEASES: MO.

(ATTACHED PROJECTIONS DEVELOPED WITH ABOVE ASSUMPTIONS)

MARKET SUMMARY:

CURRENT OCCUPANCY: PHYSICAL % ECONOMIC %

ACQUISITION FEE: BASIS PTS. (FLAT FEE)

BASIS PTS. (BASE FEE) PLUS %

INCENTIVE FEE OVER % PREFERRED CUMULATIVE

REAL RATE OF RETURN.

OPERATING FEES: ASSET MANAGEMENT:

DEVELOPMENT:

OTHER (SPECIFY):

RESIDUAL SPLIT: INVESTOR: %

OTHERS: (SPECIFY) : %

PERTINENT FACTORS: (RISKS, UPSIDE, KEY POINTS, ETC.)

INSPECTION DATE: BY WHOM:

COMMENTS:

RECOMMENDATION:

PROJECTED CLOSING COSTS: PROPERTY SPECIFIC: $

MISCELLANEOUS: $

PROJECTED CLOSING DATE:

EXPECTED CLOSING CONDITIONS:

DATE: SUBMITTED BY:

EXHIBIT B

CONFLICT OF INTEREST CERTIFICATE

This CONFLICT OF INTEREST CERTIFICATE ("Certificate") is given by ___________ ("Advisor") in favor of ___________("INVESTOR"), a public entity created pursuant to the laws of the State of _______, in accordance with that certain Agreement dated as of __________, ____, by and between _____________ and INVESTOR (the "Purchase Agreement"), in connection with the sale by _____________ of a certain parcel of real property located in ___________ County, _____________ known as ________________ (the "Property").

Advisor hereby represents, warrants, and covenants as follows:

1. No Interest In Property Or Benefit From Acquisition. Except as otherwise disclosed on the schedule attached hereto, neither Advisor, its affiliates or other related entities nor, to the best of its knowledge, any of its agents, officers or employees has received or will receive, directly or indirectly, any benefit from the Property, or from the sale of the Property, other than the fees set forth in the Purchase Agreement.

 

2. No Relationship With Purchaser. Except as disclosed in the Purchase Agreement or on the schedule attached hereto, neither Advisor, its affiliates, or other related entities nor, to the best of its knowledge, any of its agents, officers or employees, have any agreement or arrangement respecting the Property with the purchaser of the Property or with any broker or any other person or entity, nor do they have direct or indirect ownership interest in said purchaser or broker.

 

3. No knowledge of Conflicts Of Other Parties. Advisor has no knowledge that any member of INVESTOR or any INVESTOR employee has a direct or indirect economic interest in the property, or any purchaser or broker of the Property, or will directly or indirectly receive anything of substantial economic value for his or her private benefit from any advisor, broker, the Property, or otherwise relating to the transaction contemplated by the Purchase Agreement.

 

IN WITNESS WHEREOF, Advisor has executed this Certificate, and hereby certifies the foregoing to be true and correct, as of the ____ day of ________________, ____.

ADVISOR

______________________________

By:___________________________

Its:__________________________

EXHIBIT C

ADDENDUM FOR ASSET

MANAGEMENT SERVICES AND FEE SCHEDULES FOR INVESTMENTS

This Addendum, upon execution and delivery by ___________ ("INVESTOR") and ______________________________ ("Advisor"), shall be made a part of and incorporated into that certain Real Estate Advisory and Asset Management Agreement dated as of _________ (the "Advisory Agreement") by and between INVESTOR and Advisor.

INVESTOR, concurrently with the execution and delivery of this Addendum, has acquired fee simple title to the real property and the improvements located thereon described below (the "Property"). The Property shall be deemed, for purposes of determining the rights and obligations of INVESTOR and Advisor with respect to the Property under the Advisory Agreement, to be an Investment (as defined in the Advisory Agreement). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Advisory Agreement.

The purpose of this Addendum is (i) to confirm the understanding of INVESTOR and Advisor that Advisor shall be providing to INVESTOR asset management services pertaining to the Property in accordance with the terms of the Advisory Agreement, and (ii) to set forth Advisor's election as to the method of calculating the Asset Management Fee that will be due and payable to Advisor as compensation for the performance of the asset management services referenced above.

In furtherance thereof, INVESTOR and Advisor hereby agree as follows:

1. Property: ________________________________________________________.

 

2. Advisor, from and after the date hereof, shall provide asset management services relating to the Property in accordance with the terms and conditions of the Advisory Agreement.

3. The initial Advisor's Representatives (those of Advisor's personnel who shall be principally furnishing the asset management services for Advisor pertaining to the Property) are _________________________________.

4. The Asset Management Fee due and payable to Advisor for the asset management services it renders to INVESTOR relating to the Property shall be calculated using the formula set forth in Schedule 1 of the Advisory Agreement, unless a different formula for such calculation is set forth below, in which event the formula set forth below shall govern.

IN WITNESS WHEREOF, INVESTOR and Advisor have executed this Addendum as of the ___ day of _________, 199__.

INVESTOR:

By: ____________________________________

Its: ____________________________________

ADVISOR:

__________________________________________

By: ____________________________________

Its: ____________________________________

EXHIBIT D

MINIMUM GUIDELINES FOR ADVISOR'S CERTIFICATE OF VALUE

Each Certificate of Value shall contain the following information and otherwise shall be prepared in accordance with the Procedures Manual:

1. Property Summary,

 

A listing of pertinent information, including the property name, address, year of construction, effective valuation date, legal interest valued, building area and/or unit count, parking space count, and site area.

 

2. Property Analysis.

 

(a) A brief discussion of property's position within its market.

 

(b) A brief report on the immediate market area, especially with respect to features that will strongly influence value, whether positively or negatively. Highlight potential changes to features which influence value.

 

3. Market Analysis.

Survey of current supply and demand conditions for the subject property type in its market area. Report resultant rates of space absorption, vacancy rates, and rental rates. Supply should include existing competitive properties, as well as new development, whether planned or underway. Demand factors should include all pertinent factors, including, demographic and economic trends, major employment trends, etc.

 

4. Valuation Using Market Approach to Value.

(a) Analyze comparable sales. Up to three sales should be used, or provide explanation for less.

 

(b) Present the units of comparison, and document the explanation for each adjustment.

 

5. Valuation Using Income Approach to Value.

Present a discounted cash flow ("DCF") model which accounts for operating income, operating expenses, and reasonable capital expenditure estimates. The valuation must reflect historical operating factors such as rent concessions and leasing costs, including commissions and tenant improvements. Justify the values used in the DCF model for the exit capitalization rates, growth rates, and discount rates.

 

EXHIBIT E

INVESTOR SIGNATURE AUTHORITY

[See Attached]

SCHEDULE 1

FEE SCHEDULES

A. APARTMENT INVESTMENTS

As compensation to Advisor for providing such services for each Investment (which may be a portfolio of properties), Advisor shall be paid upon the following schedule.

 

1. Acquisition Fee

2. Asset Management Fee

3. Incentive Fee

4. Disposition or Refinancing Fee

B. INDUSTRIAL INVESTMENTS

As compensation to Advisor for providing such services for each Investment (which may be a portfolio of properties), Advisor shall be paid upon the following schedule.

 

Acquisition Fee

2. Asset Management Fee

3. Incentive Fee

4. Disposition or Refinancing Fee

 

C. OFFICE AND RETAIL INVESTMENTS

As compensation to Advisor for providing such services for each Investment (which may be a portfolio of properties), Advisor shall be paid upon the following schedule.

 

1. Acquisition Fee

2. Asset Management Fee

3. Incentive Fee

4. Disposition or Refinancing Fee

D. DEFINITIONS

1. "Effective Gross Income" for any calendar quarter shall mean all gross income earned from or in connection with an Investment for such quarter, including, without limitation, income resulting from rent of any kind or nature, earnings from joint ventures and interest from participating mortgage loans, less bad debt expense.

 

2. "Total Investment Revenue" for any calendar quarter shall mean all gross income earned from or in connection with an Investment for such quarter, including, without limitation, income resulting from rent of any kind or nature, earnings from joint ventures and interest from participating mortgage loans.

 

3. "Gross Investment Income" for each calendar quarter shall mean the Total Investment Revenue for such quarter, less all "Property Expenses" and "Owner's Expenses" (as described in the Accounting Manual) of the Investment (exclusive of expenditures for capital items) incurred during such quarter.

 

4. "Net Cash Flow" for each calendar quarter shall mean Gross Investment Income for such quarter (exclusive of interest expense, audit expenses and appraisal expenses), less one quarter (1/4) of an estimate of annual capital reserves jointly determined from time to time by Advisor and INVESTOR.

 

The determinations of revenue and expense shall be made on an accrual basis and in accordance with the procedures set forth in the Accounting Manual, with the exception of reserves approved by INVESTOR, which shall be determined prior to the acquisition of an Investment, and which may be redetermined each calendar year thereafter as part of the Operating Budget.