Sample Real Estate Investment Management Agreement (Page 3 of 7) in pdf

Sample Real Estate Investment Management Agreement Page 3

Investment Manager’s right to terminate:

Basis

Notice provision

Required transition services & fees

Investor’s right to terminate:

Notice provision & transition process for cause

Insolvency of Investment Manager

Material breach of contract, fiduciary duty

Sale, change in control of Investment Manager w/o Investor consent

Notice provision & transition process w/o cause

Treatment of unpaid fees in the event of termination

VII. Other Activities of Investment Manager

Acknowledgement of non-exclusivity of relationship

Requirement for rotation policy

Disclosure of conflicts of interest

Limitation on self-dealing (or trading among investor accounts)

VIII. ERISA/Tax Matters

ERISA provisions, if applicable

UBTI provisions

REOC status, if applicable

IX.

Applicable Law, Dispute Resolution

State of jurisdiction

Arbitration process, if applicable

No Assignment

No assignment of agreement or duties

XI.

Miscellaneous

Notices – legal addresses, acceptable forms and delivery options (e.g. facsimile, certified

mail, courier)

Counterparts

Severability

Submission of ADV form

Negotiated agreement

Non-waiver of rights

Contractor policy

Equal opportunity, minority contractor requirements

NCREIF Portfolio Management Committee

Page 3

February 19,2004

Sample Real Estate Investment Management Agreement Page 3