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Advisory Agreement

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Exhibit 10.8 ADVISORY AGREEMENTAmongHINES REIT PROPERTIES, L.P.,HINES ADVISORS LIMITED PARTNERSHIP,andHINES REAL ESTATE INVESTMENT TRUST, INC.June 26, 2006


TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 ARTICLE 2 APPOINTMENT 5 ARTICLE 3 DUTIES OF THE ADVISOR 5 3.01 Offering Services 5 3.02 Acquisition Services 6 3.03 Asset Management Services 7 3.04 Shareholder Services 10 ARTICLE 4 AUTHORITY OF ADVISOR 10 4.01 General 10 4.02 Powers of the Advisor 11 4.03 Approval by Directors 11 ARTICLE 6 RECORDS AND FINANCIAL STATEMENTS 12 ARTICLE 7 LIMITATION ON ACTIVITIES 13 ARTICLE 8 RELATIONSHIP WITH DIRECTORS AND OFFICERS 14 ARTICLE 9 FEES 14 9.01 Acquisition Fees 14 9.02 Asset Management Fees 15 ARTICLE 10 EXPENSES 15 10.01 General 15 10.02 Reimbursement to Advisor 18 10.03 Reimbursement to Company 18 ARTICLE 11 OTHER SERVICES 18 ARTICLE 12 RELATIONSHIP OF ADVISOR AND COMPANY; OTHER ACTIVITIES OF THE ADVISOR 19 12.01 Relationship 19 12.02 Time Commitment 20 12.03 Investment Opportunities and Allocation 20 ARTICLE 13 THE HINES NAME 20 ARTICLE 14 TERM AND TERMINATION OF THE AGREEMENT 21 14.01 Term 21 14.02 Termination by Either Party 21 14.03 Termination by the Company 22 14.04 Termination by the Advisor 22 14.05 Payments on Termination and Survival of Certain Rights and Obligations 22

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Page 14.06 Repurchase of Units 23 ARTICLE 15 ASSIGNMENT 24 ARTICLE 16 INDEMNIFICATION AND LIMITATION OF LIABILITY 24 16.01 Indemnification by the Company 24 16.02 Indemnification by the Advisor 25 16.03 Advisor' s Liability 26 ARTICLE 17 MISCELLANEOUS 28 17.01 Notices 28 17.02 Modification 28 17.03 Severability 29 17.04 Construction 29 17.05 Entire Agreement 29 17.06 Waiver 29 17.07 Gender 30 17.08 Titles Not to Affect Interpretation 30 17.09 Counterparts 30

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ADVISORY AGREEMENT This Advisory Agreement, dated as of June 26, 2006 is among Hines REIT Properties, L.P., a Delaware limited partnership, Hines Advisors Limited Partnership, a Texas limited partnership and Hines Real Estate Investment Trust, Inc., a Maryland corporation (the " Agreement" ).W I T N E S S E T H WHEREAS, the Company (as hereinafter defined) desires to avail itself of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Advisor (hereinafter defined) and to have the Advisor undertake the duties and responsibilities hereinafter set forth herein on the terms set forth in this Agreement; and WHEREAS, the Advisor is willing to undertake to render such services on the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree as follows:ARTICLE 1 DEFINITIONS The following defined terms used in this Advisory Agreement shall have the meanings specified below: " Acquisition Expenses" has the meaning set forth in the Articles of Incorporation. " Advisor" means (i) Hines Advisors Limited Partnership, a Texas limited partnership, or (ii) any successor advisor to the Company.


" Affiliate" has the meaning set forth in the Articles of Incorporation. For the purposes of this Agreement, the Advisor shall not be deemed to be an Affiliate of the Company, and vice versa. " Articles of Incorporation" means the Articles of Incorporation of the General Partner, as amended from time to time. " Asset" or " Assets" means any and all real estate investments (real, personal or otherwise), tangible or intangible, owned or held by, or for the account of, the Company, whether directly or indirectly through another entity or entities, including interests in any Person or in joint ventures which directly or indirectly own real estate investments. " Board of Directors" means the Board Directors of the General Partner. " Bylaws" means the bylaws of the General Partner, as amended from time to time. " Cash Amount" has the meaning set forth in the Limited Partnership Agreement. " Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. " Company" means Hines REIT Properties, L.P., a Delaware limited partnership. Within the context of discussions of the operations, business and administration of the Company, the term " Company" shall mean, collectively, Hines REIT Properties, L. P. and the General Partner for the purposes of this Agreement. " Director" means a member of the Board of Directors of the General Partner. " General Partner" means Hines Real Estate Investment Trust, Inc., a Maryland corporation and general partner of the Company.

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" Gross Proceeds" has the meaning set forth in the Articles of Incorporation. " Hines" means Hines Interests Limited Partnership and its Affiliates. " Independent Director" has the meaning set forth in the Articles of Incorporation. " Initial Asset Value" means (i) in the case of an Asset other than a mortgage loan, the gross purchase price of real estate investments acquired directly by the Company, including any debt attributable to such investments, or the pro rata share of the gross asset value of real estate investments held by entities in which the Company invests, and (ii) in the case of a mortgage loan, the total amount of the funds advanced. " Limited Partnership Agreement" means the Amended and Restated Limited Partnership Agreement of Hines REIT Properties, L.P., as the same may be amended and restated from time to time. " Managing Dealer" means Hines Real Estate Securities, Inc., a Delaware corporation, or such other entity selected by the Board of Directors to act as the managing dealer for the Offering. " Offering" means a public offering of Shares pursuant to any Prospectus. " Operating Expenses" has the meaning set forth in the Articles of Incorporation. " Organizational and Offering Expenses" has the meaning set forth in the Articles of Incorporation. " Participation Interest" has the meaning set forth in the Limited Partnership Agreement. " Person" means an individual, corporation, partnership, estate, trust, a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity.

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" Property Manager" means Hines Interests Limited Partnership, a Texas limited partnership, or an Affiliate thereof. " Property Management and Leasing Agreement" means any Property Management and Leasing Agreement between the Company and the Property Manager. " Prospectus" means the General Partner' s final prospectus for any public offering within the meaning of Section 2(10) of the Securities Act of 1933, as amended. " REIT" means a " real estate investment trust" under Sections 856 through 860 of the Code. " REIT Shares Amount" has the meaning set forth in the Limited Partnership Agreement. " Securities" means any class or series of units or shares of the Company or the General Partner, including common shares or preferred units or shares and any other evidences of equity or beneficial or other interests, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as " securities" or any certificates of interest, shares or participations in, temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to, purchase or acquire, any of the foregoing. " Shares" means shares of common stock of the General Partner, par value $.001 per share. " Shareholders" means the registered holders of the outstanding Shares. " Termination Date" means the date of termination of this Agreement. " 2%/25% Guidelines" has the meaning set forth in the Articles of Incorporation. " Units" has the meaning set forth in the Limited Partnership Agreement.

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ARTICLE 2 APPOINTMENT The Company hereby appoints the Advisor to serve as its advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment.ARTICLE 3 DUTIES OF THE ADVISOR The Advisor is responsible for managing, operating, directing and supervising the operations and administration of the Company and its Assets to the fullest extent allowed by law. The Advisor shall, either directly or by engaging an Affiliate or third party, perform the following duties: 3.01 Offering Services . The Advisor shall manage and supervise: (i) Development of the product offering, including the determination of the specific terms of the Securities to be offered by the General Partner and/or the Company, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents; (ii) Along with the Managing Dealer, approval of the participating broker dealers and negotiation of the related selling agreements; (iii) Coordination of the due diligence process relating to participating broker dealers and their review of any Prospectus and other Offering and Company documents; (iv) Preparation and approval of all marketing materials contemplated to be used by the Managing Dealer or others in the Offering of the General Partner' s Securities;

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(v) Along with the Managing Dealer, negotiation and coordination with the transfer agent for the receipt, collection, processing and acceptance of subscription agreements, commissions, and other administrative support functions; (vi) Creation and implementation of various technology and electronic communications related to the Offering of the General Partner' s Securities; and (vii) All other services related to organization of the Company or the Offering, whether performed and incurred by the Advisor or its Affiliates. 3.02 Acquisition Services . (i) Serve as the Company' s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company' s assets and investment objectives and policies; (ii) Subject to Section 4 hereof and the investment objectives and policies of the Company: (a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Assets will be made; (c) acquire Assets on behalf of the Company; and (d) arrange for financing related to acquisitions of Assets; (iii) Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work; (iv) Prepare reports regarding prospective investments which include recommendations and supporting documentation necessary for the Directors to evaluate the proposed investments;

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(v) Obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; and (vi) Negotiate and execute approved investments and other transactions. 3.03 Asset Management Services . (i) Real Estate Services: (a) Investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies and any and all Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services; (b) Negotiate and service the Company' s debt facilities and other financings; (c) Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company; (d) Monitor and evaluate the performance of investments of the Company; provide daily management services to the Company and perform

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and supervise the various management and operational functions related to the Company' s investments; (e) Coordinate with the Property Manager on its duties under any Property Management and Leasing Agreement and assist in obtaining all necessary approvals of major property transactions as governed by the applicable Property Management and Leasing Agreement; (f) Coordinate and manage relationships between the Company and any joint venture partners; (g) Consult with the officers and Directors of the General Partner and provide assistance with the evaluation and approval of potential property dispositions, sales or refinancings; (ii) Accounting and Other Administrative Services: (a) Manage and perform the various administrative functions necessary for the management of the day-to-day operations of the Company; (b) From time-to-time, or at any time reasonably requested by the Directors, make reports to the Directors on the Advisor' s performance of services to the Company under this Agreement; (c) Coordinate with the Company' s independent accountants and auditors to prepare and deliver to the General Partner' s audit committee an annual report covering the Advisor' s compliance with certain material aspects of this Advisory Agreement;

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(d) Provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company' s business and operations; (e) Provide financial and operational planning services and portfolio management functions; (f) Maintain accounting data and any other information requested concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (g) Maintain all appropriate books and records of the Company; (h) Provide tax and compliance services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; (i) Supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Assets; (j) Provide the Company with all necessary cash management services; (k) Manage and coordinate with the transfer agent the quarterly dividend process and payments to shareholders;

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(l) Consult with the officers and Directors of the General Partner and assist the Directors in evaluating and obtaining adequate insurance coverage based upon risk management determinations; (m) Provide the officers and Directors of the General Partner with timely updates related to the overall regulatory environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Sarbanes-Oxley Act of 2002; (n) Consult with the officers and Directors of the General Partner and the Board of Directors relating to the corporate governance structure and appropriate policies and procedures related thereto; and (o) Perform all reporting, record keeping, internal controls and similar matters in a manner to allow the General Partner to comply with applicable law including the Sarbanes-Oxley Act. 3.04 Shareholder Services . (i) Manage communications with shareholders, including answering phone calls, preparing and sending written and electronic reports and other communications; and (ii) Establish technology infrastructure to assist in providing shareholder support and service.ARTICLE 4 AUTHORITY OF ADVISOR 4.01 General . All rights and powers to manage and control the day-to-day business and affairs of the Company shall be vested in the Advisor to the fullest extent allowed by law.

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The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Advisor or the Company as it may from time to time deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to applicable law and the limitations on the rig
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