**Exhibit 10.1**

**ADVISORY AGREEMENT**

THIS ADVISORY AGREEMENT, dated as ofJune 7th, 2010, is between WELLS CORE OFFICE INCOMEREIT, INC., a Maryland corporation (the “Company”), and WELLS REAL ESTATE ADVISORY SERVICES III, LLC, a Georgia limited liability company (the “Advisor”). 

W I T N E S S E T H 

WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement on Form S-11 (No.333-163411) (the “Registration Statement”) covering the issuance of common stock; 

WHEREAS, theCompany intends to qualify as a REIT (as defined below), and intends to invest its funds in investments permitted by the terms of the Company’s Articles of Incorporation and Sections 856 through 860 of the Code (as defined below); 

WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and certainfacilities available to the Advisor and to have the Advisor undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Board of Directors of the Company all as provided herein; and

WHEREAS, the Advisor is willing to undertake to render such services, subject to the supervision of the Boardof Directors, on the terms and conditions hereinafter set forth. 

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

1. **Definitions.** As used in this Advisory Agreement (the “Agreement”), the following terms havethe definitions hereinafter indicated: 

*Acquisition Expenses*. Any and all expenses, excluding the feepayable to the Advisor pursuant to Section 8(b), incurred by the Company, the Advisor, or any Affiliate of either in connection with the selection, acquisition, origination or development of any Property, Loan or other Permitted Investmentwhether or not acquired, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, and title insurancepremiums. 

*Acquisition Fees*. Any and all fees and commissions, exclusive of Acquisition Expenses, paidby any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Advisor) in connection with purchase, development, origination or construction of any Property, Loan or other PermittedInvestment. Included in the computation of such fees or commissions shall be any real estate commissions, acquisition fees, finder’s fees, selection fees, Development Fees, Construction Fees, nonrecurring management fees, loan fees, points, orany other fees or commissions of a similar nature. Excluded shall be 

Development Fees and Construction Fees paid to Persons not Affiliated with the Advisor in connection with the actual development and construction of a Property. 

*Adjusted Cost*. (A) As of any date of determination and until such time as the Company completes anAsset-based Valuation, the sum of: (a) other than with respect to Joint Ventures, the actual amount invested on behalf of the Company in Properties, Loans and other Permitted Investments as of the date of determination and (b) with respectto Joint Ventures, (1) the actual amount invested on behalf of the Company in the Joint Ventures as of the date of determination plus (2) the Company’s allocable share of capital improvements. 

(B) On and after such time as the Company completes an Asset-based Valuation, “Adjusted Cost” means, as of anydate of determination, the lesser of (1) the amount determined in accordance with paragraph (A) above or (2) the aggregate value of the Company’s interest in the Properties, Loans and other Permitted Investments and JointVentures as established in connection with the most recent Asset-based Valuation.****

*Advisor*.Wells Real Estate Advisory Services III, LLC, a Georgia limited liability company, any successor advisor to the Company, or any Person(s) to which Wells Real Estate Advisory Services III, LLC or any successor advisor subcontracts substantially allof its functions. 

*Affiliate or Affiliated*. An Affiliate of another Person includes only the following:(i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (ii) any Person directly or indirectly owning, controlling, or holding with the power to vote 10% or more of the outstandingvoting securities of such other Person; (iii) any legal entity for which such Person acts as an executive officer, director, trustee, or general partner; (iv) any Person 10% or more of whose outstanding voting securities are directly orindirectly owned, controlled, or held, with power to vote, by such other Person; and (v) any executive officer, director, trustee, or general partner of such other Person. An entity shall not be deemed to control or be under common control withan Advisor-sponsored program (or an Affiliate of an Advisor-sponsored program) unless (i) the entity owns 10% or more of the voting equity interests of such program or (ii) a majority of the board (or equivalent governing body) of suchprogram is comprised of Affiliates of the entity. 

*Appraised Value*. The “As Is” fair marketvalue according to an appraisal made by an Independent Appraiser. 

*Articles of Incorporation*. TheArticles of Incorporation of the Company under Title 2 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time. 

*Asset-based Valuation*. An estimate of the value of a share of the Company’s common stock approved by theBoard of Directors of the Company and based in part on an estimate of the value of the Company’s assets (as opposed to an estimate based solely on the most recent price paid for a share of the Company’s common stock in an offering of suchshares). 

*Asset Management Fee*. The Asset Management Fee payable to the Advisor as defined inSection 8(a). 

 

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*Asset Management Fee Percentage*. The Asset Management Fee Percentageequals 0.75%. 

*Average Invested Assets*. For a specified period, the average of the aggregate book valueof the assets of the Company invested, directly or indirectly, in Properties, Loans and other Permitted Investments secured by real estate before reserves for depreciation or bad debts or other similar non-cash reserves, computed by taking theaverage of such values at the end of each month during such period. 

*Board of Directors*or*Board*. The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors. 

*Bylaws*. The bylaws of the Company, as the same are in effect from time to time. 

*Capped O&O Expenses*. All Organizational and Offering Expenses other than selling commissions and the dealermanager fee as described under “Plan of Distribution” in the Registration Statement. 

*Cash fromFinancings*. Net cash proceeds realized by the Company from the financing of Property, Loans or other Permitted Investments or from the refinancing of any Company indebtedness. 

*Cash from Sales*. Net cash proceeds realized by the Company from the sale, exchange or other disposition of any ofits assets after deduction of all expenses incurred in connection therewith. Cash from Sales shall not include Cash from Financings. 

*Cash from Sales and Financings*. The total sum of Cash from Sales and Cash from Financings. 

*Code*. Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference toany 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*. Wells Core Office Income REIT, Inc., a corporation organized under the laws of the State of Maryland.

*Competitive Real Estate Commission*. A real estate or brokerage commission for the purchase or sale ofproperty which is reasonable, customary, and competitive in light of the size, type, and location of the property. 

*Conflicts Committee*. “Conflicts Committee” shall have the meaning set forth in the Articles ofIncorporation. 

*Construction Fee*. A fee or other remuneration for acting as general contractor and/orconstruction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitation on a Property. 

 

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*Contract Sales Price*. The total consideration received by the Companyfor the sale of a Property, Loan or other Permitted Investment. 

*Development Fee*. A fee for thepackaging of a Property, including negotiating and approving plans, and undertaking to assist in obtaining zoning and necessary variances and necessary financing for the Property, either initially or at a later date. 

*Director*. A member of the Board of Directors of the Company. 

*Disposition Fee*. The Disposition Fee as defined in Paragraph 8(d). 

*Distributions*. Any distributions of money or other property by the Company to owners of Shares, includingdistributions that may constitute a return of capital for federal income tax purposes. 

*Financing Fee*.The Financing Fee as defined in Paragraph 8(c). 

*Gross Proceeds*. The aggregate purchase price of allShares sold for the account of the Company through an Offering, without deduction for Organization and Offering Expenses. 

*Guaranteed Obligations*. The Guaranteed Obligations as defined in Paragraph 20. 

*Guarantor*. The Guarantor as defined in Paragraph 20. 

*Independent Appraiser*. A person or entity with no material current or prior business or personal relationship withthe Advisor or the Directors, who is engaged to a substantial extent in the business of rendering opinions regarding the value of assets of the type held by the Company, and who is a qualified appraiser of real estate as determined by the Board.Membership in a nationally recognized appraisal society such as the American Institute of Real Estate Appraisers (“M.A.I.”) or the Society of Real Estate Appraisers (“S.R.E.A.”) shall be conclusive evidence of such qualification.

*Invested Capital*. The amount calculated by multiplying the total number of Shares purchased bystockholders by the issue price, reduced by the portion of any Distribution that is attributable to Net Sales Proceeds and by any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for redemption of Shares. Forpurposes of calculating the Stockholders’ 8% Return, Invested Capital shall be determined for each day during the period for which the Stockholders’ 8% Return is being calculated net of (1) Distributions of Cash from Sales andFinancings, except to the extent such Distributions would be required to achieve a cumulative, non-compounded, annual return of 8%, and (2) Distributions other than from Cash from Sales and Financings to the extent such Distributions provide acumulative, non-compounded, annual return in excess of 8%, as all such amounts are computed on a daily basis based on a three hundred sixty-five day year. 

*Joint Venture*. Any joint venture, limited liability company or other Affiliate of the Company that owns, in wholeor in part on behalf of the Company, any Property, Loan or other Permitted Investment. 

 

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*Listing*. The listing of the Shares on a national securities exchangeor over-the-counter market. 

*Loans*. Mortgage loans and other types of debt financing investments madeby the Company or the Partnership, either directly or indirectly, including through ownership interests in a Joint Venture or partnership, and including, without limitation, mezzanine loans, B-notes, bridge loans, convertible mortgages, wraparoundmortgage loans, construction mortgage loans, loans on leasehold interests, and participations in such loans. 

*NASAA Guidelines*. The NASAA Statement of Policy Regarding Real Estate Investment Trusts as in effect on the datehereof. 

*Net Asset Value*. The excess of (i) the aggregate of the Adjusted Cost over (ii) theaggregate outstanding amount of debt of the Company, the Partnership, and the Joint Ventures (as adjusted for the Company’s interest in such Joint Ventures) and any accrued interest thereon (excluding debt borrowed for purposes other thanacquiring or refinancing Properties). 

*Net Income*. For any period, the total revenues applicable tosuch period, less the total expenses applicable to such period excluding additions to reserves for depreciation, bad debts or other similar non-cash reserves; provided, however, Net Income for purposes of calculating total allowable OperatingExpenses (as defined herein) shall exclude the gain from the sale of the Company’s assets. 

*Net SalesProceeds*. In the case of a transaction described in clause (i) (A) of the definition of Sale, the proceeds of any such transaction less the amount of all real estate commissions and closing costs paid by the Company. In the case of atransaction described in clause (i) (B) of such definition, Net Sales Proceeds means the proceeds of any such transaction less the amount of any legal and other selling expenses incurred in connection with such transaction. In the case ofa transaction described in clause (i) (C) of such definition, Net Sales Proceeds means the proceeds of any such transaction actually distributed to the Company from the joint venture. In the case of a transaction described in clause(ii) of the definition of Sale, Net Sales Proceeds means the proceeds of such transaction or series of transactions less all amounts generated thereby and reinvested in one or more Properties within 180 days thereafter and less the amount ofany real estate commissions, closing costs, and legal and other selling expenses incurred by or allocated to the Company in connection with such transaction or series of transactions. Net Sales Proceeds shall not include any reserves established bythe Company in its sole discretion. 

*Offering*. Any offering of Shares that is registered with the SEC,excluding Shares offered under any employee benefit plan. 

*Operating Expenses*. All costs and expensesincurred by the Company, as determined under generally accepted accounting principles, which in any way are related to the operation of the Company or to Company business, including fees paid to the Advisor, but excluding (i) the expenses ofraising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration, and other fees, printing and other such expenses and tax incurred in connection with the issuance, distribution,transfer, registration and Listing of 

 

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the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad loan reserves, (v) incentive fees paid in compliancewith Section IV.F. of the NASAA Guidelines and (vi) Acquisition Fees, Acquisition Expenses, real estate commissions on resale of property, and other expenses connected with the acquisition, disposition, and ownership of real estate interests,mortgage loans or other property (such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair and improvement of property). 

*Organization and Offering Expenses*. All expenses incurred by and to be paid from the assets of the Company inconnection with and in preparing the Company for registration of and subsequently offering and distributing its Shares to the public, which may include but are not limited to, total underwriting and brokerage discounts and commissions (includingfees of the underwriters’ attorneys); expenses for printing, engraving and mailing; salaries of employees while engaged in sales activity; charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts; and expensesof qualification of the sale of the securities under Federal and State laws, including taxes and fees, accountants’ and attorneys’ fees. 

*Partnership*. Wells Core Office Income Operating Partnership, L.P., a Delaware limited partnership formed to ownand operate properties on behalf of the Company. 

*Permitted Investments*. All investments (other thanProperties and Loans) in which the Company acquires an interest, either directly or indirectly, including through ownership interests in a Joint Venture or partnership, pursuant to its Articles of Incorporation, Bylaws and the investment objectivesand policies adopted by the Board from time to time, other than short-term investments acquired for purposes of cash management. 

*Person*. An individual, corporation, partnership, estate, trust (including a trust qualified underSection 401(a) or 501(c) (17) of the Code), 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 ofSection 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities ExchangeAct of 1934, as amended. 

*Property or Properties*. Any real property or properties transferred orconveyed to the Company or the Partnership, either directly or indirectly, and/or any real property or properties transferred or conveyed to a Joint Venture or partnership in which the Company is, directly or indirectly, a co-venturer or partner.

*Property Manager*. Any entity that has been retained to perform and carry out at one or more of theProperties property management services, excluding persons, entities or independent contractors retained or hired to perform facility management or other services or tasks at a particular Property, the costs for which are passed through to andultimately paid by the tenant at such Property. 

*REIT*. A “real estate investment trust” underSections 856 through 860 of the Code. 

 

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*Sale or Sales.* (i) Any transaction or series of transactionswhereby: (A) the Company or the Partnership sells, grants, transfers, conveys, or relinquishes its ownership of any Property, Loan or other Permitted Investment or portion thereof, including the transfer of any Property that is the subject of aground lease, and including any event with respect to any Property, Loan or other Permitted Investment that gives rise to a significant amount of insurance proceeds or condemnation awards; (B) the Company or the Partnership sells, grants,transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company or the Partnership in any Joint Venture or partnership in which it is, directly or indirectly, a co-venturer or partner; or (C) anyJoint Venture or partnership (in which the Company or the Partnership is, directly or indirectly, a co-venturer or partner) sells, grants, transfers, conveys, or relinquishes its ownership of any Property, Loan or other Permitted Investment orportion thereof, including any event with respect to any Property, Loan or other Permitted Investment that gives rise to insurance claims or condemnation awards, but (ii) not including any transaction or series of transactions specified inclause (i) (A), (i) (B), or (i) (C) above in which the proceeds of such transaction or series of transactions are reinvested in one or more Properties, Loans or other Permitted Investments within 180 days thereafter. 

*Shares*. The Company’s shares of common stock, par value $0.01 per share. 

*Stockholders*. The registered holders of the Shares. 

*Stockholders’ 8% Return* means, as of any date, an aggregate amount equal to an 8% cumulative, non-compounded,annual return on Invested Capital (calculated like simple interest on a daily basis based on a three hundred sixty-five day year). 

*Subordinated Incentive Fee*. The fee payable to the Advisor under certain circumstances if the Shares are listed ona national securities exchange or over-the-counter market as defined in Paragraph 8(f). 

*SubordinatedIncentive Fee Threshold*. The Subordinated Incentive Fee Threshold as defined in Paragraph 8(f). 

*Subordinated Performance Fee Due Upon Termination*. Subordinated Performance Fee Due Upon Termination means a feeequal to (1) 15% of the amount, if any, by which (a) the Appraised Value of the Company’s Properties at the Termination Date, less amounts of all indebtedness secured by the Company’s Properties, plus the fair market value of allother Loans and Permitted Investments of the Company at the Termination Date, less amounts of indebtedness related to such Loans and Permitted Investments, plus total Distributions (excluding any stock dividend and Distributions paid on Shares thathave been redeemed by the Company) through the Termination Date exceeds (b) the sum of Invested Capital plus total Distributions required to be made to the stockholders in order to pay the Stockholders’ 8% Return from inception through theTermination Date to then existing Stockholders less (2) any prior payment to the Advisor of a Subordinated Share of Net Sales Proceeds. For the purpose of the foregoing calculations, all asset values and liabilities shall be adjusted to excludethe portion of such amounts allocable to minority interest holders not otherwise considered in the calculation in the value of Joint Ventures. 

 

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*Subordinated Performance Fee Due Upon Termination Threshold.*Subordinated Performance Fee Due Upon Termination Threshold means an amount equal to the sum of Invested Capital plus total Distributions required to be made the stockholders in order to pay the Stockholders’ 8% Return from inceptionthrough the Termination Date to then existing Stockholders. 

*Subordinated Share of Net Sales Proceeds*.The Subordinated Share of Net Sales Proceeds as defined in Paragraph 8(e). 

*Subordinated Share of Net SalesProceeds Threshold*. The Subordinated Share of Net Sales Proceeds Threshold as defined in Paragraph 8(e). 

*Termination Date*. The date of termination of the Agreement. 

*2%/25% Guidelines*. The requirement pursuant to the NASAA Guidelines that, in any 12-month period, total OperatingExpenses not exceed the greater of 2% of the Company’s Average Invested Assets during such 12-month period or 25% of the Company’s Net Income over the same 12-month period. 

2. **Appointment.**The Company hereby appoints the Advisor to serve as its advisor and asset manager on theterms and conditions set forth in this Agreement, and the Advisor hereby accepts such appointment. 

3.**Duties and Authority of the Advisor.**The Advisor undertakes to use its reasonable efforts (1) to present to the Company potential investment opportunities to provide a continuing and suitable investment program consistent with(i) the investment objectives and policies of the Company as determined and adopted from time to time by the Board and (ii) the investment allocation method described at Section 11(b) of this agreement and (2) to manage,administer, promote, maintain, and improve the Properties on an overall portfolio basis in a diligent manner. The services of the Advisor are to be of scope and quality not less than those generally performed by professional asset managers of othersimilar property portfolios. The Advisor shall make available the full benefit of the judgment, experience and advice of the members of the Advisor’s organization and staff with respect to the duties it will perform under this Agreement. TheAdvisor shall also obtain Property Managers, which may include Affiliates of the Advisor, to manage, promote, and lease the Properties. To facilitate the Advisor’s performance of these undertakings, but subject to the restrictions included inParagraphs 4 and 7 and to the continuing and exclusive authority of the Board over the management of the Company and the Partnership, the Company hereby delegates to the Advisor the authority to, and the Advisor hereby agrees to, either directly orby engaging an Affiliate: 

(a) serve as the Company’s investment and financial advisor andprovide research and economic and statistical data in connection with the Company’s assets and investment policies; 

(b) provide the daily management of the Company and perform and supervise the various administrativefunctions reasonably necessary for the management of the Company; 

(c) maintain and preservethe books and records of the Company, including a stock ledger reflecting a record of the Stockholders and their ownership of the Company’s Shares and 

 

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acting as transfer agent for the Company’s Shares and maintaining the accounting and other record-keeping functions at the asset and Company levels; 

(d) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons asthe Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrowagents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons actingin any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; 

(e) consult with the officers and the Board of the Company and assist the Board in the formulation andimplementation of the Company’s financial policies, and, as necessary, furnish the Board with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and inconnection with any borrowings proposed to be undertaken by the Company; 

(f) oversee theperformance by the Property Managers of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance; 

(g) oversee the performance by the loan servicers of their duties, including collection, and other loanadministration services; 

(h) conduct periodic on-site property visits to some or all (as theAdvisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance of the related Property Manager of its duties; 

(i) review, analyze and comment upon the operating budgets, capital budgets and leasing plans prepared andsubmitted by each Property Manager and aggregate these property budgets into the Company’s overall budget; 

(j) review and analyze on-going financial information pertaining to each Property, Loan and otherPermitted Investment and the overall portfolio of Properties, Loans and other Permitted Investments; 

(k) formulate and oversee the implementation of strategies for the administration, promotion, management,operation, maintenance, improvement, financing and refinancing, marketing, leasing, and disposition of Properties, Loans and other Permitted Investments on an overall portfolio basis; 

(l) subject to the provisions of Paragraphs 3(m) and 4 hereof, (i) locate, analyze and selectpotential investments in Properties, Loans and other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Loans and other Permitted Investments will be made;(iii) make investments in Properties, Loans and other Permitted Investments on behalf of the Company or the Partnership 

 

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in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and disposeof, reinvest the proceeds from the sale of, or otherwise deal with the investments in, any Property, Loan or other Permitted Investment; (v) enter into leases and service contracts, as applicable, for each Property, Loan or other PermittedInvestment including oversight of Affiliated companies that perform property management services or loan servicing for the Company; (vi) oversee non-affiliated property managers and loan servicers and other non-affiliated Persons who performservices for the Company; and (vii) to the extent necessary, perform all other operational functions for the maintenance and administration of such Property, Loan or other Permitted Investment; 

(m) obtain the prior approval of the Board for any and all investments in Properties, Loans and otherPermitted Investments (as well as any financing acquired by the Company or the Partnership in connection with such investment); 

(n) if a transaction requires approval by the Board of Directors, deliver to the Board of Directors alldocuments required by them to properly evaluate the proposed investment in the Property, Loan or other Permitted Investment; 

(o) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, andnegotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting asbroker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; 

(p) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerningthe value of investments or contemplated investments of the Company in Properties, Loans and other Permitted Investments; 

(q) from time to time, or at any time reasonably requested by the Board, provide information or makereports to the Board related to its performance of services to the Company under this Agreement; 

(r) from time to time, or at any time reasonably requested by the Board, make reports to the Board of theinvestment opportunities it has presented to other Advisor-sponsored programs or that it has pursued directly or through an Affiliate; 

(s) provide the Company with all necessary cash management services; 

(t) deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection withthe investments in Properties, Loans and other Permitted Investments; 

(u) notify the Board ofall proposed material transactions before they are completed; 

(v) at the direction of Companymanagement, prepare the Company’s periodic reports and other filings made under the Securities Exchange Act of 1934, as amended, and the Company’s Post-Effective Amendments to the Registration Statement as well as all related

 

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prospectuses, prospectus supplements and supplemental sales literature and assist in connection with the filing of such documents with the appropriate regulatory authorities; and 

(w) do all things necessary to assure its ability to render the services described in this Agreement.

4. **Modification or Revocation of Authority of Advisor.**The Board may, at any time upon thegiving of notice to the Advisor, modify or revoke the authority or approvals set forth in Paragraph 3, provided however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investmenttransactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification. 

5. **Bank Accounts**. The Advisor may establish and maintain one or more bank accounts in its own name for theaccount of the Company or in the name of the Company and may collect and deposit into any such account or accounts, and disburse from any such account or accounts, any money on behalf of the Company, under such terms and conditions as the Board mayapprove, provided that no funds shall be commingled with the funds of the Advisor; and the Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and to the auditors of the Company. 

6. **Records; Access**. The Advisor shall maintain appropriate records of all its activities hereunder and makesuch records available for inspection by the Board and by counsel, auditors and authorized agents of the Company, at any time or from time to time during normal business hours. The Advisor shall at all reasonable times have access to the books andrecords of the Company. 

7. **Limitations on Activities**. Anything else in this Agreement to thecontrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under theInvestment Company Act of 1940, as amended, or (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, its Shares or its other securities, or the Articles ofIncorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such actionuntil it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, itsdirectors, officers, employees and stockholders, and stockholders, directors and officers of the Advisor’s Affiliates shall not be liable to the Company or to the Board or stockholders for any act or omission by the Advisor, its directors,officers or employees, or stockholders, directors or officers of the Advisor’s Affiliates except as provided in Paragraphs 18 and 19 of this Agreement. 

 

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8. **Fees**. 

(a) *Asset Management Fee*. Subject to the overall limitations contained below in thisSection 8(a), commencing on the date hereof, the Advisor shall be paid for the asset management services included in the services described in Section 3 a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfthof the product of the Asset Management Fee Percentage multiplied by the Adjusted Cost calculated on the last day of each preceding month.****For purposes of clarity, the Asset Management Fee payment due in January 2011 will be based onDecember 31, 2011 Adjusted Cost amounts. 

(b) *Acquisition Fees*. The Advisor shallreceive, as compensation for services rendered in connection with the investigation, selection and acquisition (by purchase, investment or exchange) of Properties, Loans and other Permitted Investments, Acquisition Fees in an amount equal to 2.0% ofGross Proceeds, payable by the Company upon the Company’s receipt of Gross Proceeds; provided that upon termination of this Agreement, the Advisor will be obligated to reimburse the Company for any Acquisition Fee that has not been allocated tothe purchase price of Company Properties, Loans and other Permitted Investments as provided for in Section 8.7 of the Articles of Incorporation. 

(c) *Financing Fee*. In the event of any debt financing obtained (whether or not drawn), acquired orotherwise assumed by or for the Company, the Company will pay to the Advisor an annual fee (a “Financing Fee”) equal to (i) 0.20% of the amount available under the financing at the Company, Partnership, or any direct or indirectsubsidiary level and (ii) 0.20% of the portion that is attributable to the Company’s direct or indirect investment in a Joint Venture or partnership in which the Company or the Partnership is, directly or indirectly, a co-venturer orpartner. The Financing Fee includes the reimbursement of the specified cost incurred by the Advisor of engaging third parties to source debt financing, and nothing herein shall prevent the Advisor from entering fee-splitting arrangements with thirdparties with respect to the Financing Fee. Notwithstanding the annual nature of the fee, in no event will the Company pay an aggregate amount of more than 0.50% (or, in the case of a Joint Venture, the portion of 0.50% attributable to theCompany’s investment in the Joint Venture) of the amount available under the financing or any refinancing of any particular financing. 

(d) *Disposition Fee*. If the Advisor or an Affiliate provides a substantial amount of the services(as determined by the Conflicts Committee) in connection with the Sale of one or more Properties, Loans or other Permitted Investments, the Advisor or such Affiliate shall receive at closing a Disposition Fee of up to 3.0% of the sales price of suchProperty, Loan or other Permitted Investment. Any Disposition Fee payable under this section may be paid in addition to real estate commissions paid to non-Affiliates, provided that (i) if a non-Affiliate receives a real estate commission, thenthe Advisor or Affiliate thereof may not receive more than such non-Affiliate and (ii) the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company for each Property disposed of shall not exceed anamount equal to the lesser of (A) 6.0% of the aggregate Contract Sales Price of each Property or (B) the Competitive Real Estate Commission for each Property. 

(e) *Subordinated Share of Net Sales Proceeds*. The Subordinated Share of Net Sales Proceeds shall bepayable to the Advisor in an amount equal to 15% of Net Sales Proceeds 

 

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remaining after the Stockholders have received Distributions equal to the sum of the Stockholders’ 8% Return and 100% of Invested Capital (this sum is the “Subordinated Share of NetSale Proceeds Threshold”). Following Listing, no Subordinated Share of Net Sales Proceeds will be paid to the Advisor. 

(f) *Subordinated Incentive Fee*. Upon Listing, the Advisor shall be entitled to the SubordinatedIncentive Fee in an amount equal to 15.0% of the amount by which (i) the market value of the outstanding stock of the Company, measured by taking the average closing price or average of bid and asked price, as the case may be, over a period of30 days during which the Shares are traded, with such period beginning 180 days after Listing (the “Market Value”), plus the total of all Distributions paid to then existing Stockholders from the Company’s inception until the datethat Market Value is determined, exceeds (ii) the sum of (A) 100% of Invested Capital, and (B) the total Distributions required to be paid to the then existing Stockholders in order to pay the Stockholders’ 8% Return frominception through the date Market Value is determined (the sum of (A) and (B) is the “Subordinated Incentive Fee Threshold”). The Advisor shall have the option to receive such fee in the form of cash (subject to availability),Shares, a promissory note to be negotiated in light of then existing market conditions or any combination of the foregoing. The Subordinated Incentive Fee will be reduced by the amount of any prior payment to the Advisor of a Subordinated Share ofNet Sales Proceeds. In the event the Subordinated Incentive Fee is paid to the Advisor following Listing, no other performance fee or Subordinated Share of Net Sales Proceeds, including the Subordinated Performance Fee Due Upon Termination, will bepaid to the Advisor. 

(g) *Changes to Fee Structure*. The Advisor and the Company shallnot agree to increase the Acquisition Fee or reduce the Subordinated Share of Net Sale Proceeds Threshold, the Subordinated Incentive Fee Threshold, or the Subordinated Performance Fee Due Upon Termination Threshold without the approval of theStockholders. In the event of Listing, the Company and the Advisor shall negotiate in good faith to establish a fee structure appropriate for a perpetual-life entity. 

9. **Expenses**. 

(a) *Reimbursable Expenses*. In addition to the compensation paid to the Advisor pursuant toParagraph 8 hereof, the Company shall pay directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor (to the extent not reimbursable by another party, such as the dealer manager) in connection with the services itprovides to the Company pursuant to this Agreement, including, but not limited to: 

(i) theOrganization and Offering Expenses; provided, however, that within 60 days after the end of the month in which an Offering terminates, the Advisor shall reimburse the Company to the extent (i) Capped O&O Expenses borne by the Company exceed2.0% of the Gross Proceeds raised in a completed offering and (ii) Organization and Offering Expenses borne by the Company exceed 15% of the Gross Proceeds raised in a completed Offering; 

 

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(ii) Acquisition Fees and Acquisition Expenses payable tounaffiliated Persons incurred in connection with the selection and acquisition of Properties, Loans and other Permitted Investments; 

(iii) the actual cost of goods and services used by the Company and obtained from entities not affiliatedwith the Advisor; 

(iv) interest and other costs for borrowed money, including discounts,points and other similar fees; 

(v) taxes and assessments on income or assets and taxes as anexpense of doing business; 

(vi) costs associated with insurance required in connection withthe business of the Company or by the Board; 

(vii) expenses of managing and operatingProperties, Loans and other Permitted Investments owned by the Company, whether payable to an Affiliate of the Company or a non-affiliated Person; 

(viii) all expenses in connection with payments to the Board and meetings of the Board and Stockholders;

(ix) expenses associated with Listing or with the issuance and distribution of securitiesother than the Shares, such as selling commissions and fees, advertising expenses, taxes, legal and accounting fees, listing and registration fees; 

(x) expenses connected with payments of Distributions in cash or otherwise made or caused to be made bythe Company to the Stockholders; 

(xi) expenses of organizing, redomesticating, merging,liquidating or dissolving the Company or of amending the Articles of Incorporation or the Bylaws; 

(xii) expenses of maintaining communications with Stockholders, including the cost of preparation,printing, and mailing annual reports and other Stockholder reports, proxy statements and other reports required by governmental entities; 

(xiii) administrative service expenses, including all costs and expenses incurred by Advisor in fulfillingits duties hereunder. Such costs and expenses may include reasonable wages and salaries and other employee-related expenses of all employees of Advisor who are engaged in the management, administration, operations, and marketing of the Company,including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses which are directly related to their services provided hereunder; and 

(xiv) audit, accounting and legal fees. 

 

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Notwithstanding the foregoing, no reimbursement shall be made for costs ofpersonnel of the Advisor or its Affiliates to the extent that such personnel perform services for which the Advisor receives the Acquisition Fee or the Disposition Fee. 

(b) *Other Services*. Should the Board request that the Advisor or any director, officer or employeethereof render services for the Company other than set forth in Paragraph 3, such services shall be separately compensated at such rates and in such amounts as are agreed by the Advisor and the Conflicts Committee, subject to the limitationscontained in the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this Agreement. 

(c) *Timing of and Limitations on Reimbursements*. 

(i) Expenses incurred by the Advisor on behalf of the Company and payable pursuant to this Paragraph 9shall be reimbursed no less than monthly to the Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter, and shall deliver such statement to the Company within 45 days after the end of each quarter.

(ii) Notwithstanding anything else in this Section 9 to the contrary, the expensesenumerated in Section 9 shall not become reimbursable to the Advisor unless and until the Company has raised $2.5 million in an offering. 

(iii) The Company shall not reimburse the Advisor at the end of any fiscal quarter Operating Expensesthat, in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2% of Average Invested Assets or 25% of Net Income (the “2%/25% Guidelines”) for such year unlessthe Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors which the Conflicts Committee deems sufficient. If the Conflicts Committee does not approve such excess as being so justified, any ExcessAmount paid to the Advisor during a fiscal quarter shall be repaid to the Company. If the Conflicts Committee determines such excess was justified, then within 60 days after the end of any fiscal quarter of the Company for which total reimbursedOperating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Conflicts Committee, shall send to the stockholders a written disclosure of such fact, together with an explanation of the factors theConflicts Committee considered in determining that such excess expenses were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board of Directors. All figures used in the foregoingcomputation shall be determined in accordance with generally accepted accounting principles applied on a consistent basis. 

10. **Fidelity Bond**. The Advisor shall maintain a fidelity bond for the benefit of the Company which bondshall insure the Company from losses of up to $10,000,000 and shall be of the type customarily purchased by entities performing services similar to those provided to the Company by the Advisor. 

 

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11. **Other Activities of the Advisor**. 

(a) *General*. Nothing herein contained shall prevent the Advisor from engaging in other activities,including, without limitation, the rendering of advice to other Persons (including other REITs) and the management of other programs advised, sponsored or organized by the Advisor or its Affiliates; nor shall this Agreement limit or restrict theright of any director, officer, employee, or stockholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association. The Advisormay, with respect to any investment in which the Company is a participant, also render advice and service to each and every other participant therein. The Advisor shall report to the Board the existence of any condition or circumstance, existing oranticipated, of which it has knowledge, which creates or could create a conflict of interest between the Advisor’s obligations to the Company and its obligations to or its interest in any other partnership, corporation, firm, individual, trustor association. 

(b) *Policy with Respect to Allocation of Investment Opportunities*.Before the Advisor presents an investment opportunity that would in its judgment be suitable for the Company to another Advisor-sponsored program, the Advisor shall determine in its sole discretion that the investment opportunity is more suitablefor such other program than for the Company based on factors such as the following: the investment objectives and criteria of each program; the cash requirements and anticipated cash flow of each program; the size of the investment opportunity; theeffect of the acquisition on diversification of each program’s investments by type of commercial property, geographic area and tenant base; the estimated income tax effects of the purchase on each entity; the policies of each program relatingto leverage; the funds of each entity available for investment and the length of time such funds have been available for investment. In the event that an investment opportunity becomes available that is, in the sole discretion of the Advisor,equally suitable for both the Company and another Advisor-sponsored program, then the Advisor may offer the other program the investment opportunity if it has had the longest period of time elapse since it was offered an investment opportunity. TheAdvisor will use its reasonable efforts to fairly allocate investment opportunities in accordance with such allocation method and will promptly disclose any material deviation from such policy or the establishment of a new policy, which shall beallowed provided (1) the Board is provided with notice of such policy at least 60 days prior to such policy becoming effective and (2) such policy provides for the reasonable allocation of investment opportunities among such programs. TheAdvisor shall provide the Conflicts Committee with any information reasonably requested so that the Conflicts Committee can insure that the allocation of investment opportunities is applied fairly. Nothing herein shall be deemed to prevent theAdvisor or an Affiliate from pursuing an investment opportunity directly rather than offering it to the Company or another Advisor-sponsored program so long as the Advisor is fulfilling its obligation to present a continuing and suitable investmentprogram to the Company which is consistent with the investment policies and objectives of the Company. 

 

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12. **Relationship of Advisor and Company**. The Company and theAdvisor are not partners or joint venturers with each other, and nothing in this Agreement shall be construed to make them such partners or joint venturers or impose any liability as such on either of them. 

13. **Representations and Warranties**. 

(a) **Of the Company**. To induce the Advisor to enter into this Agreement, the Company herebyrepresents and warrants that: 

(i) The Company is a corporation, duly organized, validlyexisting and in good standing under the laws of the State of Maryland with all requisite corporate power and authority and all material licenses, permits and authorizations necessary to carry out the transactions contemplated by this Agreement.

(ii) The Company’s execution, delivery and performance of this Agreement have been dulyauthorized. This Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Company’s execution and delivery of this Agreement and its fulfillment of and compliancewith the respective terms hereof do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest,charge or encumbrance upon the assets of the Company pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of or (vi) require any authorization, consent,approval, exception or other action by or notice to any court or administrative or governmental body pursuant to, the Articles of Incorporation or Bylaws or any law, statute, rule or regulation to which the Company is subject, or any agreement,instrument, order, judgment or decree by which the Company is bound, in any such case in a manner that would have a material adverse effect on the ability of the Company to perform any of its obligations under this Agreement. 

(b) **Of the Advisor**. To induce the Company to enter into this Agreement, the Advisor represents andwarrants that: 

(i) The Advisor is a limited liability company, duly organized, validlyexisting and in good standing under the laws of the State of Georgia with all requisite limited liability company power and authority and all material licenses, permits and authorizations necessary to carry out the transactions contemplated by thisAgreement. 

(ii) The Advisor’s execution, delivery and performance of this Agreement havebeen duly authorized. This Agreement constitutes a valid and binding obligation of the Advisor, enforceable against the Advisor in accordance with its terms. The Advisor’s execution and delivery of this Agreement and its fulfillment of andcompliance with the respective terms hereof do not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, securityinterest, charge or encumbrance upon the Advisor’s assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, (v) result in a violation of or (vi) require any authorization,consent, 

 

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approval, exemption or other action by or notice to any court or administrative or governmental body pursuant to, the Advisor’s articles of organization or operating agreement, or any law,statute, rule or regulation to which the Advisor is subject, or any agreement, instrument, order, judgment or decree by which the Advisor is bound, in any such case in a manner that would have a material adverse effect on the ability of the Advisorto perform any of its obligations under this Agreement. 

(iii) The Advisor has received copiesof the Articles of Incorporation, Bylaws, and the Registration Statement and of the Partnership’s limited partnership agreement and is familiar with the terms thereof, including without limitation the investment limitations included therein.Advisor warrants that it will use reasonable care to avoid any act or omission that would conflict with the terms of the Articles of Incorporation, Bylaws, the Registration Statement, or the Partnership’s limited partnership agreement in theabsence of the express direction of the Conflicts Committee. 

14. **Term; Termination ofAgreement**. This Agreement shall continue in force until the first anniversary of the date hereof, subject to an unlimited number of successive one-year renewals upon mutual consent of the parties. The Company, acting through the Board, willevaluate the performance of the Advisor annually before renewing the Agreement, and each such renewal shall be for a term of no more than one year. 

15. **Termination by Either Party**. This Agreement may be terminated upon 60 days written notice without causeor penalty, by either party (by majority of the Conflicts Committee or a majority of the Board of Directors of the Advisor, as the case may be). The provisions of Sections 1, 6, 7, 12, and 17 through 30 survive termination of this Agreement.

16. **Assignment to an Affiliate**. This Agreement may be assigned by the Advisor to an Affiliatewith the approval of a majority of the Conflicts Committee, which approval shall not be unreasonably withheld or delayed. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of theBoard. This Agreement shall not be assigned by the Company without the consent of the Advisor, except in the case of an assignment by the Company to a corporation or other organization which is a successor to all of the assets, rights andobligations of the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound by this Agreement. 

17. **Payments to and Duties of Advisor upon Termination**. 

(a) After the Termination Date, the Advisor shall not be entitled to compensation for further serviceshereunder except it shall be entitled to receive from the Company within 30 days after the effective date of such termination the following: 

(i) all unpaid reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior totermination of this Agreement; and 

(ii) the Subordinated Performance Fee Due Upon Termination,provided that no Subordinated Performance Fee Due Upon Termination will be paid if the Company has paid or is obligated to pay the Subordinated Incentive Fee. 

 

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(b) The Advisor shall promptly upon termination: 

(i) pay over to the Company all money collected and held for the account of the Company pursuant to thisAgreement, after deducting any accrued compensation and reimbursement for its expenses to which it is then entitled; 

(ii) deliver to the Board a full accounting, including a statement showing all payments collected by itand a statement of all money held by it, covering the period following the date of the last accounting furnished to the Board; 

(iii) deliver to the Board all assets, including Properties, Loans and other Permitted Investments, anddocuments of the Company then in the custody of the Advisor; and 

(iv) cooperate with theCompany to provide an orderly management transition. 

18. **Indemnification by the Company**. TheCompany shall indemnify and hold harmless the Advisor and its Affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages or losses arising in the performance of their duties hereunder, andrelated expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, subject to any limitations imposed by the laws of the State of Marylandor the Articles of Incorporation. Notwithstanding the foregoing, the Advisor shall not be entitled to indemnification or be held harmless pursuant to this Paragraph 18 for any activity which the Advisor shall be required to indemnify or holdharmless the Company pursuant to Paragraph 19. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from Stockholders. 

19. **Indemnification by Advisor**. The Advisor shall indemnify and hold harmless the Company from contract orother liability, claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred byreason of the Advisor’s bad faith, fraud, willful misfeasance, misconduct, or reckless disregard of its duties. 

20. **Parent Guarantee**. Wells Real Estate Funds, Inc., a Georgia corporation and the parent company of theAdvisor (the “**Guarantor**”), will in all respects guarantee the due and proper performance of the services to be provided under this Agreement by the Advisor, which guarantee shall extend to include any renewal or amendment to thisAgreement, provided Guarantor’s obligations are not materially increased by such renewal or amendment without the Guarantor’s consent, such consent not to be unreasonably withheld. If the Advisor fails to perform all or any of itsobligations, duties, undertakings, and covenants to provide services (collectively, the “**Guaranteed Obligations**”) under this Agreement (unless relieved from the performance of any part of this Agreement by statute, by the decisionof a court or tribunal of competent jurisdiction or by waiver of the Company), upon written notice from the Company, the Guarantor shall perform or cause to be performed such Guaranteed Obligations. This guarantee is a guarantee of performance ofthe Guaranteed Obligations and not of payment of any liabilities of the Advisor. The termination of the Advisor shall constitute a termination of 

 

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this guarantee. This guarantee will be applicable to and binding upon the successors and assigns of Guarantor. 

21. **Notices**. Any notice, report or other communication required or permitted to be given hereunder shall bein writing unless some other method of giving such notice, report or other communication is required by the Articles of Incorporation, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand or byovernight mail or other overnight delivery service to the addresses set forth herein: 

 

To the Board and to the Company:
  
Wells Core Office Income REIT, Inc.

6200 The Corners Parkway, Suite 250

Norcross,Georgia 30092

To the Advisor:
  
Wells Real Estate Advisory Services III, LLC

6200 The Corners Parkway, Suite 250

Norcross,Georgia 30092

Either party may at any time give notice in writing to the other party of achange in its address for the purposes of this Paragraph 21. 

22. **Modification**. This Agreementshall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by both parties hereto, or their respective successors or assignees, and any change or modification to this Agreement must bein accordance with Paragraph 8(g) hereof, to the extent applicable. 

23. **Severability**. Theprovisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid orunenforceable in whole or in part. 

24. **Construction**. The provisions of this Agreement shall beconstrued and interpreted in accordance with the laws of the State of Georgia. 

25. **EntireAgreement**. This Agreement contains the entire agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements andconditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of theterms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 

26.**Indulgences, Not Waivers**. Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise ofany right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed asa waiver of such right, remedy, power or privilege with respect to any other 

 

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occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. 

27. **Gender**. Words used herein regardless of the number and gender specifically used, shall be deemed andconstrued to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context requires. 

28. **Titles Not to Affect Interpretation**. The titles of paragraphs and subparagraphs contained in thisAgreement are for convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation hereof. 

29. **Execution in Counterparts**. This Agreement may be executed in any number of counterparts, each of whichshall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when the counterparts hereof, taken together, bearthe signatures of all of the parties reflected hereon as the signatories. 

30. **Name**. Wells RealEstate Advisory Services III, LLC and its Affiliates have a proprietary interest in the name “Wells.” Accordingly, and in recognition of this right, if at any time the Company ceases to retain Wells Real Estate Advisory Services III, LLC.or an Affiliate thereof to perform the services of Advisor, the Company will, promptly after receipt of written request from Wells Real Estate Advisory Services III, LLC, cease to conduct business under or use the name “Wells” or anyderivative thereof and the Company shall use its best efforts to change the name of the Company to a name that does not contain the name “Wells” or any other word or words that might, in the sole discretion of the Advisor, be susceptibleof indication of some form of relationship between the Company and the Advisor or any Affiliate thereof. Consistent with the foregoing, it is specifically recognized that the Advisor or one or more of its Affiliates has in the past and may in thefuture organize, sponsor or otherwise permit to exist other investment vehicles (including vehicles for investment in real estate) and financial and service organizations having “Wells” as a part of their name, all without the need for anyconsent (and without the right to object thereto) by the Company or its Board. 

*[Signatures appear on next page.]*

 

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IN WITNESS WHEREOF, the parties hereto have executed this Advisory Agreementas of the date and year first above written. 

 

WELLS CORE OFFICE INCOME REIT, INC.

By:
 
/s/ Douglas P. Williams

Name:
 
Douglas P. Williams

Title:
 
Executive Vice President

 

WELLS REAL ESTATE ADVISORY SERVICES III, LLC

By:
 
/s/ Douglas P. Williams

Name:
 
Douglas P. Williams

Title:
 
Executive Vice President

*[Signature Page to Advisory Agreement between Wells Core Office Income REIT, Inc. and Wells*

*Real Estate Advisory Services III, LLC]*