**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., aDelaware limited partnership, Hines Advisors Limited Partnership, a Texas limited partnership andHines 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 theAdvisor (hereinafter defined) and to have the Advisor undertake the duties and responsibilitieshereinafter 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 andconditions hereinafter set forth.     NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreementscontained herein, the parties hereto agree as follows:ARTICLE 1DEFINITIONS     The following defined terms used in this Advisory Agreement shall have the meanings specifiedbelow:     “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 thepurposes of this Agreement, the Advisor shall not be deemed to be an Affiliate of the Company, andvice versa.     “Articles of Incorporation” means the Articles of Incorporation of the GeneralPartner, as amended from time to time.     “Asset” or “Assets” means any and all real estate investments (real, personalor 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 anyPerson 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 anysuccessor statute thereto. Reference to any provision of the Code shall mean such provision as ineffect from time to time, as the same may be amended, and any successor provision thereto, asinterpreted by any applicable regulations as in effect from time to time.     “Company” means Hines REIT Properties, L.P., a Delaware limited partnership. Withinthe 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 thepurposes 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 Marylandcorporation 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 anydebt attributable to such investments, or the pro rata share of the gross asset value of realestate investments held by entities in which the Company invests, and (ii) in the case of amortgage loan, the total amount of the funds advanced.     “Limited Partnership Agreement” means the Amended and Restated Limited PartnershipAgreement of Hines REIT Properties, L.P., as the same may be amended and restated from time totime.     “Managing Dealer” means Hines Real Estate Securities, Inc., a Delaware corporation, orsuch other entity selected by the Board of Directors to act as the managing dealer for theOffering.     “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 ofIncorporation.     “Participation Interest” has the meaning set forth in the Limited PartnershipAgreement.     “Person” means an individual, corporation, partnership, estate, trust, a portion of atrust permanently set aside for or to be used exclusively for the purposes described in Section642(c) of the Code, association, private foundation within the meaning of Section 509(a) of theCode, joint stock company or other entity.
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     “Property Manager” means Hines Interests Limited Partnership, a Texas limitedpartnership, or an Affiliate thereof.     “Property Management and Leasing Agreement” means any Property Management and LeasingAgreement between the Company and the Property Manager.     “Prospectus” means the General Partner’s final prospectus for any public offeringwithin 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 theCode.     “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 theGeneral Partner, including common shares or preferred units or shares and any other evidences ofequity or beneficial or other interests, voting trust certificates, bonds, debentures, notes orother evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, orin general any instruments commonly known as “securities” or any certificates of interest, sharesor participations in, temporary or interim certificates for, receipts for, guarantees of, orwarrants, 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 pershare.     “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 2APPOINTMENT     The Company hereby appoints the Advisor to serve as its advisor on the terms and conditionsset forth in this Agreement, and the Advisor hereby accepts such appointment.ARTICLE 3DUTIES OF THE ADVISOR     The Advisor is responsible for managing, operating, directing and supervising the operationsand administration of the Company and its Assets to the fullest extent allowed by law. The Advisorshall, 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 specificterms of the Securities to be offered by the General Partner and/or the Company, preparationof all offering and related documents, and obtaining all required regulatory approvals ofsuch documents;     (ii) Along with the Managing Dealer, approval of the participating broker dealers andnegotiation of the related selling agreements;     (iii) Coordination of the due diligence process relating to participating brokerdealers 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 theManaging 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 transferagent 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 communicationsrelated 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 marketresearch and economic and statistical data in connection with the Company’s assets andinvestment objectives and policies;     (ii) Subject to Section 4 hereof and the investment objectives and policies of theCompany: (a) locate, analyze and select potential investments; (b) structure and negotiatethe terms and conditions of transactions pursuant to which investments in Assets will bemade; (c) acquire Assets on behalf of the Company; and (d) arrange for financing related toacquisitions of Assets;     (iii) Perform due diligence on prospective investments and create due diligence reportssummarizing the results of such work;     (iv) Prepare reports regarding prospective investments which include recommendationsand supporting documentation necessary for the Directors to evaluate the proposedinvestments;
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     (v) Obtain reports (which may be prepared by the Advisor or its Affiliates), whereappropriate, 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 conductbusiness with such Persons as the Advisor deems necessary to the proper performanceof its obligations hereunder, including but not limited to consultants, accountants,lenders, technical advisors, attorneys, brokers, underwriters, corporatefiduciaries, escrow agents, depositaries, custodians, agents for collection,insurers, insurance agents, developers, construction companies and any and allPersons acting in any other capacity deemed by the Advisor necessary or desirablefor 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 theAdvisor or its Affiliates) where appropriate, concerning the value of investments ofthe Company;          (d) Monitor and evaluate the performance of investments of the Company; providedaily management services to the Company and perform
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and supervise the variousmanagement and operational functions related to the Company’s investments;          (e) Coordinate with the Property Manager on its duties under any PropertyManagement and Leasing Agreement and assist in obtaining all necessary approvals ofmajor property transactions as governed by the applicable Property Management andLeasing Agreement;          (f) Coordinate and manage relationships between the Company and any jointventure partners;          (g) Consult with the officers and Directors of the General Partner and provideassistance 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 themanagement 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 theCompany under this Agreement;          (c) Coordinate with the Company’s independent accountants and auditors toprepare and deliver to the General Partner’s audit committee an annual reportcovering the Advisor’s compliance with certain material aspects of this AdvisoryAgreement;
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          (d) Provide or arrange for administrative services and items, legal and otherservices, office space, office furnishings, personnel and other overhead itemsnecessary and incidental to the Company’s business and operations;          (e) Provide financial and operational planning services and portfoliomanagement functions;          (f) Maintain accounting data and any other information requested concerning theactivities of the Company as shall be required to prepare and to file all periodicfinancial reports and returns required to be filed with the Securities and ExchangeCommission 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 thirdparties, including independent accountants and other consultants, on related taxmatters;          (i) Supervise the performance of such ministerial and administrative functionsas 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 dividendprocess and payments to shareholders;
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          (l) Consult with the officers and Directors of the General Partner and assistthe Directors in evaluating and obtaining adequate insurance coverage based uponrisk management determinations;          (m) Provide the officers and Directors of the General Partner with timelyupdates related to the overall regulatory environment affecting the Company, as wellas managing compliance with such matters, including but not limited to compliancewith the Sarbanes-Oxley Act of 2002;          (n) Consult with the officers and Directors of the General Partner and theBoard of Directors relating to the corporate governance structure and appropriatepolicies and procedures related thereto; and          (o) Perform all reporting, record keeping, internal controls and similarmatters in a manner to allow the General Partner to comply with applicable lawincluding the Sarbanes-Oxley Act.     3.04 Shareholder Services.     (i) Manage communications with shareholders, including answering phone calls, preparingand sending written and electronic reports and other communications; and     (ii) Establish technology infrastructure to assist in providing shareholder support andservice.ARTICLE 4AUTHORITY OF ADVISOR     4.01 General. All rights and powers to manage and control the day-to-day business and affairsof the Company shall be vested in the Advisor to the fullest extent allowed by law.
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The Advisorshall have the power to delegate all or any part of its rights and powers to manage and control thebusiness and affairs of the Company to such officers, employees, Affiliates, agents andrepresentatives of the Advisor or theCompany as it may from time to time deem appropriate. Any authority delegated by the Advisor toany other Person shall be subject to applicable law and the limitations on the rights and powers ofthe Advisor specifically set forth in this Agreement or the Articles of Incorporation.