EX-10.1






Exhibit 10.1




FORM OF ADVISORY AGREEMENT




AMONG




NORTHEND INCOME PROPERTY TRUST INC.,




NORTHEND OPERATING PARTNERSHIP LP




AND




NORTHEND REALTY ADVISORS LLC




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	1.	 	Definitions
	 	 	1	 
	2.	 	Appointment
	 	 	5	 
	3.	 	Duties of the Advisor
	 	 	6	 
	4.	 	Authority of Advisor
	 	 	8	 
	5.	 	Sub-Advisors
	 	 	9	 
	6.	 	Bank Accounts
	 	 	9	 
	7.	 	Records; Access
	 	 	9	 
	8.	 	Limitations on Activities
	 	 	9	 
	9.	 	Relationship with Directors
	 	 	10	 
	10.	 	Management Fee
	 	 	10	 
	11.	 	Expenses
	 	 	11	 
	12.	 	Other Services
	 	 	12	 
	13.	 	Reimbursement to the Advisor
	 	 	12	 
	14.	 	Other Activities of the Advisor
	 	 	12	 
	15.	 	Relationship of the Parties
	 	 	13	 
	16.	 	Term of Agreement
	 	 	13	 
	17.	 	Termination by the Parties
	 	 	13	 
	18.	 	Assignment to an Affiliate
	 	 	13	 
	19.	 	Payments to and Duties of Advisor Upon Termination
	 	 	13	 
	20.	 	Indemnification by the Company and the Operating Partnership
	 	 	14	 
	21.	 	Indemnification by Advisor
	 	 	14	 
	22.	 	Non-Solicitation
	 	 	14	 
	23.	 	Notices
	 	 	14	 
	24.	 	Modification
	 	 	15	 
	25.	 	Severability
	 	 	15	 
	26.	 	Construction
	 	 	15	 
	27.	 	Entire Agreement
	 	 	15	 
	28.	 	Indulgences, Not Waivers
	 	 	15	 
	29.	 	Gender
	 	 	15	 
	30.	 	Titles Not to Affect Interpretation
	 	 	15	 
	31.	 	Execution in Counterparts
	 	 	15	 
	32.	 	Initial Investment
	 	 	16	 







 









 








FORM OF ADVISORY AGREEMENT




     THIS ADVISORY AGREEMENT (the “Agreement”), dated as of the ___day of
___, 2008 and effective as of the date the Registration Statement (as defined below) is
declared effective by the Securities and Exchange Commission (the “Effective Date”), is
among NorthEnd Income Property Trust Inc., a Maryland corporation (the “Company”), NorthEnd
Operating Partnership LP, a Delaware limited partnership (the “Operating Partnership”), and
NorthEnd Realty Advisors LLC, a Delaware limited liability company (the “Advisor”).
Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.



W I T N E S S E T H




     WHEREAS, the Company intends to qualify as a REIT, and to invest its funds in investments
permitted by the terms of Sections 856 through 860 of the Code;



     WHEREAS, the Company is the general partner of the Operating Partnership and intends to
conduct all of its business and make all Investments through the Operating Partnership;



     WHEREAS, the Company and the Operating Partnership desire to avail themselves of the
experience, sources of information, advice, assistance and certain facilities of 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, all as provided herein;



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



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



     1. DEFINITIONS. As used in this Agreement, the following terms have the definitions
hereinafter indicated:



     Acquisition Expenses. Any and all expenses incurred by the Company, the Operating
Partnership, the Advisor, or any of their Affiliates in connection with the selection, acquisition,
origination, making or development of any Investments, whether 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, title
insurance premiums, and the costs of performing due diligence.



     Advisor. NorthEnd Realty Advisors LLC, a Delaware limited liability company, any
successor advisor to the Company, the Operating Partnership or any Person to which NorthEnd Realty
Advisors LLC or any successor advisor subcontracts substantially all of its functions.
Notwithstanding the foregoing, a Person hired or retained by NorthEnd Realty Advisors LLC to
perform sub-advisory or property management and related services for the Company or the Operating
Partnership that is not hired or retained to perform substantially all of the functions of NorthEnd
Realty Advisors LLC with respect to the Company or the Operating Partnership as a whole shall not
be deemed to be an Advisor.



     Affiliate or Affiliated. With respect to any Person, (i) any Person directly or
indirectly owning, controlling or holding, with the power to vote, 10.0% or more of the outstanding
voting securities of such other Person; (ii) any Person 10.0% or more of whose outstanding voting
securities are directly or indirectly owned, controlled or held, with the power to vote, by such
other Person; (iii) any Person directly or indirectly controlling, controlled by or under common
control with such other Person; (iv) any executive officer, director, trustee or general partner of
such other Person; and (v) any legal entity for which such Person acts as an executive officer,
director, trustee or general partner.



 









 





     Aggregate Share Ownership Limit. Aggregate Share Ownership Limit shall have the
meaning set forth in the Operating Partnership Agreement.



     Annual Total Return. As further described in Section 10, the sum of (i) the amount,
if any, by which NAV on the last Business Day of a calendar year exceeds NAV on the first business
day of such calendar year, and (ii) all distributions that have been declared and accrued for
purposes of calculating NAV during such calendar year, subject to pro-ration with respect to Shares
outstanding for less than the full 12-month period based on NAV on the date of issuance (for newly
issued Shares) and/or NAV on the date of redemption (for redeemed Shares).



     Articles of Incorporation. The Articles of Incorporation of the Company, as amended
from time to time.



     Average Invested Assets. For a specified period, the average of the aggregate book
value of the assets of the Company invested, directly or indirectly, in Investments before
deducting depreciation, bad debts or other non-cash reserves, computed by taking the average of
such values at the end of each month during such period.



     Board. The board of directors of the Company, as of any particular time.



     Business Day. Any day on which the New York Stock Exchange is open for trading.



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



     Cause. With respect to the termination of this Agreement, fraud, criminal conduct,
willful misconduct or willful or negligent breach of fiduciary duty by the Advisor in connection
with performing its duties hereunder.



     Code. 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. Company shall have the meaning set forth in the preamble of this Agreement.



     Director. A member of the Board.



     Distribution Fee. That percentage of NAV payable to the Distributor and reallowable
to Soliciting Dealers with respect to Shares sold by them as described in the Company’s Prospectus.



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



     Distributor. Merrill Lynch, Pierce, Fenner & Smith Incorporated, or such other Person
or entity selected by the Board to act as the distributor for the Offering.



     Effective Date. Effective Date shall have the meaning set forth in the preamble of
this Agreement.



     Excepted Holder Limit. Excepted Holder Limit shall have the meaning set forth in the
Operating Partnership Agreement.



     Excess Amount. Excess Amount shall have the meaning set forth in Section 13.



     Expense Year. Expense Year shall have the meaning set forth in Section 13.



     Fixed Component. The non-variable component of the Management Fee as described in
Section 10(a).



     GAAP. Generally accepted accounting principles as in effect in the United States of
America from time to time.



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     Gross Proceeds. The aggregate purchase price of all Shares sold for the account of
the Company through all Offerings, without deduction for Selling Commissions, volume discounts, any
due diligence expense reimbursement or Organization and Offering Expenses. For the purpose of
computing Gross Proceeds, the purchase price of any Share for which reduced Selling Commissions are
paid to the Distributor or a Soliciting Dealer (where net proceeds to the Company are not reduced)
shall be deemed to be the full amount of the offering price per Share pursuant to the Prospectus
for such Offering without reduction.



     Indemnitee. Indemnitee and Indemnitees shall have the meaning set forth in Section 20
herein.



     Independent Director. Independent Director shall have the meaning set forth in the
Articles of Incorporation.



     Invested Capital. The net proceeds of the Offering as of a measurement date.



     Investment Company Act. The Investment Company Act of 1940, as amended.



     Investments. Any investments by the Company or the Operating Partnership in Real
Estate Assets and Other Real Estate Investments.



     Joint Ventures. The joint venture or partnership arrangements (other than with the
Operating Partnership) in which the Company or any of its subsidiaries is a co-venturer or general
partner which are established to acquire Real Properties.



     Listing. The listing of the Shares on a national securities exchange or the receipt
by the Stockholders of securities that are listed on a national securities exchange in exchange for
the Company’s common stock. Upon such Listing, the Shares shall be deemed Listed.



     Loans. Any indebtedness or obligations in respect of borrowed money or evidenced by
bonds, notes, debentures, deeds of trust, letters of credit or similar instruments, including
mortgages and mezzanine loans.



     Management Fee. The fee payable to the Advisor pursuant to Section 10.



     NASAA REIT Guidelines. The Statement of Policy Regarding Real Estate Investment
Trusts published by the North American Securities Administrators Association on May 7, 2007, as may
be amended from time to time.



     NAV. The Company’s net asset value, calculated pursuant to the Valuation Guidelines.



     Net Income. For any period, the Company’s total revenues applicable to such period,
less the total expenses applicable to such period other than additions to reserves for
depreciation, bad debts or other similar non-cash reserves and excluding any gain from the sale of
the Company’s assets.



     Offering. The public offering of Shares pursuant to a Prospectus.



     Operating Partnership. Operating Partnership shall have the meaning set forth in the
preamble of this Agreement.



     Operating Partnership Agreement. The Limited Partnership Agreement of NorthEnd
Operating Partnership LP, as amended from time to time.



     Organizational and Offering Expenses. Organizational and Offering Expenses means all
expenses incurred by or on behalf of the Company in connection with and in preparing the Company
for registration of and subsequently offering and distributing its Shares to the public, whether
incurred before or after the date of this Agreement, which may include but are not limited to,
total underwriting and brokerage discounts and commissions (including fees of the underwriters’
attorneys); any expense allowance granted by the Company to the underwriter or



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any reimbursement of expenses of the underwriter by the Company; expenses for printing,
engraving and mailing; salaries of employees while engaged in sales activity; telephone and other
telecommunications costs; all advertising and marketing expenses (including the costs related to
investor and broker-dealer sales meetings); charges of transfer agents, registrars, trustees,
escrow holders, depositaries and experts; and expenses of qualification of the sale of the
securities under Federal and State laws, including taxes and fees, accountants’ and attorneys’
fees.



     Other Real Estate Investments. Any investments by the Company or the Operating
Partnership in debt and equity interests backed by real estate, including (i) real estate
securities such as common stocks, preferred stocks and options to acquire stock in REITs and other
real estate companies and (ii) debt-related investments such as (a) mortgage, mezzanine, bridge and
other loans and (b) debt and derivative securities related to real estate assets including
mortgage-backed securities, collateralized debt obligations, debt securities issued by real estate
companies and credit default swaps.



     Performance Component. The variable component of the Management Fee as described in
Section 10(a).



     Person. An individual, corporation, partnership, trust, joint venture, limited
liability company or other entity.



     Primary Offering. The portion of an Offering other than the Shares offered pursuant
to the Company’s distribution reinvestment plan.



     Priority Return. Priority Return has the meaning set forth in Section 10(b).



     Prospectus. A “Prospectus” under Section 2(10) of the Securities Act, including a
preliminary Prospectus, an offering circular as described in Rule 256 of the General Rules and
Regulations under the Securities Act or, in the case of an intrastate offering, any document by
whatever name known, utilized for the purpose of offering and selling securities to the public.



     Real Estate Assets. Any investments by the Company or the Operating Partnership in
unimproved and improved Real Property (including, without limitation, fee or leasehold interests,
options and leases) either directly or through a Joint Venture.



     Real Property. Real property owned from time to time by the Company or the Operating
Partnership, either directly or through Joint Ventures, which consists of (i) land only, (ii) land,
including the buildings located thereon, (iii) buildings only or (iv) such investments the Board
and the Advisor mutually designate as Real Property to the extent such investments could be
classified as Real Property.



     Registration Statement. That certain registration statement on Form S-11 of the
Company filed with the Securities and Exchange Commission related to the registration of the Shares
for the Company’s initial Offering.



     REIT. A “real estate investment trust” under Sections 856 through 860 of the Code or
as may be amended.



     Related Party. With respect to any Person, any other Person whose ownership of Shares
would be attributed to the first such Person under Code Section 544 (as modified by Code Section
856(h)(1)(B)).



     Sale or Sales. Any transaction or series of transactions whereby: (A) the Company or
the Operating Partnership directly or indirectly (except as described in other subsections of this
definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property
or portion thereof, including the lease of any Real Property consisting of a building only, and
including any event with respect to any Real Property which gives rise to a significant amount of
insurance proceeds or condemnation awards; (B) the Company or the Operating Partnership directly or
indirectly (except as described in other subsections of this definition) sells, grants, transfers,
conveys, or relinquishes its ownership of all or substantially all of the interest of the
Corporation or the Operating Partnership in any Joint Venture in which it is a co-venturer or
partner; (C) any Joint Venture directly or indirectly (except as described in other subsections of
this definition) in which the Company or the Operating Partnership as a co-venturer or partner
sells, grants, transfers, conveys, or relinquishes its ownership of any Real Property or portion



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thereof, including any event with respect to any Real Property which gives rise to insurance
claims or condemnation awards; or (D) the Company or the Operating Partnership directly or
indirectly (except as described in other subsections of this definition) sells, grants, conveys or
relinquishes its interest in any Securities and Debt-related Investment or portion thereof
(including with respect to any Loan, all payments thereunder or in satisfaction thereof other than
regularly scheduled interest payments) and any event which gives rise to a significant amount of
insurance proceeds or similar awards; or (E) the Company or the Operating Partnership directly or
indirectly (except as described in other subsections of this definition) sells, grants, transfers,
conveys, or relinquishes its ownership of any other asset not previously described in this
definition or any portion thereof, but not including any transaction or series of transactions
specified in clauses (A) through (E) above in which the proceeds of such transaction or series of
transactions are reinvested by the Company in one or more assets within 180 days thereafter.



     Securities Act. The Securities Act of 1933, as amended.



     Selling Commission. That percentage of Gross Proceeds from the sale of Shares in the
Primary Offering payable to the Distributor and reallowable to Soliciting Dealers with respect to
Shares sold by them as described in the Company’s Prospectus.



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



     Soliciting Dealers. Broker-dealers who are members of the Financial Industry
Regulatory Authority, or that are exempt from broker-dealer registration, and who, in either case,
have executed participating dealer or other agreements with the Distributor to sell Shares in an
Offering.



     State Acts. The securities laws and regulations of the states and territories of the
United States and the District of Columbia.



     Stockholders. The registered holders of the Shares.



     Sub-Advisor. Sub-Advisor and Sub-Advisors shall have the meaning set forth in Section 5.



     Termination Date. The date of termination of this Agreement or expiration of this
Agreement in the event this Agreement is not renewed for an additional term.



     Total Operating Expenses. All costs and expenses paid or incurred by the Company, as
determined under GAAP, that are in any way related to the operation of the Company or its business,
including management fees and other fees paid to Advisors, but excluding (i) the expenses of
raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting,
brokerage, listing, registration, and other fees, printing and other such expenses and taxes
incurred in connection with the issuance, distribution, transfer, registration and Listing, (ii)
interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and
bad debt reserves, (v) incentive fees paid in compliance with the NASAA REIT Guidelines; (vi)
Acquisition Expenses, (vii) real estate commissions on the Sale of Real Property, and (viii) other
fees and expenses connected with the acquisition, disposition, management and ownership of real
estate interests, mortgages or other property (including the costs of foreclosure, insurance
premiums, legal services, maintenance, repair, and improvement of property). The definition of
“Total Operating Expenses” set forth above is intended to encompass only those expenses which are
required to be treated as Total Operating Expenses under the NASAA REIT Guidelines. As a result,
and notwithstanding the definition set forth above, any expense of the Company which is not part of
Total Operating Expenses under the NASAA REIT Guidelines shall not be treated as part of Total
Operating Expenses for purposes hereof.



     2%/25% Guidelines. 2%/25% Guidelines shall have the meaning set forth in Section 13.



     Valuation Guidelines. The valuation guidelines adopted by the Board, as amended from
time to time.



     2. APPOINTMENT. The Company and the Operating Partnership hereby appoint the Advisor to serve
as their advisor on the terms and conditions set forth in this Agreement, and the Advisor hereby
accepts such appointment.




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     3. DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the
Company and the Operating Partnership potential investment opportunities and to provide the Company
and the Operating Partnership with a continuing and suitable investment program consistent with the
investment objectives and policies of the Company as determined and adopted from time to time by
the Board. In performance of this undertaking, subject to the supervision of the Board and
consistent with the provisions of the Articles of Incorporation and Bylaws and the Operating
Partnership Agreement, the Advisor shall, either directly or by engaging an Affiliate or a third
party:



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




          (b) provide the daily management for the Company and the Operating Partnership and perform and
supervise the various administrative functions reasonably necessary for the management of the
Company and the Operating Partnership, including the collection of revenues and the payment of the
Company’s and the Operating Partnership’s debts and obligations; maintenance of appropriate
computer services to perform such administrative functions; maintaining the Company’s and the
Operating Partnership’s books and records; and organizing meetings of the Board;




          (c) determine the proper allocation of the Company’s and the Operating Partnership’s
Investments between (i) Real Estate Assets, (ii) Other Real Estate Investments, and (iii) cash and
cash equivalents and other short-term investments;




          (d) consult with the officers and Directors of the Company and assist the Directors in the
formulation and implementation of the Company’s financial, valuation and other policies and, as
necessary, furnish the Directors with advice and recommendations with respect to the making of
investments and dispositions consistent with the investment objectives and policies of the Company
and in connection with any borrowings proposed to be undertaken by the Company or the Operating
Partnership;




          (e) subject to the provisions of Section 4 hereof, (i) locate, analyze and select potential
Investments; (ii) structure and negotiate the terms and conditions of transactions pursuant to
which acquisitions and dispositions of Investments will be made; (iii) research, identify, review
and recommend acquisitions and dispositions of Investments to the Board and make investments on
behalf of the Company and the Operating Partnership 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 dispose of, reinvest the proceeds from the sale of, or
otherwise deal with, Investments; (v) enter into leases and service contracts for Investments and,
to the extent necessary, perform all other operational functions for the maintenance and
administration of such Investments; (vi) actively oversee and manage Investments for purposes of
meeting the Company’s investment objectives; (vii) select Joint Venture partners, structure
corresponding agreements and oversee and monitor these relationships; (viii) oversee Affiliated and
non-Affiliated property managers who perform services for the Company or the Operating Partnership;
(ix) oversee Affiliated and non-Affiliated Persons with whom the Advisor contracts to perform
certain of the services required to be performed under this Agreement; and (x) manage accounting
and other record-keeping functions for the Company and the Operating Partnership;




          (f) negotiate on behalf of the Company and the Operating Partnership with banks or lenders for
Loans to be made to the Company and the Operating Partnership, and negotiate on behalf of the
Company and the Operating Partnership with investment banking firms and broker-dealers or negotiate
private sales of Shares or other securities of the Company or the Operating Partnership and obtain
Loans for the Company and the Operating Partnership, but in no event in such a way so that the
Advisor shall be acting as broker-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 or the Operating Partnership;




          (g) monitor the operating performance of the Investments and provide periodic reports with
respect thereto to the Board, including comparative information with respect to such operating
performance and budgeted or projected operating results;




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          (h) from time to time, or at any time reasonably requested by the Directors, make reports to
the Directors of its performance of services to the Company and the Operating Partnership under
this Agreement, including reports with respect to potential conflicts of interest involving the
Advisor or any of its Affiliates;




          (i) assist in calculating, at the end of each Business Day, the NAV as provided in the
Valuation Guidelines, and in connection therewith, (i) obtain appraisals and reports (which may,
but are not required to, be prepared by the Advisor or its Affiliates), where required and
appropriate, concerning the value of Investments, and (ii) engage such independent valuation
experts, third-party appraisal managers and appraisers as the Advisor deems appropriate to perform
valuations and other services; provided that any independent valuation expert shall be approved in
advance of engagement by the Board;




          (j) deliver to, or maintain on behalf of, the Company copies of all appraisals obtained in
connection with the investments in any Real Estate Assets as may be required to be obtained by the
Board;




          (k) provide the Company and the Operating Partnership with all necessary cash management
services;




          (l) arrange, negotiate, coordinate and manage operations of any Joint Venture interests held
by the Company or the Operating Partnership and conduct all matters with any Joint Venture
partners;




          (m) communicate on the Company’s or the Operating Partnership’s behalf with the respective
holders of any of the Company’s or the Operating Partnership’s equity or debt securities as
required to satisfy the reporting and other requirements of any governmental bodies or agencies and
to maintain effective relations with such holders;




          (n) evaluate and recommend to the Board modifications to the hedging strategies in effect and
cause the Company to engage in overall hedging strategies consistent with the Company’s status as a
REIT and with the Company’s investment policies approved by the Board;




          (o) advise the Company regarding the maintenance of the Company’s exemption from the
Investment Company Act and monitor compliance with the requirements for maintaining an exemption
from such act;




          (p) advise the Company regarding the maintenance of the Company’s status as a REIT and monitor
compliance with the various REIT qualification tests and other rules set out in the Code and the
regulations promulgated thereunder;




          (q) invest or reinvest any money of the Company or the Operating Partnership (including
investing in short-term Investments pending investment in long-term Investments, payment of fees,
costs and expenses, or payments of distributions to the Stockholders and the Operating
Partnership’s partners), and advise the Company and the Operating Partnership as to the Company’s
or the Operating Partnership’s respective capital structure and capital raising;




          (r) investigate, select, and, on behalf of the Company and the Operating Partnership, 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, correspondents,
lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow
agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks,
builders, developers, property owners, real estate management companies, real estate operating
companies, securities investment advisors, mortgagors, and any and all agents for any of the
foregoing, including Affiliates of the Advisor, and Persons acting in 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 and the Operating
Partnership with any of the foregoing;




          (s) cause the Company and the Operating Partnership to retain qualified accountants and legal
counsel, as applicable, to assist in developing appropriate accounting procedures, compliance
procedures and



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testing systems with respect to financial reporting obligations and compliance with the REIT
provisions of the Code and to conduct compliance reviews thereto, as required;




          (t) cause the Company and the Operating Partnership to qualify to do business in all
applicable jurisdictions and to obtain and maintain all appropriate licenses;




          (u) assist the Company in maintaining the registration of the Shares under federal and state
securities laws and complying with all federal, state and local regulatory requirements applicable
to the Company in respect of the Offering and the Company’s business activities (including the
Sarbanes-Oxley Act of 2002), including preparing or causing to be prepared all supplements to the
Prospectus, post-effective amendments to the registration statement for any Offering and financial
statements required under applicable regulations and contractual undertakings and all reports and
documents, if any, required under the Securities Act and the Securities Exchange Act of 1934, as
amended;




          (v) take all necessary actions to enable the Company and the Operating Partnership to make
required tax filings and reports, including soliciting stockholders for required information to the
extent provided by the REIT provisions of the Code;




          (w) handle and resolve all claims, disputes or controversies (including all litigation,
arbitration, settlement or other proceedings or negotiations) in which the Company and the
Operating Partnership may be involved or to which the Company and the Operating Partnership may be
subject, arising out of the Company’s or the Operating Partnership’s day-to-day operations, subject
to such limitations or parameters as may be imposed from time to time by the Board;




          (x) use commercially reasonable efforts to cause expenses incurred by or on behalf of the
Company and the Operating Partnership to be reasonable or customary and within any budgeted
parameters or expense guidelines set by the Board from time to time;




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




          (z) perform such other services as may be required from time to time for the management and
other activities relating to the Company’s and the Operating Partnership’s respective business and
assets as the Board shall reasonably request or the Advisor shall deem appropriate under the
particular circumstances; and




          (aa) use commercially reasonable efforts to cause the Company and the Operating Partnership to
comply with all applicable laws.




     4. AUTHORITY OF ADVISOR.



          (a) Pursuant to the terms of this Agreement (including the restrictions included in this
Section 4 and in Section 8), and subject to the continuing and exclusive authority of the Board
over the management of the Company, the Board (by virtue of its approval of this Agreement and
authorization of the execution hereof by the officers of the Company) hereby delegates to the
Advisor the authority to take, or cause to be taken, any and all actions and to execute and deliver
any and all agreements, certificates, assignments, instruments or other documents and to do any and
all things that, in the judgment of the Advisor, may be necessary or advisable in connection with
the Advisor’s duties described in Section 3.




          (b) Notwithstanding the foregoing, any investment in an Investment that does not fit within
the Company’s investment objectives, strategy, guidelines, policies and limitations as described in
the Company’s Prospectus and within the discretionary limits and authority as granted from time to
time by the Board, will require the prior approval of the Board, any particular Directors specified
by the Board or any committee of the Board, as the case may be.




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          (c) If a transaction requires approval by the Independent Directors, the Advisor will deliver
to the Independent Directors all documents and other information required by them to properly
evaluate the proposed transaction.




          (d) The prior approval of a majority of the Independent Directors not otherwise interested in
the transaction and a majority of the Directors not otherwise interested in the transaction will be
required for each transaction to which the Advisor or its Affiliates is a party.




          (e) The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the
authority set forth in this Section 4; provided, however, that such modification or revocation
shall be effective upon receipt by the Advisor and shall not be applicable to investment
transactions to which the Advisor has committed the Company or the Operating Partnership prior to
the date of receipt by the Advisor of such notification.




     5. SUB-ADVISORS. The Advisor is hereby authorized to enter into one or more sub-advisory
agreements with other investment advisors (each, a “Sub-Advisor”) pursuant to which the
Advisor may obtain the services of the Sub-Advisor(s) to assist the Advisor in fulfilling any of
its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Advisor to recommend
specific real properties, securities or other investments based upon the Company’s investment
objectives, policies, guidelines and restrictions, and work, along with the Advisor, in sourcing,
structuring, negotiating, arranging or effecting the acquisition or disposition of such investments
and monitoring investments on behalf of the Company, subject to the oversight of the Advisor and
the Board.



          (a) The Advisor and not the Company shall be responsible for any compensation payable to any
Sub-Advisor. Notwithstanding the foregoing, the Company shall reimburse the Advisor for any
expenses properly incurred by the Sub-Advisor, to the extent such expenses would be reimbursable if
incurred by the Advisor pursuant to the terms of Section 11 hereof, in order for the Advisor to
timely reimburse the Sub-Advisor for such out-of-pocket costs.




          (b) Any sub-advisory agreement entered into by the Advisor shall be in accordance with the
requirements of the Articles of Incorporation and other applicable federal and state law.




          (c) Any sub-advisory agreement between the Advisor and a Sub-Advisor shall include an express
acknowledgement by the Sub-Advisor that the Sub-Advisor shall be subject to the same fiduciary
duties to the Company, the Operating Partnership and the Stockholders imposed on the Advisor
pursuant to this Agreement, the Articles of Incorporation and other applicable federal and state
law in connection with the performance of its services under the sub-advisory agreement.




     6. BANK ACCOUNTS. The Advisor may establish and maintain one or more bank accounts in its own
name for the account of the Company or the Operating Partnership or in the name of the Company and
the Operating Partnership 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 or the Operating
Partnership, under such terms and conditions as the Directors may approve, 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 Directors and to the auditors of
the Company, as applicable.



     7. RECORDS; ACCESS. The Advisor shall maintain appropriate records of all its activities
hereunder and make such records available for inspection by the Directors 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 and records of the
Company and the Operating Partnership.



     8. LIMITATIONS ON ACTIVITIES. Anything else in this Agreement to the contrary
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 the Investment 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 or its Shares, or otherwise not be permitted by the Articles of Incorporation or Bylaws
of the Company, except if such action shall be ordered by the Directors, in



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which case the Advisor shall notify promptly the Directors of the Advisor’s judgment of the
potential impact of such action and shall refrain from taking such action until it receives further
clarification or instructions from the Directors. In such event, the Advisor shall have no
liability for acting in accordance with the specific instructions of the Directors so given.
Notwithstanding the foregoing, the Advisor, its directors, officers, employees and members, and
partners, directors, officers, members and stockholders of the Advisor’s Affiliates shall not be
liable to the Company or to the Directors or Stockholders for any act or omission by the Advisor,
its directors, officers, employees, or members, and partners, directors, officers, members or
stockholders of the Advisor’s Affiliates taken or omitted to be taken in the performance of their
duties under this Agreement except as provided in Section 21 of this Agreement.



     9. RELATIONSHIP WITH DIRECTORS. Subject to Section 8 of this Agreement and to restrictions
advisable with respect to the qualification of the Company as a REIT, directors, managers, officers
and employees of the Advisor or an Affiliate of the Advisor or any corporate parents of an
Affiliate, may serve as a Director and as officers of the Company, except that no director, officer
or employee of the Advisor or its Affiliates who also is a Director or officer of the Company shall
receive any compensation from the Company for serving as a Director or officer other than
reasonable reimbursement for travel and related expenses incurred in attending meetings of the
Directors and no such Director shall be deemed an Independent Director for purposes of satisfying
the Director independence requirement set forth in the Articles of Incorporation.



     10. MANAGEMENT FEE.



          (a) The Advisor shall receive the Management Fee as compensation for services rendered
hereunder. The Management Fee will be comprised of two separate components: (1) a fixed annualized
rate component of 1.25% of the daily NAV (the “Fixed Component”) and (2) a performance
component (the “Performance Component”).




          (b) The Performance Component will not be paid for any calendar year in which the Annual Total
Return as a percentage of Invested Capital as of the last business day of such calendar year is
less than or equal to 7.0%. The Performance Component will equal 50.0% of the difference between
(i) the Annual Total Return and (ii) the amount required to provide the Company’s stockholders an
Annual Total Return of 7.0% on their invested capital (net of selling commissions) in the Company
for the measurement period (the “Priority Return”). In no event will the Performance
Component exceed 10.0% of the Annual Total Return in any calendar year. The Priority Return
calculation will reflect fluctuations in the actual number of Shares outstanding during the year,
such that for Shares outstanding for less than 12 months (because of new Share issuances and/or
Share redemptions) a pro rated Annual Total Return will be determined for the partial period those
Shares were outstanding based on the NAV per share associated with them. On a daily basis the
Advisor will utilize the annualized internal rate of return (or if such rate of return is negative,
zero) on stockholders’ Invested Capital starting from the last calendar day of the prior calendar
year (Day 1) and ending on the then current day (Day N). For such internal rate of return
calculation, (i) the beginning investment value shall be equal to the NAV at the end of Day 1
(after accrual of all fees and expenses attributable to that year), (ii) the ending investment
value shall be NAV after accrual of all expenses and distributions, but prior to any subscriptions
and redemptions, on Day N, and (iii) for each day between Day 1 and Day N net daily investment
inflows or outflows, as applicable, will be factored in, specifically all Share redemptions and
accrued distributions less the total of the gross proceeds the Company receives from the sale of
Shares in the Offering on such day.




          (c) The Management Fee will accrue daily and is payable in cash. The Fixed Component is
payable quarterly in arrears (after the close of business and NAV calculations for such day) and
the Performance Component is payable after the close of business on the last Business Day of each
calendar year during the term of this Agreement and calculation of NAV for such date. In the event
this Agreement is terminated or its term expires without renewal, the Management Fee will be
calculated and due and payable after the calculation of NAV on the Termination Date. If the
Management Fee is payable with respect to any partial calendar quarter or calendar year, the Fixed
Component will be prorated based on the number of days elapsed during any partial calendar quarter
and the Performance Component will be prorated based on the number of days elapsed during and
Annual Total Return achieved for the period of such partial calendar year. The Management Fee will
be calculated in accordance with the calculation policy approved by the Board.





-10-












 





          (d) The Management Fee will be calculated using a detailed policy and procedure approved by
the Board, including a majority of the Independent Directors, and the Advisor, and such policy and
procedure shall be consistent with the description of the calculation of the Management Fee as set
forth herein.




     11. EXPENSES.



          (a) The cumulative Selling Commissions, Distribution Fees and Organizational and Offering
Expenses paid by the Company will not exceed 15.0% of Gross Proceeds from the sale of Shares in the
Primary Offering.




          (b) In addition to the compensation paid to the Advisor pursuant to Section 10 hereof, the
Company or the Operating Partnership shall pay directly or reimburse the Advisor for all of the
expenses paid or incurred by the Advisor in connection with the services it provides to the Company
and the Operating Partnership pursuant to this Agreement, including, but not limited to:




               (i) Organizational and Offering Expenses incurred on or after the date at which Shares are
first sold in the Offering; provided, however, that the Advisor shall not receive reimbursement for
Organization and Offering Expenses incurred before the date at which Shares are first sold in the
Offering; further provided that within 60 days after the end of the month in which an Offering
terminates, the Advisor shall reimburse the Company to the extent the Organizational and Offering
Expenses, Selling Commissions and Distribution Fees borne by the Company exceed 15.0% of the Gross
Proceeds raised in the completed Offering;



               (ii) Acquisition Expenses incurred in connection with the selection and acquisition of
Investments, including such expenses incurred related to assets pursued or considered but not
ultimately acquired by the Company, subject to limitations set forth in the Articles of
Incorporation;



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



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



               (v) taxes and assessments on income of the Company or Investments, taxes as an expense of
doing business and any other taxes otherwise imposed on the Company and its business, assets or
income;



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



               (vii) expenses of managing, improving, developing, operating and selling Investments, whether
payable to an Affiliate of the Company or a non-affiliated Person;



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



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



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



               (xi) expenses of providing services for and 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;



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               (xii) administrative service expenses, including but not limited to personnel and related
employment costs incurred by the Advisor or its Affiliates in performing the services described in
Section 3 hereof, including but not limited to reasonable salaries, bonuses and wages, benefits and
overhead of all employees directly involved in the performance of such services, provided that no
reimbursement shall be made for costs of such employees of the Advisor or its Affiliates to the
extent that such employees perform services for which the Advisor receives a separate fee; and



               (xiii) audit, accounting and legal fees and other fees for professional services relating to
the operations of the Company and all such fees incurred at the request, or on behalf of, the
Board, the Independent Directors or any committee of the Board.



          (c) Expenses incurred by the Advisor on behalf of the Company and the Operating Partnership
and payable pursuant to this Section 11 shall be reimbursed no less than monthly to the Advisor.
The Advisor shall prepare a statement documenting the expenses of the Company and the Operating
Partnership and the calculation of the Management Fee during each quarter, and shall deliver such
statement to the Company and the Operating Partnership within forty-five (45) days after the end of
each quarter.




     12. OTHER SERVICES. Should the Board request that the Advisor or any director, officer or
employee thereof render services for the Company and the Operating Partnership other than set forth
in Section 3, such services shall be separately compensated at such rates and in such amounts as
are agreed by the Advisor and the Independent Directors, subject to the limitations contained in
the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this
Agreement.



     13. REIMBURSEMENT TO THE ADVISOR. The Company shall not reimburse the Advisor at the end of
any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then
ended (the “Expense Year”) exceeded (the “Excess Amount”) the greater of 2.0% of
Average Invested Assets or 25.0% of Net Income (the “2%/25% Guidelines”) for such year
unless the Independent Directors determine that such excess was justified, based on unusual and
nonrecurring factors that the Independent Directors deem sufficient. If the Independent Directors
do not approve such excess as being so justified, any Excess Amount paid to the Advisor during a
fiscal quarter shall be repaid to the Company. If the Independent Directors determine such excess
was justified, then, within sixty (60) days after the end of any fiscal quarter of the Company for
which total reimbursed Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines,
the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed
to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the
next quarterly report of the Company or by filing a Current Report on Form 8-K with the Securities
and Exchange Commission within sixty (60) days of such quarter end), together with an explanation
of the factors the Independent Directors considered in determining that such excess were justified.
The Company will ensure that such determination will be reflected in the minutes of the meetings
of the Board. All figures used in the foregoing computations shall be determined in accordance
with GAAP applied on a consistent basis.



     14. OTHER ACTIVITIES OF THE ADVISOR.



          (a) Relationship. Nothing herein contained shall prevent the Advisor or any of its
Affiliates from engaging in or earning fees from 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 the right of any director, officer, member, partner, employee, or stockholder of
the Advisor or its Affiliates to engage in or earn fees from any other business or to render
services of any kind to any other partnership, corporation, firm, individual, trust or association
and earn fees for rendering such services. The Advisor may, with respect to any investment in
which the Company is a participant, also render advice and service to each and every other
participant therein, and earn fees for rendering such advice and service. Specifically, it is
contemplated that the Company may enter into joint ventures or other similar co-investment
arrangements with certain Persons, and pursuant to the agreements governing such joint ventures or
arrangements, the Advisor may be engaged to provide advice and service to such Persons, in which
case the Advisor will earn fees for rendering such advice and service.




-12-









 








          (b) Time Commitment. The Advisor shall, and shall cause its Affiliates and their
respective employees, officers and agents to, devote to the Company such time as shall be
reasonably necessary to conduct the business and affairs of the Company in an appropriate manner
consistent with the terms of this Agreement. The Company acknowledges that the Advisor and its
Affiliates and their respective employees, officers and agents may also engage in activities
unrelated to the Company and may provide services to Persons other than the Company or any of its
Affiliates.




          (c) Investment Opportunities. The Advisor shall use its best efforts to present to
the Company and the Operating Partnership a number of potential investment opportunities
appropriate for the portfolio of the Company and the Operating Partnership; provided, however, that
the Advisor may fulfill such obligation through one or more Sub-Advisors approved by the Board.
For so long as the Advisor has delegated its responsibilities hereunder with respect to identifying
investment opportunities for the Company and the Operating Partnership to a Sub-Advisor that uses
an allocation policy approved by the Board, the Advisor shall not be required to establish any
allocation policy as a result of such obligation with respect to potential investment opportunities
that may be identified by the Advisor or its Affiliates which might be made by the Company or the
Operating Partnership and by another investment program in which the Advisor or its Affiliate
advises or manages. During any period in which the Advisor has not delegated such responsibilities
to a Sub-Advisor approved by the Board, the Advisor shall allocate potential investment
opportunities in accordance with the Advisor’s or its Affiliate’s allocation policies, as such
allocation policies may be amended from time to time.




     15. RELATIONSHIP OF THE PARTIES. The Company and the Operating Partnership, on the one hand,
and the Advisor on the other, 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.



     16. TERM OF AGREEMENT. This Agreement shall continue in force for a period of one year from
the Effective Date, subject to an unlimited number of successive one-year renewals upon mutual
consent of the parties. It is the duty of the Directors to evaluate 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.



     17. TERMINATION BY THE PARTIES. This Agreement may be terminated (i) immediately by the
Company or the Operating Partnership for Cause or upon the bankruptcy of the Advisor or upon a
material breach of this Agreement by the Advisor; provided, that such material breach is not
capable of being cured or has not been cured within thirty (30) days after the giving of notice
thereof by the Company or the Operating Partnership to the Advisor; (ii) upon sixty (60) days
written notice without Cause by a majority of the Independent Directors; or (iii) upon sixty (60)
days written notice by the Advisor. The provisions of Sections 19 through 32 survive termination
of this Agreement.



     18. ASSIGNMENT TO AN AFFILIATE. This Agreement may be assigned by the Advisor to an Affiliate
with the approval of a majority of the Directors (including a majority of the Independent
Directors). The Advisor may assign any rights to receive fees or other payments under this
Agreement to any Person without obtaining the approval of the Directors. This Agreement shall not
be assigned by the Company or the Operating Partnership without the consent of the Advisor, except
in the case of an assignment by the Company or the Operating Partnership to a corporation, limited
partnership or other organization which is a successor to all of the assets, rights and obligations
of the Company or the Operating Partnership, in which case such successor organization shall be
bound hereunder and by the terms of said assignment in the same manner as the Company and the
Operating Partnership are bound by this Agreement.



     19. PAYMENTS TO AND DUTIES OF ADVISOR UPON TERMINATION.



          (a) After the Termination Date, the Advisor shall not be entitled to compensation for further
services hereunder except it shall be entitled to receive from the Company or the Operating
Partnership within thirty (30) days after the effective date of such termination all unpaid
reimbursements of expenses and all earned but unpaid fees payable to the Advisor prior to
termination of this Agreement, subject to the 2%/25% Guidelines to the extent applicable.




          (b) The Advisor shall promptly upon termination:




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               (i) pay over to the Company and the Operating Partnership all money collected and held for the
account of the Company and the Operating Partnership pursuant to this Agreement, 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 it and 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 all Investments, and documents of the Company
and the Operating Partnership then in the custody of the Advisor; and



               (iv) cooperate with the Company and the Operating Partnership to provide an orderly management
transition.



     20. INDEMNIFICATION BY THE COMPANY AND THE OPERATING PARTNERSHIP. The Company and the
Operating Partnership shall indemnify and hold harmless the Advisor and its Affiliates, including
their respective officers, directors, partners and employees (the “Indemnitees,” and each
an “Indemnitee”), from all liability, claims, damages or losses arising in the performance
of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the
extent such liability, claims, damages or losses and related expenses are not fully reimbursed by
insurance, and to the extent that such indemnification would not be inconsistent with the laws of
the State of Maryland, the Articles of Incorporation or the provisions of Section II.G of the NASAA
REIT Guidelines.



     21. INDEMNIFICATION BY ADVISOR. The Advisor shall indemnify and hold harmless the Company and
the Operating Partnership from contract or other 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 by
reason of the Advisor’s bad faith, fraud, willful misfeasance, gross negligence or reckless
disregard of its duties; provided, however, that the Advisor shall not be held responsible for any
action of the Board in following or declining to follow any advice or recommendation given by the
Advisor.



     22. NON-SOLICITATION. During the period commencing on the Effective Date and ending one year
following the Termination Date, the Company shall not, without the Advisor’s prior written consent,
directly or indirectly, (i) solicit or encourage any person to leave the employment or other
service of the Advisor or its Affiliates, or (ii) hire, on behalf of the Company or any other
person or entity, any person who has left the employment within the one year period following the
termination of that person’s employment the Advisor or its Affiliates. During the period
commencing on the date hereof through and ending one year following the Termination Date, the
Company will not, whether for its own account or for the account of any other Person, intentionally
interfere with the relationship of the Advisor or its Affiliates with, or endeavor to entice away
from the Advisor or its Affiliates, any person who during the term of the Agreement is, or during
the preceding one-year period, was a tenant, co-investor, co-developer, joint venturer or other
customer of the Advisor or its Affiliates.



     23. NOTICES. Any notice, report or other communication required or permitted to be given
hereunder shall be in 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, by courier or overnight carrier or
by registered or certified mail to the addresses set forth herein:



	 	 	 
	To the Directors and to the Company:

	 	NorthEnd Income Property Trust Inc.
	 

	 	4 World Financial Center
	 

	 	New York, NY 10080
	 

	 	Attention: President






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	To the Operating Partnership:

	 	NorthEnd Operating Partnership LP
	 

	 	4 World Financial Center
	 

	 	New York, NY 10080
	 

	 	Attention: President, NorthEnd Income
	 

	 	Property Trust Inc.
	 
	 	 
	To the Advisor:

	 	NorthEnd Realty Advisors LLC
	 

	 	4 World Financial Center
	 

	 	New York, NY 10080
	 

	 	Attention: President






     Any party may at any time give notice in writing to the other parties of a change in its
address for the purposes of this Section 23.



     24. MODIFICATION. This Agreement shall not be changed, modified, terminated, or discharged,
in whole or in part, except by an instrument in writing signed by the parties hereto, or their
respective successors or assignees.



     25. SEVERABILITY. The provisions 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 or unenforceable in whole or in
part.



     26. CONSTRUCTION. The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Maryland without regard to the conflicts-of-law principles
that would require the application of any other law.



     27. ENTIRE AGREEMENT. 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 and conditions, 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 or usage of the trade inconsistent with any
of the terms hereof.



     28. 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 of any 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 as a waiver of such right, remedy, power or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party
asserted to have granted such waiver.



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



     30. TITLES NOT TO AFFECT INTERPRETATION. The titles of Sections and Subsections contained in
this Agreement 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.



     31. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts,
each of which shall 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 one or more counterparts hereof, individually or taken together, shall
bear the signatures of all of the parties reflected hereon as the signatories.



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     32. INITIAL INVESTMENT. While the Advisor or its Affiliate acts in an advisory capacity to
the Company, the Advisor or one of its Affiliates shall at all times maintain an equity investment
in the Company (or a consolidated subsidiary thereof) of equity interests which the Advisor or one
of its Affiliates received in exchange for $200,000 of the initial capitalization of the
Corporation (or a consolidated subsidiary thereof). Neither the Advisor nor any of its Affiliates
shall vote any Shares it now owns, or hereafter acquires, in any vote for the election of Directors
or any vote regarding the approval or termination of any contract with the Advisor or any of its
Affiliates.



[Remainder of page intentionally left blank]




-16-









 






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



	 	 	 	 	 	 	 	 	 
	 	 	NorthEnd Income Property Trust Inc.
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	Douglas W. Sesler
	 	 	 	 	Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	NorthEnd Operating Partnership LP
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	NorthEnd Income Property Trust Inc.,
	 	 	 	 	Its General Partner
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	Douglas W. Sesler
	 	 	 	 	 	 	Chief Executive Officer
	 
	 	 	 	 	 	 	 	 
	 	 	NorthEnd Realty Advisors LLC
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	NorthEnd Advisor Managing Member LLC,
	 	 	 	 	Its member
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Merrill Lynch L.P. Holdings Inc.,
	 	 	 	 	 	 	Its member
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Steven Glassman
	 

	 	 	 	 	 	 	 	Director