Advisory Agreement between the Company and KBS Capital Advisors



 Exhibit 10.4 
  
  
  
  
  
  
 ADVISORY
AGREEMENT 
 between 
 KBS REAL
ESTATE INVESTMENT TRUST, INC. 
 and 
 KBS CAPITAL ADVISORS LLC 
  
  
  
 November 8, 2008 







 TABLE OF CONTENTS 
  

					
		 		  	Page
		
	 ARTICLE 1 - DEFINITIONS
	  	1
	 ARTICLE 2 - APPOINTMENT
	  	9
	 ARTICLE 3 - DUTIES OF THE ADVISOR
	  	9
		 	3.01 Organizational and Offering Services	  	9
		 	3.02 Acquisition Services	  	9
		 	3.03 Asset Management Services	  	10
		 	3.04 Stockholder Services	  	13
		 	3.05 Other Services	  	13
	 ARTICLE 4 - AUTHORITY OF ADVISOR
	  	13
		 	4.01 General	  	13
		 	4.02 Powers of the Advisor	  	13
		 	4.03 Approval by the Board of Directors	  	14
		 	4.04 Modification or Revocation of Authority of Advisor	  	14
	 ARTICLE 5 - BANK ACCOUNTS
	  	14
	 ARTICLE 6 - RECORDS AND FINANCIAL STATEMENTS
	  	14
	 ARTICLE 7 - LIMITATION ON ACTIVITIES
	  	15
	 ARTICLE 8 - FEES
	  	15
		 	8.01 Acquisition Fees	  	15
		 	8.02 Asset Management Fees	  	16
		 	8.03 Disposition Fees	  	17
		 	8.04 Subordinated Share of Cash Flows	  	17
		 	8.05 Subordinated Incentive Fee	  	18
		 	8.06 Changes to Fee Structure	  	18
	 ARTICLE 9 - EXPENSES
	  	18
		 	9.01 General	  	18
		 	9.02 Timing of and Limitations on Reimbursements	  	20
	 ARTICLE 10 – VOTING AGREEMENT
	  	21
	 ARTICLE 11 - RELATIONSHIP OF ADVISOR AND COMPANY; OTHER ACTIVITIES OF THE ADVISOR
	  	21
		 	11.01 Relationship	  	21
		 	11.02 Time Commitment	  	21
		 	11.03 Investment Opportunities and Allocation	  	22
	 ARTICLE 12 - THE KBS NAME
	  	22
	 ARTICLE 13 - TERM AND TERMINATION OF THE AGREEMENT
	  	22
		 	13.01 Term	  	22
		 	13.02 Termination by Either Party	  	23
		 	13.03 Payments on Termination and Survival of Certain Rights and Obligations	  	23
	 ARTICLE 14 - ASSIGNMENT
	  	23
	 ARTICLE 15 - INDEMNIFICATION AND LIMITATION OF LIABILITY
	  	24
	 ARTICLE 16 - ADVANCE
	  	24
	 ARTICLE 17 - MISCELLANEOUS
	  	24

  

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		 	17.01 Notices	  	24
		 	 17.02 Modification
	  	25
		 	 17.03 Severability
	  	25
		 	 17.04 Construction
	  	25
		 	 17.05 Entire Agreement
	  	25
		 	 17.06 Waiver
	  	25
		 	 17.07 Gender
	  	26
		 	 17.08 Titles Not to Affect Interpretation
	  	26
		 	 17.09 Counterparts
	  	26

  

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 ADVISORY AGREEMENT 
 This Advisory Agreement, dated as of November 8, 2008 (the “Agreement”), is between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors
LLC, a Delaware limited liability company (the “Advisor”). 
 W I T N E S S E T H 
 WHEREAS, the Company desires to avail itself of the knowledge, experience, sources of information, advice, assistance and certain facilities 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 Board of Directors of the Company, on the terms
and conditions hereinafter set forth. 
 NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements
contained herein, the parties hereto agree as follows: 
 ARTICLE 1 
 DEFINITIONS 
 The following defined terms used in this Agreement shall have the
meanings specified below: 
 “Acquisition Expenses” means any and all expenses, excluding the fee payable to the Advisor pursuant
to Section 8.01, incurred by the Company, the Advisor or any Affiliate of either in connection with the selection, acquisition or development of any property, loan or other potential investment, whether or not acquired or originated, as
applicable, including, without limitation, legal fees and expenses, travel and communications expenses, costs of appraisals, nonrefundable option payments on properties or other investments not acquired, accounting fees and expenses, and title
insurance premiums. 
 “Acquisition Fees” means the fee payable to the Advisor pursuant to Section 8.01 plus all other fees
and commissions, excluding Acquisition Expenses, paid by any Person to any Person in connection with making or investing in any Property, Loan or other Permitted Investment or the purchase, development or construction of any Property by the Company.
Included in the computation of such fees or commissions shall be any real estate commission, selection fee, Development Fee, Construction Fee, nonrecurring management fee, loan fees or points or any fee of a similar nature, however designated.
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. 
 “Advance” shall have the meaning set forth in Article 16. 
 “Advisor” means (i) KBS Capital Advisors LLC, a Delaware limited liability company, or (ii) any successor advisor to the Company. 
 “Affiliate or Affiliated.” An Affiliate of another Person includes any of 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 outstanding voting 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 or indirectly 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 with 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 such program is comprised of Affiliates of the entity. 
 “Appraised Value” means the value according to an appraisal made by an Independent Appraiser. 
 “Articles of Incorporation” means the Articles 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 Management Fee” shall have the meaning set forth in
Section 8.02. 
 “Average Invested Assets” means, for a specified period, the average of the aggregate book value of 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 the average of
such values at the end of each month during such period. 
 “Board of Directors or Board” means 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” means the bylaws of the Company, as amended from time to time. 
 “Cash from
Financings” means the net cash proceeds realized by the Company from the financing of Properties, Loans or other Permitted Investments or from the refinancing of any Company indebtedness (after deduction of all expenses incurred in connection
therewith). 
  

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 “Cash from Sales and Settlements” means the net cash proceeds realized by the Company
(i) from the sale, exchange or other disposition of any of its assets or any portion thereof after deduction of all expenses incurred in connection therewith and (ii) from the prepayment, maturity, workout or other settlement of any loan
or debt-related investment or portion thereof after deduction of all expenses incurred in connection therewith. In the case of a transaction described in clause (i) (C) of the definition of “Sale” and (i)(B) of the definition of
“Settlement,” Cash From Sales and Settlements means the proceeds of any such transaction actually distributed to the Company from the Joint Venture or partnership. Cash from Sales and Settlements shall not include Cash from Financings.

 “Cash from Sales, Settlements and Financings” means the total sum of Cash from Sales and Settlements and Cash from Financings.

 “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any
provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time. 
 “Company” means KBS Real Estate Investment Trust, Inc., a corporation organized under the laws of the State of Maryland. 
 “Competitive Real Estate Commission” means a real estate or brokerage commission for the purchase or sale of property that is reasonable,
customary, and competitive in light of the size, type, and location of the property. 
 “Conflicts Committee” shall have the
meaning set forth in the Company’s Articles of Incorporation. 
 “Construction Fee” means a fee or other remuneration for
acting as general contractor and/or construction manager to construct improvements, supervise and coordinate projects or to provide major repairs or rehabilitation on a Property. 
 “Contract Sales Price” means the total consideration received by the Company for the sale of a Property, Loan or other Permitted Investment.

 “Cost of JV Investment” shall equal the product of (i) the amount actually paid or allocated to the purchase, development,
construction or improvement of Properties by the New Leaf – KBS JV, LLC, inclusive of expenses related thereto, and the amount of any outstanding debt associated with such Properties and the venture and (ii) the percentage that represents
the Company’s economic interest in New Leaf – KBS JV, LLC. 
 “Cost of Real Estate Investments” means the sum of
(i) with respect to Properties wholly owned, directly or indirectly, by the Company, the amount actually paid or allocated to the purchase, development, construction or improvement of Properties, inclusive of expenses related thereto, plus the
amount of any outstanding debt attributable to such Properties and (ii) in the case of Properties owned by any Joint Venture or 

  

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partnership in which the Company is a co-venturer or partner, the portion of the amount actually paid or allocated to the purchase, development, construction
or improvement of Properties, inclusive of expenses related thereto, plus the amount of any outstanding debt associated with such Properties that is attributable to the Company’s investment in the Joint Venture or partnership. 
 “Dealer Manager” means (i) KBS Capital Markets Group LLC, a Delaware limited liability company, or (ii) any successor dealer manager
to the Company. 
 “Development Fee” means a fee for the packaging 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” means a member of the Board of Directors of the Company. 
 “Disposition Fee” shall have the meaning
set forth in Section 8.03. 
 “Distributions” means 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. 
 “GAAP” means accounting
principals generally accepted in the United States. 
 “Gross Proceeds” means the aggregate purchase price of all Shares sold for
the account of the Company through an Offering, without deduction for Organization and Offering Expenses. 
 “Independent
Appraiser” means a person or entity with no material current or prior business or personal relationship with the 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” means the amount calculated by multiplying the total number of Shares purchased by Stockholders by the issue price, reduced by any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for redemption of
Shares. 
 “Joint Venture” means any joint venture, limited liability company or other Affiliate of the Company that owns, in whole
or in part, on behalf of the Company any Properties, Loans or other Permitted Investments. 
 “Listed” or “Listing” shall
have the meaning set forth in the Company’s Articles of Incorporation. 
  

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 “Loans” means mortgage loans and other types of debt financing purchased by the Company,
including, without limitation, mezzanine loans, B-notes, bridge loans, convertible mortgages, wraparound mortgage loans, construction mortgage loans, loans on leasehold interests and participations in such loans. 
 “NASAA Guidelines” means the NASAA Statement of Policy Regarding Real Estate Investment Trusts as in effect on the date hereof. 
 “New Leaf-KBS Management Fee” has the meaning set forth in Section 8.02(ii). 
 “Net Income” means, for any period, the total revenues applicable to such 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 Operating Expenses (as defined herein) shall exclude the gain from the sale of the
Company’s assets. 
 “Offering” means any offering of Shares that is registered with the SEC, excluding Shares offered under
any employee benefit plan. 
 “Operating Cash Flow” means Operating Revenue Cash Flows minus the sum of (i) Operating
Expenses, (ii) all principal and interest payments on indebtedness and other sums paid to lenders, (iii) 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 tax incurred in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (iv) taxes, (v) incentive fees paid in compliance
with 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). 
 “Operating Expenses” means all costs and expenses incurred by the Company, as determined under GAAP, 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 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 tax
incurred in connection with the issuance, distribution, transfer, registration and Listing of the Shares, (ii) interest payments, (iii) taxes, (iv) non-cash expenditures such as depreciation, amortization and bad loan reserves,
(v) incentive fees paid in compliance with 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). 
 “Operating Revenue Cash Flows” means the Company’s cash flow from ownership and operation of Properties, Loans, interests in Properties
owned by any Joint 

  

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Venture or partnership in which the Company is a co-venturer or partner, Permitted Investments, and short-term investments. 
 “Organization 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 any reimbursement of expenses of the underwriter by the Company; 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 expenses of qualification of the sale of the securities under Federal and State laws, including
taxes and fees, accountants’ and attorneys’ fees. 
 “Partnership” means KBS Limited Partnership, a Delaware limited
partnership formed to own and operate Properties, Loans and other Permitted Investments on behalf of the Company. 
 “Performance
Fee” has the meaning set forth in Section 8.02(ii). 
 “Permitted Investments” means all investments (other than
Properties, Loans and interests in Properties owned by any Joint Venture or partnership in which the Company is a co-venturer or partner) that the Company may acquire pursuant to its Articles of Incorporation, Bylaws and the investment objectives
and policies adopted by the Board of Directors of the Company from time to time, other than short-term investments acquired for purposes of cash management. 
 “Person” means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 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 of Section 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 Exchange Act of 1934, as amended. 
 “Property or Properties” means any real property or properties transferred or conveyed 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 a co-venturer or partner. 
 “Property Manager” means an entity
that has been retained to perform and carry out at one or more of the Properties 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 and ultimately paid by the tenant at such Property. 
  

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 “Registration Statement” means the registration statement filed by the Company with the SEC on
Form S-11 (Reg. No. 333-126087), as amended from time to time, in connection with the initial public offering of the Company’s Shares. 
 “REIT” means a “real estate investment trust” under Sections 856 through 860 of the Code. 
 “Sale or
Sales” means (i) any transaction or series of transactions whereby: (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 a ground 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 which it
is a co-venturer or partner; or (C) any Joint Venture or partnership (in which the Company or the Partnership as a co-venturer or partner) sells, grants, transfers, conveys, or relinquishes its ownership of any Property, Loan or other Permitted
Investment or portion 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 in clause (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.

 “SEC” means the United States Securities and Exchange Commission. 
 “Settlement” means (i) the prepayment, maturity, workout or other settlement of any Loan or other Permitted Investment or portion thereof
owned by (A) the Company or the Partnership or (B) any Joint Venture or any partnership in which the Company or the Partnership is a partner, but (ii) not including any transaction or series of transactions specified in clause
(i) (A) or (i) (B) above in which the proceeds of such prepayment, maturity, workout or other settlement are reinvested in one or more Properties, Loans or other Permitted Investments within 180 days thereafter. 
 “Shares” means the shares of common stock of the Company, par value $.01 per share. 
 “Stockholders” means 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). For purposes 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 and shall be
calculated net of (1) Distributions of Operating Cash Flow to the extent such Distributions of Operating Cash Flow provide a cumulative, non- 

  

 7 








 
compounded, annual return in excess of 8%, as such amounts are computed on a daily basis based on a three hundred sixty-five day year and
(2) Distributions of Cash from Sales, Settlements and Financings, except to the extent such Distributions would be required to supplement Distributions of Operating Cash Flow in order to achieve a cumulative, non-compounded, annual return of
8%, as such amounts are computed on a daily basis based on a three hundred sixty-five day year. 
 “Subordinated Incentive Fee”
means the fee payable to the Advisor under certain circumstances if the Shares are Listed, as calculated in Section 8.05. 
 “Subordinated Performance Fee Due Upon Termination” means a fee payable in the form of an interest bearing promissory note (the “Performance Fee Note”) in a principal amount equal 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 all other 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) 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 the Termination Date less (2) any prior payment to the Advisor of a Subordinated Share of Cash Flows. Interest
on the Performance Fee Note will accrue beginning on the Termination Date at a rate deemed fair and reasonable by the Conflicts Committee. The Company shall repay the Performance Fee Note at such time as the Company completes the first Sale or
Settlement after the Termination Date using Cash from Sales and Settlements. If the Cash from Sales and Settlements from the first Sale or Settlement after the Termination Date is insufficient to pay the Performance Fee Note in full, including
accrued interest, then the Performance Fee Note shall be paid in part from the Cash from Sales and Settlements from the first Sale or Settlement, and in part from the Cash From Sales and Settlements from each successive Sale or Settlement until the
Performance Fee Note is repaid in full, with interest. If the Performance Fee Note has not been paid in full within five years from the Termination Date, then the Advisor, its successors or assigns, may elect to convert the balance of the fee,
including accrued but unpaid interest, into Shares at a price per Share equal to the average closing price of the Shares over the ten trading days immediately preceding the date of such election if the Shares are Listed at such time. If the Shares
are not Listed at such time, the Advisor, its successors or assigns, may elect to convert the balance of the fee, including accrued but unpaid interest, into Shares at a price per Share equal to the fair market value for the Shares as determined by
the Board of Directors based upon the Appraised Value of Company’s Properties on the date of election plus the fair market value of all other Loans and Permitted Investments of the Company on the date of election. 
 “Subordinated Share of Cash Flows” has the meaning set forth in Section 8.04. 
 “Termination Date” means the date of termination of the Agreement determined in accordance with Article 13 hereof. 
  

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 “2%/25% Guidelines” means the requirement pursuant to the NASAA Guidelines that, in any period
of four consecutive fiscal quarters, total Operating Expenses 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. 

“7% Return” has the meaning set forth in Section 8.02(ii). 
 ARTICLE 2 
 APPOINTMENT 
 The Company hereby appoints the Advisor to serve as its advisor and asset manager on the terms and conditions set forth in this Agreement, and the
Advisor hereby accepts such appointment. 
 ARTICLE 3 
 DUTIES OF THE ADVISOR 
 The Advisor is responsible for managing, operating, directing and supervising the
operations and administration of the Company and its assets. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide the Company 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 of Directors. Subject to the limitations set forth in this Agreement, including Article 4 hereof, and the continuing and
exclusive authority of the Board of Directors over the management of the Company, the Advisor shall, either directly or by engaging an Affiliate or third party, perform the following duties: 
 3.01 Organizational and Offering Services. The Advisor shall perform all services related to the organization of the Company or any Offering or private
sale of the Company’s securities other than services that (i) are to be performed by the Dealer Manager, (ii) the Company elects to perform directly or (iii) would require the Advisor to register as a broker-dealer with the SEC
or any state. 
 3.02 Acquisition Services. 
 (i)  Serve as the Company’s investment and financial advisor and provide relevant market research and economic and statistical data in connection with the Company’s assets and investment objectives
and policies; 
 (ii)  Subject to Section 4 hereof and the investment objectives and policies of the Company:
(a) locate, analyze and select potential investments; (b) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties, Loans and other Permitted Investments will be made; (c) acquire,
originate and dispose of Properties, Loans and other Permitted 

  

 9 








 
Investments on behalf of the Company; (d) arrange for financing and refinancing and make other changes in the asset or capital structure of investments
in Properties, Loans and other Permitted Investments; and (e) enter into leases, service contracts and other agreements for Properties, Loans and other Permitted Investments; 
 (iii)  Perform due diligence on prospective investments and create due diligence reports summarizing the results of such work;

 (iv)  Prepare reports regarding prospective investments that include recommendations and supporting
documentation necessary for the Directors to evaluate the proposed investments; 
 (v)  Obtain reports (which may
be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of contemplated investments of the Company; 
 (vi)  Deliver to or maintain on behalf of the Company copies of all appraisals obtained in connection with the Company’s investments; and 
 (vii)  Negotiate and execute approved investments and other transactions. 
 3.03 Asset Management Services. 
 (i)  Real Estate Services: 
 (a)  Investigate, select and, on behalf of the Company, engage and
conduct business with (including enter contracts with) such Persons as the Advisor deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical
advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies, Property Managers and any and all Persons acting in
any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services; 
 (b)  Negotiate and service the Company’s debt facilities and other financings; 
 (c)  Monitor applicable markets and obtain reports (which may be prepared by the Advisor or its Affiliates) where appropriate, concerning the value of investments of the Company; 
 (d)  Monitor and evaluate the performance of each asset of the Company and the Company’s overall portfolio of assets,
provide daily management services to the Company and perform and supervise the 

  

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various management and operational functions related to the Company’s investments; 
 (e)  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; 
 (f)  Consult with the officers and the Board of Directors of the Company and assist the Board in the formulation and
implementation 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 in
connection with any borrowings proposed to be undertaken by the Company; 
 (g)  Oversee the performance by the
Property Managers of their duties, including collection and proper deposits of rental payments and payment of Property expenses and maintenance; 
 (h)  Conduct periodic on-site property visits to some or all (as the Advisor deems reasonably necessary) of the Properties to inspect the physical condition of the Properties and to evaluate the performance
of the Property Managers; 
 (i)  Review, analyze and comment upon the operating budgets, capital budgets and
leasing plans prepared and submitted by each Property Manager and aggregate these property budgets into the Company’s overall budget; 
 (j)  Coordinate and manage relationships between the Company and any co-venturers or partners; and 
 (k)  Consult with the officers and Board of Directors of the Company and provide assistance with the evaluation and approval of potential asset dispositions, sales and refinancings. 
 (ii)  Accounting and Other Administrative Services: 
 (a)  Provide the day-to-day management of the Company and perform and supervise the various administrative functions reasonably
necessary for the management of the Company; 
 (b)  From time to time, or at any time reasonably requested by the
Board, make reports to the Board on the Advisor’s performance of services to the Company under this Agreement; 
  

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 (c)  Make reports to the Conflicts Committee each quarter of the investments
that have been made by other programs sponsored by the Advisor or any of its Affiliates, including KBS Realty Advisors LLC, as well as any investments that have been made by the Advisor or any of its Affiliates directly; 
 (d)  Provide or arrange for any administrative services and items, legal and other services, office space, office furnishings,
personnel and other overhead items necessary and incidental to the Company’s business and operations; 
 (e)  Provide financial and operational planning services; 
 (f)  Maintain accounting and other
record-keeping functions at the Company level and the investment levels, including information concerning the activities of the Company as shall be required to prepare and to file all periodic financial reports, tax returns and any other information
required to be filed with the SEC, the Internal Revenue Service and any other regulatory agency; 
 (g)  Maintain
and preserve all appropriate books and records of the Company; 
 (h)  Provide tax and compliance services and
coordinate with appropriate third parties, including the Company’s independent auditors and other consultants, on related tax matters; 
 (i)  Provide the Company with all necessary cash management services; 
 (j)  Manage and coordinate with the transfer agent the dividend process and payments to Stockholders; 
 (k)  Consult with the officers and Board of Directors of the Company and assist the Board in evaluating and obtaining adequate insurance coverage based upon risk management determinations; 
 (l)  Provide the officers and Board of Directors of the Company with timely updates related to the overall regulatory
environment affecting the Company, as well as managing compliance with such matters, including but not limited to compliance with the Sarbanes-Oxley Act of 2002; 
 (m)  Consult with the officers and Board of Directors of the Company relating to the corporate governance structure and
appropriate policies and procedures related thereto; 
  

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 (n)  Perform all reporting, record keeping, internal controls and similar
matters in a manner to allow the Company to comply with applicable law, including the Sarbanes-Oxley Act; 
 (o)  Notify the Board of Directors of all proposed material transactions before they are completed; and 
 (p)  Do all things necessary to assure its ability to render the services described in this Agreement. 
 3.04 Stockholder
Services. 
 (i)  Manage communications with Stockholders, including answering phone calls, preparing and sending
written and electronic reports and other communications; 
 (ii)  Oversee the performance of the transfer agent and
registrar; and 
 (iii)  Establish technology infrastructure to assist in providing Stockholder support and
service. 
 3.05 Other Services. Except as provided in Article 7, the Advisor shall perform any other services reasonably requested by the
Company (acting through the Conflicts Committee). 
 ARTICLE 4 
 AUTHORITY OF ADVISOR 
 4.01 General. All rights and powers to manage and control the day-to-day business and
affairs of the Company shall be vested in the Advisor. The Advisor shall have the power to delegate all or any part of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates,
agents and representatives of the Advisor or the Company as it may deem appropriate. Any authority delegated by the Advisor to any other Person shall be subject to the limitations on the rights and powers of the Advisor specifically set forth in
this Agreement or the Articles of Incorporation of the Company. 
 4.02 Powers of the Advisor. Subject to the express limitations set forth
in this Agreement and the continuing and exclusive authority of the Board of Directors over the management of the Company, the power to direct the management, operation and policies of the Company shall be vested in the Advisor, which shall have the
power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other
undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement. 
  

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 4.03 Approval by the Board of Directors. Notwithstanding the foregoing, the Advisor may not take any
action on behalf of the Company without the prior approval of the Board of Directors or duly authorized committees thereof if the Articles of Incorporation or Maryland General Corporation Law require the prior approval of the Board of Directors. The
Advisor will deliver to the Board of Directors all documents required by it to evaluate a proposed investment (and any related financing). 
 4.04 Modification or Revocation of Authority of Advisor. The Board of Directors may, at any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof;
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 prior to the date of receipt by the Advisor
of such notification. 
 ARTICLE 5 
 BANK ACCOUNTS 
 The Advisor may establish and maintain one or more bank accounts in its own name for the account 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 of Directors may approve,
provided that no funds shall be commingled with the funds of the Advisor. The Advisor shall from time to time render appropriate accountings of such collections and payments to the Board and the auditors of the Company. 
 ARTICLE 6 
 RECORDS AND FINANCIAL STATEMENTS

 The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the
Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and
shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to
calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s
assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a
deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall 

  

 14 








 
provide such officers and auditors with the reports and other information that the Company so requests. 
 ARTICLE 7 
 LIMITATION ON ACTIVITIES

 Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take any action that, in its sole judgment made in
good faith, would (i) adversely affect the ability of the Company to qualify or continue to qualify as a REIT under the Code, (ii) subject the Company to regulation under the Investment Company Act of 1940, as amended, (iii) 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, (iv) require the Advisor to register as a broker-dealer with the SEC or any state, or
(v) violate the Articles of Incorporation or Bylaws. In the event an action that would violate (i) through (v) of the preceding sentence but such action has been ordered by the Board of Directors of the Company, the Advisor shall
notify the Board of 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 Board of Directors. In such event, the
Advisor shall have no liability for acting in accordance with the specific instructions of the Board of Directors so given. 
 ARTICLE 8

 FEES 
 8.01 Acquisition Fees.
As compensation for the investigation, selection and acquisition (by purchase, investment or exchange) of Properties, Loans and other Permitted Investments, the Company shall pay Acquisition Fees to the Advisor for each such investment. With respect
to the acquisition of a Property to be wholly owned by the Company, the Acquisition Fee payable to the Advisor shall equal 0.75% of the sum of the amount actually paid or allocated to the purchase, development, construction or improvement of such
Property, inclusive of the Acquisition Expenses associated with such Property, and the amount of any debt attributable to such Property. With respect to the acquisition of Properties through any Joint Venture or partnership in which the Company is a
co-venturer or partner, the Acquisition Fee payable to the Advisor shall equal 0.75% of the portion of the amount actually paid or allocated to the purchase, development, construction or improvement of the Property, inclusive of the Acquisition
Expenses associated with such Property, plus the amount of any outstanding debt associated with such property that is attributable to the Company’s investment in the Joint Venture or partnership. With respect to Loans and other Permitted
Investments, the Acquisition Fee payable to the Advisor shall equal 0.75% of the cost of such investment, inclusive of Acquisition Expenses associated with such investment and the amount of any debt attributable to such investment. Notwithstanding
anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations contained in the Company’s Articles of Incorporation. The Advisor shall submit an invoice to the 

  

 15 








 
Company following the closing or closings of each acquisition, accompanied by a computation of the Acquisition Fee. The Acquisition Fee payable to the
Advisor shall be paid at the closing of the acquisition upon receipt of the invoice by the Company. 
 8.02 Asset Management Fees.

 (i)  Except as provided in Section 8.02(ii) hereof, the Company shall pay the Advisor as compensation for
the services described in Article 3 hereof a monthly fee (the “Asset Management Fee”) in an amount equal to one-twelfth of 0.75% of the sum of the Cost of Real Estate Investments and the outstanding principal amount of the Loans and other
Permitted Investments, as of the end of the preceding month. The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the Asset Management Fee for the applicable period. The Asset Management Fee shall be payable on
the last day of such month, or the first business day following the last day of such month. The Asset Management Fee may or may not be taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the Asset
Management Fee not taken as to any fiscal year shall be deferred without interest and may be taken in such other fiscal year as the Advisor shall determine. 
 (ii)  The Asset Management Fee described in Section 8.02(i) hereof is not payable with respect to the Company’s
investment in the New Leaf – KBS JV, LLC and Cost of Real Estate Investments as used in Section 8.02(i) shall not include the Company’s allocable portion of its investment in the New Leaf – KBS JV, LLC. Instead, with respect to
the Company’s investment in the New Leaf – KBS JV, LLC, the Company shall pay the Advisor a separate management fee (the “New Leaf-KBS Management Fee”) as follows: 
 The Company shall pay the Advisor as compensation for the services described in Article 3 hereof a monthly fee related to the New Leaf – KBS JV, LLC
as follows: 
  

			
	Months of Ownership of Investment	  	New Leaf-KBS Management Fee
	1 - 36	  	1/12 of 0.27% of Cost of JV Investment
	Month 37+	  	To be negotiated upon renewal of advisory agreement

 The Advisor shall submit a monthly invoice to the Company, accompanied by a computation of the New
Leaf-KBS Management Fee for the applicable period. The New Leaf-KBS Management Fee shall be payable on the last day of such month, or the first business day following the last day of such month. The New Leaf-KBS Management Fee may or may not be
taken, in whole or in part, as to any year in the sole discretion of the Advisor. All or any portion of the New Leaf-KBS Management Fee not taken as to any fiscal year shall be deferred 

  

 16 








 
without interest and may be taken in such other fiscal year as the Advisor shall determine. 
 In addition, if at any time during the Company’s ownership of an interest in the New Leaf – KBS JV, LLC, the Company’s funds from
operations for the period commencing January 1, 2006 through the date of any such calculation exceed an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the
period from July 18, 2006 through the date of such reimbursement (the “7% Return”), then as of the date of such calculation the Advisor shall earn a fee (the “Performance Fee”) in an amount that would make the Advisor’s
cumulative fees related to the Company’s investment in the New Leaf – KBS JV, LLC (including the New Leaf-KBS Management Fee set forth above and any Performance Fee amounts already paid) equal to 0.75% of the Cost of JV Investment on an
annualized basis from the date of the Company’s investment in the New Leaf – KBS JV, LLC through the date of calculation, provided that on any calculation date the Advisor shall earn only the portion of this amount that is available from
the Company’s positive funds from operations for the period commencing January 1, 2006 through the date of any such calculation less the 7% Return. 
 Notwithstanding anything contained in this Section 8.02(ii), no Performance Fee will be earned unless and until the Advance described in Article 16 hereof, as amended in the future, has been repaid in full.

 8.03 Disposition Fees. If the Advisor or any of its Affiliates provide a substantial amount of services (as determined by the Conflicts
Committee) in connection with a Sale, the Advisor or such Affiliate shall receive a fee at the closing (the “Disposition Fee”) equal to 1.0% of the Contract Sales Price; provided, however, that no Disposition Fee shall be payable to the
Advisor for any Sale if such Sale involves the Company selling all or substantially all of its assets in one or more transactions designed to effectuate a business combination transaction (as opposed to a Company liquidation, in which case the
Disposition Fee would be payable if the Advisor or an Affiliate provides a substantial amount of services as provided above). Any Disposition Fee payable under this Section 8.03 may be paid in addition to real estate commissions paid to
non-Affiliates, provided that the total real estate commissions (including such Disposition Fee) paid to all Persons by the Company for each Property shall not exceed an amount equal to the lesser of (i) 6.0% of the aggregate Contract Sales
Price of each Property or (ii) the Competitive Real Estate Commission for each Property. Substantial assistance in connection with the sale of a Property includes the Advisor’s preparation of an investment package for the Property
(including a new investment analysis, rent rolls, tenant information regarding credit, a property title report, an environmental report, a structural report and exhibits) or such other substantial services performed by the Advisor in connection with
a sale. 
 8.04 Subordinated Share of Cash Flows. The Subordinated Share of Cash Flows shall be payable to the Advisor in an amount equal to
15% of Operating Cash Flow and Cash from Sales, Settlements and Financings remaining after the Stockholders have received Distributions of Operating Cash Flow and of Cash from Sales, Settlements and 

  

 17 








 
Financings such that the owners of all outstanding Shares have received Distributions in an aggregate amount equal to the sum of: 
  

	 	a.	the Stockholders’ 8% Return and 


	 	b.	Invested Capital. 

 When determining whether the above threshold has been
met: 
  

	 	(A)	Any stock dividend shall not be included as a Distribution; and 

  

	 	(B)	Distributions paid on Shares redeemed by the Company (and thus no longer included in the determination of Invested Capital), shall not be included as a Distribution.


 Following Listing, no Subordinated Share of Cash Flows will be paid to the Advisor. 
 8.05 Subordinated Incentive Fee. Upon Listing, the Advisor shall be entitled to the Subordinated Incentive Fee in an amount equal to 15.0% of the amount
by which (i) the market value of the outstanding Shares of the Company, measured by taking the average closing price or the average of the bid and asked price, as the case may be, over a period of 30 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 Stockholders (excluding any stock dividends) from the Company’s inception until the date that 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 Stockholders in order to pay the Stockholders’ 8% Return from inception through the date Market Value is
determined. The Company shall have the option to pay such fee in the form of cash, Shares, a promissory note 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 of Cash Flows. In the event the Subordinated Incentive Fee is paid to the Advisor following Listing, no other performance fee will be paid to the Advisor. 
 8.06 Changes to Fee Structure. 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. 
 ARTICLE 9 
 EXPENSES 
 9.01 General. In addition to the compensation paid to the Advisor pursuant to Article 8 hereof,
the Company shall pay directly or reimburse the Advisor for all of the expenses paid or incurred by the Advisor or its Affiliates on behalf of the Company or in connection with the services provided to the Company pursuant to this Agreement,
including, but not limited to: 
  

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 (i)  All Organization and Offering Expenses; provided, however, that the
Company shall not reimburse the Advisor to the extent such reimbursement would cause the total amount spent by the Company on Organization and Offering Expenses to exceed 15% of the Gross Proceeds raised as of the date of the reimbursement and
provided further 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 Company incurred Organization and Offering Expenses exceeding 15% of the Gross Proceeds raised
in the completed Offering; the Company shall not reimburse the Advisor for any Organization and Offering Expenses that the Conflicts Committee decides are not fair and commercially reasonable to the Company. 
 (ii)  Acquisition Fees and Acquisition Expenses incurred in connection with the selection and acquisition of Properties, Loans
and other Permitted Investments, including such expenses incurred related to assets pursued or considered but not ultimately acquired by the Company, provided that, notwithstanding anything herein to the contrary, the payment of Acquisition Fees and
Acquisition Expenses by the Company shall be subject to the limitations contained in the Company’s Articles of Incorporation; 
 (iii)  The actual out-of-pocket 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 or Properties, taxes as an expense of doing business and any other taxes otherwise imposed
on the Company and its business, assets or income; 
 (vi)  Out-of-pocket costs associated with insurance required
in connection with the business of the Company or by its officers and Directors; 
 (vii)  Expenses of managing,
improving, developing, operating and selling Properties owned by the Company; 
 (viii)  All out-of-pocket expenses
in connection with payments to the Board of Directors and meetings of the Board of Directors and Stockholders; 
 (ix)  Personnel and related employment costs incurred by the Advisor or its Affiliates in performing the services described in Article 3 hereof, including but not limited to reasonable salaries 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 Acquisition Fees or Disposition Fees; 
  

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 (x)  Out-of-pocket 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; 
 (xi)  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 Conflicts Committee or any committee of the Board of Directors; 
 (xii)  Out-of-pocket costs for the Company to comply with all applicable laws, regulations and ordinances; 
 (xiii)  Expenses connected with payments of Distributions made or caused to be made by the Company to the Stockholders; 
 (xiv)  Expenses of organizing, redomesticating, merging, liquidating or dissolving the Company or of amending the Articles of Incorporation or the Bylaws; and 
 (xv)  All other out-of-pocket costs incurred by the Advisor in performing its duties hereunder. 
 9.02 Timing of and Additional Limitations on Reimbursements. 
 (i)  Expenses incurred by the Advisor on behalf of the Company and reimbursable pursuant to this Article 9 shall 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 Article 9 to the contrary, the expenses enumerated in this Article 9 shall not
become reimbursable to the Advisor unless and until the Company has raised $2.5 million in its initial public offering. 
 (iii)  The Company shall not reimburse the Advisor at the end of any fiscal quarter for Operating Expenses that 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 unless the Conflicts Committee determines that such excess was justified, based on unusual and nonrecurring factors
that the Conflicts Committee deems sufficient. If the Conflicts Committee does 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 Conflicts Committee
determines such excess was justified, then, within 60 days after the end of any fiscal quarter of the Company for which total reimbursed Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the
Conflicts 

  

 20 








 
Committee, shall send to the Stockholders a written disclosure of such fact, together with an explanation of the factors the Conflicts 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 foregoing computation shall be determined in
accordance with GAAP applied on a consistent basis. 
 ARTICLE 10 
 VOTING AGREEMENT 
 The Advisor agrees that, with respect to any Shares now or
hereinafter owned by it, the Advisor will not vote or consent on matters submitted to the stockholders of the Company regarding (i) the removal of the Advisor or any Affiliate of the Advisor or (ii) any transaction between the Company and
the Advisor or any of its Affiliates. This voting restriction shall survive until such time that the Advisor is both no longer serving as such and is no longer an Affiliate of the Company. 
 ARTICLE 11 
 RELATIONSHIP OF ADVISOR AND COMPANY; 
 OTHER ACTIVITIES OF THE ADVISOR 
 11.01
Relationship.  The Company and the Advisor 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. 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 the right of any manager, director, officer, employee or equityholder of the Advisor or its Affiliates to engage in any other business or to render services of any kind to any other Person. 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. The Advisor shall promptly disclose to the Board of Directors the existence of any condition or
circumstance, existing or anticipated, of which it has knowledge, that 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 Person. 
 11.02 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. 
  

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 11.03 Investment Opportunities and Allocation.  The Advisor shall be required to use
commercially reasonable efforts to present a continuing and suitable investment program to the Company that is consistent with the investment policies and objectives of the Company, but neither the Advisor nor any Affiliate of the Advisor shall be
obligated generally to present any particular investment opportunity to the Company even if the opportunity is of character that, if presented to the Company, could be taken by the Company. In the event an investment opportunity is located, the
allocation procedure set forth under the caption “Conflicts of Interest – Certain Conflict Resolution Measures – Allocation of Investment Opportunities” in the Registration Statement shall govern the allocation of the opportunity
among the Company and Affiliates of the Advisor. 
 ARTICLE 12 
 THE KBS NAME 
 The Advisor and its Affiliates have a proprietary interest in the name “KBS.” The
Advisor hereby grants to the Company a non-transferable, non-assignable, non-exclusive royalty-free right and license to use the name “KBS” during the term of this Agreement. Accordingly, and in recognition of this right, if at any time
the Company ceases to retain the Advisor or one of its Affiliates to perform advisory services for the Company, the Company will, promptly after receipt of written request from the Advisor, cease to conduct business under or use the name
“KBS” or any derivative thereof and the Company shall change its name and the names of any of its subsidiaries to a name that does not contain the name “KBS” or any other word or words that might, in the reasonable discretion of
the Advisor, be susceptible of indication of some form of relationship between the Company and the Advisor or any its Affiliates. At such time, the Company will also make any changes to any trademarks, servicemarks or other marks necessary to remove
any references to the word “KBS.” 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 the future organize, sponsor or otherwise permit to exist other
investment vehicles (including vehicles for investment in real estate) and financial and service organizations having “KBS” as a part of their name, all without the need for any consent (and without the right to object thereto) by the
Company. 
 ARTICLE 13 
 TERM AND
TERMINATION OF THE AGREEMENT 
 13.01 Term.  This Agreement shall have an initial term of one year from the date hereof and may be
renewed for an unlimited number of successive one-year terms upon mutual consent of the parties. The Company (acting through the Conflicts Committee) will evaluate the performance of the Advisor annually before renewing this Agreement, and each such
renewal shall be for a term of no more than one year. Any such renewal must be approved by the Conflicts Committee. 
  

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 13.02 Termination by Either Party.  This Agreement may be terminated upon 60 days written
notice without cause or penalty by either the Company (acting through the Conflicts Committee) or the Advisor. The provisions of Articles 1, 10, 12, 13, 15, 16 and 17 shall survive termination of this Agreement. 
 13.03 Payments on Termination and Survival of Certain Rights and Obligations.  Payments to the Advisor pursuant to this Section 13.03
shall be subject to the 2%/25% Guidelines to the extent applicable. 
 (i) 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 within 30 days after the effective date of such termination (A) all unpaid reimbursements of expenses and all earned but unpaid
fees payable to the Advisor prior to termination of this Agreement and (B) 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. 
 (ii) The Advisor shall promptly upon termination: 
 (a) pay over to the Company all money collected pursuant to this Agreement, if any, after deducting any accrued compensation and
reimbursement for its expenses to which it is then entitled; 
 (b) deliver to the Board of Directors 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; 
 (c) deliver to the Board of Directors all assets and documents of the Company then in the custody of the Advisor; and 
 (d) cooperate with the Company to provide an orderly transition of advisory functions. 
 (iii) Notwithstanding anything contained in this Section 13.03 to the contrary, the payment obligations of the Company and Advisor
set forth in Article 16 of this Agreement shall survive termination of this Agreement. 
 ARTICLE 14 
 ASSIGNMENT 
 This Agreement may be assigned
by the Advisor to an Affiliate with the consent of the Conflicts Committee. The Advisor may assign any rights to receive fees or other payments under this Agreement without obtaining the approval of the Board of Directors. This Agreement shall not
be assigned by the Company without the consent of the 

  

 23 








 
Advisor, except in the case of an assignment by the Company to a corporation or other organization that is a successor to all of the assets, rights and
obligations 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. 
 ARTICLE 15 
 INDEMNIFICATION AND LIMITATION OF LIABILITY 
 The Company shall indemnify, defend and hold harmless the Advisor and its Affiliates, including their respective officers, directors, equity holders,
partners and employees, 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, subject to any limitations imposed by the Company’s the Articles of Incorporation. Any indemnification of the Advisor may be made only out of the net assets of the Company and not from
Stockholders. 
 ARTICLE 16 
 ADVANCE 
 Notwithstanding anything contained in Article 9 of this Agreement to the contrary, the Advisor hereby agrees to advance
funds (the “Advance”) to the Company equal to the amount by which the cumulative amount of distributions declared by the Company from January 1, 2006 through the period ending January 31, 2009 exceeds the amount of the
Company’s funds from operations (as defined by NAREIT) from January 1, 2006 through January 31, 2009. Advisor further agrees that the Company will only be obligated to reimburse the Advisor for the Advance if and to the extent that
the Company’s cumulative funds from operations for the period commencing January 1, 2006 through the date of any such reimbursement exceed the lesser of (i) the cumulative amount of any distributions declared and payable to the
Company’s Stockholders as of the date of such reimbursement or (ii) an amount that is equal to a 7.0% cumulative, non-compounded, annual return on Invested Capital for the Company’s Stockholders for the period from July 18, 2006
through the date of such reimbursement. Advisor understands and agrees that no interest shall accrue on the Advance being made under this Agreement. 
 ARTICLE 17 
 MISCELLANEOUS 
 17.01 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 

  

 24 








 
is accepted by the party to whom it is given, and shall be given by being delivered by hand or by overnight mail or other overnight delivery service to the
addresses set forth herein: 
 To the Company or the Board of Directors: 
 KBS Real Estate Investment Trust, Inc. 
 620 Newport Center Drive, Suite 1300 
 Newport Beach, California 92660 
 To the Advisor: 
 KBS
Capital Advisors LLC 
 620 Newport Center Drive, Suite 1300 
 Newport Beach, California 92660 
 Either party may at any time give notice in writing to the other party of a change in its address for the purposes of this Section 17.01. 
 17.02 Modification.  This Agreement shall 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 permitted assigns. 
 17.03 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. 
 17.04 Construction.  The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware.

 17.05 Entire Agreement.  This Agreement contains the entire agreement and understanding between 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 and/or usage of the trade inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing. 
 17.06 Waiver.  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. 
  

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 17.07 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. 
 17.08 Titles Not to Affect Interpretation.  The titles of Articles and Sections 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. 
 17.09 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. 
 [The remainder of this
page is intentionally left blank. 
 Signature page follows.] 
  


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

							
	KBS REAL ESTATE INVESTMENT TRUST, INC.
		
		 	By:/s/ Charles J. Schreiber, Jr.
		 	 Charles J. Schreiber, Jr., Chief Executive Officer

	
	KBS CAPITAL ADVISORS LLC
			
		 	By:    	 	PBren Investments, L.P., a Manager
				
		 		 	By:	 	 PBren Investments, LLC, as general
 partner

			
		 		 	          By:/s/ Peter M. Bren
		 		 	                Peter M. Bren, Manager
			
		 	By:	 	 Schreiber Real Estate Investments, L.P., a
 Manager

				
		 		 	By:  	 	 Schreiber Investments, LLC, as general
 partner

			
		 		 	          By:/s/ Charles J. Schreiber, Jr.
		 		 	                Charles J. Schreiber, Jr., Manager


  

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