Amendment no. 1 to the Advisory Agreement



 Exhibit 10.33 
 AMENDMENT NO. 1 
 TO THE 
 ADVISORY AGREEMENT 
 This amendment no. 1 to the Advisory Agreement dated as of November 8, 2008 (the
“Advisory Agreement”) between KBS Real Estate Investment Trust, Inc., a Maryland corporation (the “Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of
January 7, 2009 (the “Amendment”). Capitalized terms used herein but not defined shall have the meaning set forth in the Advisory Agreement. 
 WHEREAS, the Company and the Advisor desire to amend the Advisory Agreement to clarify the meaning of the term “funds from operations” as used in Section 8.02 (ii) and Article 16 of the Advisory
Agreement; 
 NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties
hereto agree to amend the Advisory Agreement as follows: 
  

	1.	Article 1 is hereby amended to add the following definition: 

 “Funds from Operations” means funds from operations as defined by NAREIT plus (i) any Acquisition Expenses and Acquisition Fees expensed by the Company and that are related to any Property, Loan or other Permitted Investment
acquired or expected to be acquired by the Company and (ii) any non-operating non-cash charges incurred by the Company, such as impairments of Property or Loans, any other than temporary impairments of marketable securities, or other similar
charges. 
  

	2.	Section 8.02 (ii) is hereby amended and restated as follows: 

 8.02 Asset Management Fees. 
 (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 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. 
  

	3.	Article 16 is hereby amended and restated as follows: 

 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 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. 
 Signature page follows. 







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment 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:	 	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