EXHIBIT 10.149


INVESTMENT
ADVISORY AGREEMENT FOR DISCRETIONARY ACCOUNTS


This INVESTMENT ADVISORY AGREEMENT (the “Agreement”)
is made and entered into as of this 15 day of 
November, 2005 by and between Inland American Real Estate Trust, Inc. (“Client”)
and Inland Investment Advisors, Inc., an Illinois corporation (“Adviser”), an
investment adviser registered under the Investment Advisers Act of 1940, as
amended (the “Advisers Act”), for the purpose of setting forth the terms and
conditions pursuant to which Adviser will manage Client’s assets designed for
management hereunder.


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


1.             APPOINTMENT AS INVESTMENT ADVISER.


Client hereby appoints and retains Adviser as
investment adviser and attorney-in-fact on the terms and conditions set forth
in this Agreement for those assets which Client may from time to time place
with Adviser, and any appreciation, income or proceeds thereon (the “Account”).  Adviser accepts the appointment as investment
adviser and agrees to manage and direct the investments of the Account, subject
to any Investment Guidelines (defined in Section 9 below) communicated to
Adviser in advance and in writing. 
Adviser assumes responsibility for the investment management of, and all
trading decisions for, the Account as of the date assets are placed in the
Account.


2.             AUTHORITY OF ADVISER.


Adviser has full discretionary authority with respect
to the investment and reinvestment of the assets of the Account, subject to the
Investment Guidelines.  Adviser, when it
deems appropriate, without prior consultation with or notification of Client,
may, (a) purchase, sell, exchange, convert and otherwise trade in securities,
including but not limited to money market instruments, mutual funds, stocks,
options and warrants, on margin or otherwise, (collectively, “Investments”),
for such prices, at such times and on such terms as Adviser, in its sole
discretion, deems advisable; (b) place orders for the execution of transactions
with or through brokers, dealers or issuers Adviser selects in its sole
discretion, including broker-dealer with whom Adviser is related; (c) render,
furnish and provide advice, analyses and other information concerning the
retention, monitoring, performance or termination of other investment advisers
or asset managers; (d) negotiate, on Client’s behalf, the terms and conditions,
and execute and deliver all agreements and ancillary documents incidental
thereto, necessary to open accounts in the name, or for the benefit, of Client
with such brokers, dealers, advisers, managers, issuers or custodians as
Adviser may select with respect to the Account; and (e) act on Client’s behalf
in all matters necessary or incidental to servicing the Account, including all
transactions for the Account.  Client
will furnish Adviser with all additional powers of attorney and other
documentation, if any, necessary to appoint Adviser as agent and attorney-in-fact
with respect to the Account, but such powers shall not be construed to
authorize Adviser to take any action not authorized by this Agreement.


The foregoing authority shall remain in full force and
effect until; (a) revoked by Client pursuant to written notice to Adviser, or
(b) the termination of this Agreement pursuant to the 













terms of Section 14
below.  Revocation shall not affect
transactions entered into prior to such revocation.


3.             CUSTODIANSHIP.


The assets of the Account will be held by the
clearinghouse, broker-dealer, bank, trust company or other entity designed and
appointed by Adviser, and acceptable to Client, as custodian of the Account (“Custodian”).  All Investments held in the Account may be
registered in the name of Client or its nominee or held in street name.  Custodian is responsible for the physical
custody of the assets of the Account; for the collection of any interest,
dividends or other income attributable to the assets of the Account; and for
the exercise of rights and tenders on assets of the Account.  Adviser is not responsible for any loss
incurred by reason of any act or omission of Custodian; provided, however, that
Adviser will make reasonable efforts to require that Custodian perform its
obligations with respect to the Account.


4.             BROKERAGE/RESEARCH.


A.            Selection
of Broker-dealer.


Adviser may
allocate the execution of transactions for the Account to any broker-dealer at
prices and commission rates as Adviser, in its good faith judgment, believes
are in the best interest of the Account. 
Client understands that other brokerage entities may be willing to
execute transactions at prices and commission rates that are lower than or
different from those charged by the entity selected by Adviser.  Client further understands and acknowledges
that Adviser has a relationship with Inland Securities Corporation, a
broker-dealer registered with the Securities and Exchange Commission, and that
certain transactions on behalf of the Account may be executed through Inland
Securities Corporation, and as a result, Adviser as a part of the Inland Group
of companies, may benefit from the brokerage commissions from these
transactions.  Although Adviser intends
to treat Client fairly and act in the best interests of Client and the Account
in accordance with Adviser’s fiduciary duty, Client understands that Adviser
has an incentive to execute transactions through Inland Securities Corporation
to generate brokerage commissions.


B.            Research
Services.


In determining
what is in the Account’s best interest, Adviser will consider the available
prices and rates of brokerage commissions, and other relevant factors
including, without limitation, execution capabilities, the value of ongoing
relationships Adviser may have with various broker-dealer and research and
other services, as defined in Section 28(e)(3) of the Securities Exchange Act
of 1934.  In addition, Adviser may
receive equipment, subscriptions and reimbursement for professional memberships
from broker-dealer, and may purchase research and other services directly from
vendors, obtaining reimbursement from broker-dealer.  Adviser need not demonstrate that the
research and other services are of a direct benefit to the Account.  The 



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commissions paid to the
broker-dealer may exceed the amount of commissions another broker-dealer would charge
for the same transaction. Such research and other services, moreover, may be
available to Adviser on a cash basis. 
Adviser will be required to determine, in good faith, that the amount of
commissions paid is reasonable in relation to the value of the brokerage,
research and other services provided by the broker-dealer, viewed in terms of
either the particular transaction or Adviser’s overall responsibilities to all
of its clients.  The research and other
services provided may relate to a specific transaction placed with the
broker-dealer, but for the most part will consist of a wide variety of
information useful to the Account, Adviser and Adviser’s other clients.  Adviser’s ability to obtain research and
other services is an integral factor in establishing the fees charged by
Adviser under this Agreement.


C.                                     Execution
of Transactions by Broker-Dealer.


In effecting
transactions at the direction of Adviser, broker-dealer selected by Adviser may
effect similar transactions in the same Investment Account and for the accounts
of other clients of Adviser. 
Broker-dealer may bunch transaction orders and will allocate the
Investments so purchased or sold in a bunched order among the participating
accounts (including the Account) as Adviser determines to be reasonable.  Adviser may be charged a lesser per unit
commission on bunched orders than would otherwise be charged for a non-bunched
order, with the savings allocated to Client and Adviser’s other clients whose
orders are bunched.  In the case of
bunched orders, the brokerage commission paid by Client will be equal to a pro
rata portion of the entire commission charged, determined by multiplying the
entire commission by a fraction, the numerator of which is the number of shares
allocated to the Account and the denominator of which is the total number of
shares purchased or sold in the bunched transaction.


5.             SERVICES TO OTHERS.


Client understands that Adviser performs investment
advisory services for various clients. 
Adviser will allocate investment opportunities over a period of time on
a fair and equitable basis relative to all clients.  These allocations will be made on a basis
determined by Adviser to be reasonable, including a determination that some
clients may not purchase or sell the same Investments at the same time as
others.  Client acknowledges that Adviser
and its principals, employees and affiliates may purchase or sell Investments
for their own accounts and that Adviser shall not have any obligation to purchase
or sell, or to recommend for purchase or sale, for the Account, any Investments
that Adviser, its principals, employees or affiliates may purchase or sell for
its or their own accounts or for the account of any other client.


6.             PROXIES AND RELATED MATTERS.


In connection with the services to be rendered by
Adviser under this Agreement, Adviser hereby is granted the power as Client’s
proxy and attorney-in-fact to vote, tender or direct the voting or tendering of
all Investments held in the Account and to take actions on behalf of Client
with respect to Investments including, but not limited to, executing on behalf
of Client, any 



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consent, request,
direction, approval, waiver, objection, appointment or other instrument
required or permitted to be signed or executed by the holder of Investments.


7.             REPRESENTATIONS AND WARRANTIES.


A.            Client’s
Representations and Warranties.


Client hereby
represents and warrants to Adviser that: (i) Client has the requisite legal
capacity and authority to execute, deliver and to perform its obligations under
this Agreement; (ii) this Agreement has been duly authorized, executed and
delivered by Client and is the legal, valid and binding agreement of Client,
enforceable against Client in accordance with its terms; (iii) Client’s
execution of this Agreement and the performance of its obligations hereunder do
not conflict with or violate any provisions of the governing documents of
Client or any obligations by which Client is bound, whether arising by
contract, operation of law or otherwise; (iv) Client will deliver to Adviser
evidence of Client’s authority in compliance with such governing documents upon
Adviser’s request; and (v) the Client is the owner of all cash, Investments and
other assets in the Account, and there are no restrictions on the pledge,
hypothecation, transfer, sale or public distribution of such cash, securities
or assets.


B.            Adviser’s
Representations and Warranties.


Adviser hereby
represents and warrants to Client that: (i) Adviser is a corporation, duly
organized under the laws of the State of Illinois; (ii) this Agreement has been
duly authorized, executed and delivered by Client and is the legal, valid and
binding agreement of Adviser, enforceable against Adviser in accordance with
its terms; (iii) Adviser is an investment adviser registered with the
appropriate state and federal regulatory authorities pursuant to the Advisers
Act; (iv) Adviser will notify Client of any material change in Adviser’s
investment adviser registration within a reasonable time after such change; and
(v) Adviser will not engage in any principal or agency cross transactions with
respect to the Account without obtaining the prior consent of Client.


8.             VALUATION OF ASSETS.


In computing the market value of any Investments in
the Account, each Investment listed on any exchange or quoted on the Nasdaq
interdealer quotation system shall be valued at the last quoted sale price on
the valuation date on the principal exchange or the Nasdaq interdealer
quotation system on which the Investment is listed or included for quotation.  Any other Investment or assets shall be
valued in a manner determined in good faith by Adviser to reflect its or their
fair market value.


9.             INVESTMENT GUIDELINES.


Client is responsible for informing Adviser, in
advance and in writing, of any investment or other guidelines, objectives,
restrictions, conditions, limitations or directions applicable to, as well as
any cash needs of, the Account, from time to time (“Investment Guidelines”),
and of any 



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changes or modifications
to any such Investment Guidelines; provided, that any change or modification to
the Investment Guidelines shall become effective only after at least fifteen
(15) days’ advance notice to Adviser (unless Adviser expressly consents to a
shorter time period).  Client must give
Adviser prompt written notice if Client deems any Investments made or actions
taken on behalf of the Account to be in violation of the Investment
Guidelines.  Compliance with the
Investment Guidelines shall be determined on the date of purchase for an
Investment, based upon the price and characteristics of the Investment on the
date of purchase compared to the value of the Account as of the most recent
valuation date; the Investment Guidelines shall not be deemed breached as a
result of changes in value or status of an Investment following purchase.  Client agrees to furnish promptly, or to
cause Client’s Custodian or agent to furnish, to Adviser, all data and
information furnished to Adviser hereunder. 
Adviser shall have no responsibility with respect to the prudence of the
Investment Guidelines relative to the Client’s investment portfolio, the
overall diversification of Client’s assets or with respect to any assets of
Client other than those in the Account.


10.           CLIENT REPORTS AND MEETINGS.


Adviser will be responsible for ensuring that
Custodian sends to Client a report, as promptly as practical after the end of
each calendar month, reflecting: (i) all transactions for the Account during
such month; (ii) the aggregate market value of all assets for the Account on
the last day of such month; and (iii) such other information relating to the
Account as reasonably agreed to by Adviser and Client.  Adviser is not responsible for the content of
reports furnished to Client by the Custodian or any broker-dealer for the
Account.


Adviser will meet with Client and such other persons
as Client may designate, on reasonable notice and at reasonable locations, as
requested by Client, for the purpose of discussing general economic conditions,
portfolio performance, investment strategy and other matters relating to the
Account.


11.           FEES AND EXPENSES.


Client will pay Adviser for the services to be
rendered by Adviser under this Agreement in accordance with the fee schedule
attached hereto as Schedule A, which may be amended by Adviser from time to
time as agreed by Adviser and Client. 
All expenses relating to the investment of the assets of the Account,
including without limitation, brokerage commissions, transfer taxes and other
fees and expenses in the purchase, sale or other disposition of such assets,
shall be the sole responsibility of Client and will be payable from the
Account.


12.           ADVISER’S DUTY OF CARE.


Neither Adviser nor any of its principals, employees
or affiliates will be responsible hereunder for any action, performed or
omitted to be performed in good faith or at the direction of Client, or for any
errors in judgment in managing the Account. 
Adviser and its principals, employees and affiliates will not be
responsible for any loss incurred by reason of any act or omission of any broker-dealer
or Custodian; provided, however, that Adviser shall make reasonable efforts to
require that broker-dealer and Custodians perform their respective
obligations.  Adviser, in maintaining its
records, does not assume responsibility for the accuracy 



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of information furnished
by the Client, Custodian or any other third-party over which Adviser does not
have control.  Except as expressly set
forth in this Agreement, Adviser shall have no discretion, duty or responsibility
whatsoever with respect to the control, management or administration of the
Account.  Nothing herein in any way
constitutes a waiver or limitation of any of the obligations that Adviser may
have under federal and state securities laws.


13.           CONFIDENTIAL RELATIONSHIP.


Adviser agrees not to disclose any “confidential
information” provided to it by the Client. The term “confidential information”
shall not include information which:  (a)
was in the public domain prior to disclosure by publication or otherwise
through no action of Adviser; (b) was already known to Adviser; or (c) was
received by Adviser through a source other than Client which is or was not
under an obligation of confidentiality to Client.  Further, notwithstanding anything to the
contrary herein, Adviser may disclose “confidential information” to its agents
and advisors whenever Adviser determines that disclosure is necessary or
advisable to provide the services contemplated hereunder. Adviser shall inform
all parties who receive disclosure of “confidential information” or who have
access to such information of the confidentiality obligations set forth herein,
and shall inform the Client of disclosure of “confidential information” to any
party other than Adviser’s independent public accountants or attorneys.


14.           TERMINATION


This Agreement may be terminated by Client or Adviser
at any time on thirty (30) days’ prior written notice.  Furthermore, Client may terminate this
Agreement within five (5) business days after execution without penalty.  Except with respect to termination by Client
during the five (5) business days after execution, termination of this
Agreement will not, in any case, affect or prevent the consummation of any
transaction initiated prior to such notice of termination.  All fees will be prorated to the date of termination.


15.           ASSIGNMENT.


No assignment of this Agreement will be made by
Adviser without the prior written consent of Client.


16.           AMENDMENT.


This Agreement may be amended from time to time with
the mutual written consent of the parties hereto.


17.           GOVERNANCE.


This Agreement amends and is in substitution of all
prior agreements, if any, between the parties with respect to the Account.  This Agreement will be governed by the
internal laws of the State of Illinois without regard it choice of law rules.



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18.           NOTICES.


If to Adviser:


Inland
Investment Advisors, Inc.

2901 Butterfield Road

Oak Brook, Illinois  60523

Telephone:  (630) 218-8000

Fax:  (630) 218-4955

Attn: Roberta S. Matlin


If to Client:


Inland American Real Estate Trust, Inc

2901 Butterfield Road

Oak Brook, IL 60523

Telephone:  (630) 645-7225

FAX:   (630) 218-4957

Attn: Lori J. Foust


19.           RECEIPT OF FORM ADV.


Client acknowledges receipt of Part II of Form ADV
completed by Adviser, a disclosure statement containing the equivalent
information or the information required by Schedule H of Form ADV if the Client
is entering into a wrap fee program sponsored by the Adviser.  If the appropriate disclosure statement was
not delivered to the Client at least 48 hours prior to the Client entering into
any written or oral advisory contract, then the Client has the right to
terminate the contract without penalty within five business days after entering
into this Agreement.  For the purposes of
this provision, a contract is considered entered into when all parties to the
contract have signed the contract, or in the case of an oral contract, have
otherwise signified their acceptance, any other provisions of this contract
notwithstanding.


20.           SUCCESSORS.


This Agreement inures to the benefit of Adviser and
Client and their respective successors and assigns and binds Client and any
permitted assignees or successors in interest with respect to all transactions,
trades, dealings and actions by Adviser after Client’s insolvency, dissolution
or liquidation until such time as Client (or its legal representatives)
notifies Adviser, in the manner set forth herein, of its intention to terminate
this Agreement.



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IN WITNESS WHEREOF, the parties hereof have executed
this Agreement on the date first written above.


	
  

  	
   

  	
  CLIENT

  
	
   

  	
   

  	
  INLAND AMERICAN REAL ESTATE
  TRUST, INC.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Lori Foust

  
	
   

  	
   

  	
   

  	
   

  	
  Lori J. Foust

  
	
   

  	
   

  	
  Its:

  	
   

  	
  Treasurer

  
	
   

  	
   

  	
  ADVISER:

  
	
   

  	
   

  	
  INLAND INVESTMENT ADVISORS,
  INC.

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Roberta S. Matlin

  
	
   

  	
   

  	
   

  	
   

  	
  Roberta S. Matlin

  
	
   

  	
   

  	
  Its:

  	
   

  	
  President

  



 



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SCHEDULE A

TO INVESTMENT ADVISORY AGREEMENT

DATED November 15, 2005

BETWEEN

INLAND INVESTMENT ADVISORS, INC (“Adviser”)

INLAND AMERICAN REAL ESTATE TRUST, INC. (“Client”)


1.             This
Schedule A may be amended from time to time by Adviser upon 30 days’ written
notice to Client.


2.             Fee Schedule:


Client shall pay or cause
to be paid to Adviser as remuneration for its services under this Agreement a
percent per annum based on the schedule below as an investment management fee
on all assets under management.


A.            as an investment management fee on all equity assets
under management:


·                  from $0 -
$10,000,000 fee is 1 percent (1.0%) of assets


·                  from $10,000,001
- $25,000,000 fee is 90 basis points (.90%) of assets


·                  from $25,000,001
- $50,000,000 fee is 80 basis points (.80%) of assets


·                  over $50,000,001
- $100,000,000  fee is 75 basis points
(.75%) of assets


·                  over
$100,000,001 fee is 50 basis points (.50%) of assets; and


·                  an additional
performance fee calculated at the end of each calendar year of:


·                  50 basis points
(1/2%) if the annual  net profit is 15% -
20%


·                  1% if the annual
net profit is 20%+



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B.            as an investment management fee on all contracts (other
than covered calls) related to futures and/or options:


·                  50 basis points
(1/2 %) on the option value on the date the position is closed; and


·                  5% of the all
profits earned on futures and/or options provided client earns a annual minimum
return of 20% during the calendar year ending December 31st or
if Agreement is terminated prior to that date earned until such date.


In addition, Client will
be responsible for any third party fees and charges as described in Section 11
of the Agreement.  The fee will be
computed and due monthly based on the average daily net asset value.  The fee will be deducted from cash available
in the account, and if there is no cash available, asset(s) will be sold in an
amount equal to the payment due.



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AMENDED SCHEDULE A

TO INVESTMENT ADVISORY AGREEMENT

DATED MAY 1, 2006

BETWEEN

INLAND INVESTMENT ADVISORS, INC (“Adviser”)
  (“Client”)


1.             This
Schedule A may be amended from time to time by Adviser upon 30 days’ written
notice to Client.


2.             Fee Schedule As of May 1,
2006:


Client shall pay or cause
to be paid to Adviser as remuneration for its services under this Agreement a
percent per annum based on the schedule below as an investment management fee
on all assets under management.


A.            as an investment management fee on all equity assets
under management:


·                  from $0 -
$10,000,000 fee is 1 percent (1.0%) of assets


·                  from $10,000,001
- $25,000,000 fee is 90 basis points (.90%) of assets


·                  from $25,000,001
- $50,000,000 fee is 80 basis points (.80%) of assets


·                  over $50,000,000
fee is 75 basis points (.75%) of assets


·                  an additional
performance fee calculated at the end of each calendar year of:


·                  50 basis points
(1/2%) if the annualized  net profit is
15% - 20%


·                  1% if the
annualized net profit is 20%+



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B.            as an investment management fee on all contracts (other
than covered calls) related to futures and/or options only:


·                  50 basis points
(1/2 %) on the option value on the date the position is closed; and


·                  5% of the all
profits earned on futures and/or options provided client earns a annual minimum
return of 20% on closed positions during the calendar year ending December 31st or if Agreement is terminated prior to that date
earned until such date.


In addition, Client will
be responsible for any third party fees and charges as described in Section 11
of the Agreement.  The fee will be
computed and due monthly based on the average daily net asset value.  The fee will be deducted from cash available
in the account, and if there is no cash available, asset(s) will be sold in an
amount equal to the payment due.



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