exv10w2






Exhibit 10.2



FORM OF



ADVISORY AGREEMENT




Among




HINES GLOBAL REIT ADVISORS LP,




HINES GLOBAL REIT PROPERTIES LP,




and




HINES GLOBAL REIT, INC.




[                                        ], 2009




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 
	 	 	 	 	 	 	 	 
	Article 1 DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 	 	 
	Article 2 APPOINTMENT	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	Article 3 DUTIES OF THE ADVISOR	 	 	3	 
	 
	 	3.01	 	Offering Services	 	 	3	 
	 
	 	3.02	 	Acquisition Services	 	 	3	 
	 
	 	3.03	 	Asset Management Services	 	 	4	 
	 
	 	3.04	 	Accounting and Other Administrative
Services	 	 		 
	 
	 	3.05	 	Shareholder Services	 	 	5	 
	 
	 	3.06	 	Financing Services	 	 	5	 
	 
	 	3.07	 	Disposition Services	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	Article 4 AUTHORITY OF ADVISOR	 	 	6	 
	 
	 	4.01	 	General	 	 	6	 
	 
	 	4.02	 	Powers of the Advisor	 	 	6	 
	 
	 	4.03	 	Approval by Directors	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	Article 5 BANK ACCOUNTS	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	Article 6 RECORDS AND FINANCIAL STATEMENTS	 	 	6	 
	 
	 	 	 	 	 	 	 	 
	Article 7 LIMITATION ON ACTIVITIES	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	Article 8 RELATIONSHIP WITH DIRECTORS AND OFFICERS	 	 	7	 
	 
	 	 	 	 	 	 	 	 
	Article 9 FEES	 	 	7	 
	 
	 	9.01	 	Acquisition Fees	 	 	7	 
	 
	 	9.02	 	Asset Management Fees	 	 	8	 
	 
	 	9.03	 	Debt Financing Fees	 	 	8	 
	 
	 	9.04	 	Disposition Fees	 	 	8	 
	 
	 	 	 	 	 	 	 	 
	Article 10 EXPENSES	 	 	8	 
	 
	 	10.01	 	General	 	 	8	 
	 
	 	10.02	 	Reimbursement to Advisor	 	 	9	 
	 
	 	10.03	 	Reimbursement to Company	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	Article 11 OTHER SERVICES	 	 	9	 
	 
	 	 	 	 	 	 	 	 
	Article 12 RELATIONSHIP OF ADVISOR AND COMPANY; OTHER ACTIVITIES OF THE ADVISOR	 	 	9	 
	 
	 	12.01	 	Relationship	 	 	9	 
	 
	 	12.02	 	Time Commitment	 	 	10	 
	 
	 	12.03	 	Investment Opportunities and Allocation	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	Article 13 THE HINES NAME	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	Article 14 TERM AND TERMINATION OF THE AGREEMENT	 	 	10	 
	 
	 	14.01	 	Term	 	 	10	 
	 
	 	14.02	 	Termination by Either Party	 	 	10	 
	 
	 	14.03	 	Termination by the Company	 	 	10	 
	 
	 	14.04	 	Termination by the Advisor	 	 	11	 
	 
	 	14.05	 	Payments on Termination and Survival of Certain Rights and Obligations	 	 	11	 






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	 	 	 	 	 	 	Page	 
	 
	 	14.06	 	Repurchase of Units	 	 	11	 
	 
	 	 	 	 	 	 	 	 
	Article 15 ASSIGNMENT	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	Article 16 INDEMNIFICATION AND LIMITATION OF LIABILITY	 	 	12	 
	 
	 	16.01	 	Indemnification by the Company	 	 	12	 
	 
	 	16.02	 	Indemnification by the Advisor	 	 	12	 
	 
	 	16.03	 	Advisor’s Liability	 	 	12	 
	 
	 	 	 	 	 	 	 	 
	Article 17 MISCELLANEOUS	 	 	13	 
	 
	 	17.01	 	Notices	 	 	13	 
	 
	 	17.02	 	Modification	 	 	13	 
	 
	 	17.03	 	Severability	 	 	14	 
	 
	 	17.04	 	Construction	 	 	14	 
	 
	 	17.05	 	Entire Agreement	 	 	14	 
	 
	 	17.06	 	Waiver	 	 	14	 
	 
	 	17.07	 	Gender	 	 	14	 
	 
	 	17.08	 	Titles Not to Affect Interpretation	 	 	14	 
	 
	 	17.09	 	Counterparts	 	 	14	 






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ADVISORY AGREEMENT




     This Advisory Agreement, dated as of [                                        ], 2009 is among Hines Global REIT
Advisors LP, a Texas limited partnership, Hines Global REIT Properties LP,
a Delaware limited
partnership, and Hines Global REIT, Inc., a Maryland corporation (the “Agreement”).



W I T N E S S E T H




     WHEREAS, the Company (as hereinafter defined) desires to avail itself of the knowledge,
experience, sources of information, advice, assistance and certain facilities available to the
Advisor (hereinafter defined) and to have the Advisor undertake the duties and responsibilities
hereinafter set forth herein on the terms set forth in this Agreement; and



     WHEREAS, the Advisor is willing to undertake to render such services on the terms 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 Advisory Agreement shall have the meanings specified
below:



     “Acquisition Expenses” has the meaning set forth in the Articles of Incorporation.



     “Advisor” means (i) Hines Global REIT Advisors LP, a Texas limited partnership, or
(ii) any successor advisor to the Company.



     “Affiliate” has the meaning set forth in the Articles of Incorporation. For the
purposes of this Agreement, the Advisor shall not be deemed to be an Affiliate of the Company, and
vice versa.



     “Articles of Incorporation” means the Articles of Incorporation of the General
Partner, as amended from time to time.



     “Board of Directors” means the Board Directors of the General Partner.



     “Bylaws” means the bylaws of the General Partner, as amended from time to time.




     “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 Hines Global REIT Properties LP, a Delaware limited partnership.
Within the context of discussions of the operations, business and administration of the Company,
the term “Company” shall mean, collectively, Hines Global REIT Properties LP and the General
Partner for the purposes of this Agreement.



 









 





     “Director” means a member of the Board of Directors of the General Partner.



     “General Partner” means Hines Global REIT, Inc., a Maryland corporation and general
partner of the Company.



     “Gross Proceeds” has the meaning set forth in the Articles of Incorporation.



     “Hines” means Hines Interests Limited Partnership and its Affiliates.



     “Independent Director” has the meaning set forth in the Articles of Incorporation.



     “Initial
Asset Value” means (i) in the case of a real estate
investment
other than a loan which the Company originates, the gross
purchase price of real estate investments acquired directly by the Company, including any debt
attributable to such investments, or our investment’s pro rata share of the gross asset value of real estate
investments held by entities in which the Company invests, and (ii) in the case of a loan which we originate, the
total principal amount committed under the loan.




     “Limited Partnership Agreement” means the Amended and Restated Limited Partnership
Agreement of Hines Global REIT Properties LP, as the same may be amended and restated from time to
time.




     “Limited
Partnership Interests” means the Participation Interest, the
Special OP Units and the Units owned by the Advisor and its
Affiliates.



     “Managing Dealer” means Hines Real Estate Securities, Inc., a Delaware corporation, or
such other entity selected by the Board of Directors to act as the managing dealer for the
Offering.



     “Offering” means a public offering of Shares pursuant to any Prospectus.



     “Operating Expenses” has the meaning set forth in the Articles of Incorporation.



     “Organization and Offering Expenses” has the meaning set forth in the Articles of
Incorporation.



     “Participation Interest” has the meaning set forth in the Limited Partnership
Agreement.



     “Person” means an individual, corporation, partnership, estate, trust, 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.



     “Property Manager” means Hines Interests Limited Partnership, a Texas limited
partnership, or an Affiliate thereof, when serving as the property
manager for any property owned by the Company pursuant to a Property
Management and Leasing Agreement.



     “Property Management and Leasing Agreement” means any Property Management and Leasing
Agreement between the Company and the Property Manager.



     “Prospectus” means the General Partner’s final prospectus for any public offering
within the meaning of Section 2(10) of the Securities Act of 1933, as amended.



     “REIT” means a “real estate investment trust” under Sections 856 through 860 of the
Code.




     “Securities” means any class or series of units or shares of the Company or the
General Partner, including common shares and units, preferred shares and units, special units or
shares and any other evidences of equity or beneficial or other interests, voting trust
certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly known as
“securities” or any certificates of interest, shares or participations in, temporary or interim
certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe to,
purchase or acquire, any of the foregoing.



     “Shares” means shares of common stock of the General Partner, par value $.001 per
share.



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     “Shareholders” means the registered holders of the outstanding Shares.



     “Special
Op Units” has the meaning set forth in the Limited
Partnership Agreement.



     “Termination Date” means the date of termination of this Agreement.



     “2%/25% Guidelines” has the meaning set forth in the Articles of Incorporation.



     “Units” has the meaning set forth in the Limited Partnership Agreement.



ARTICLE 2

APPOINTMENT 




     The Company hereby appoints the Advisor to serve as its advisor 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 real estate investments to the fullest extent allowed by law. The Advisor
shall, either directly or by engaging an Affiliate or third party, perform the following duties:



     3.01 Offering Services. The Advisor shall manage and supervise:



          (i) Development of the product offering, including the determination of the specific terms of
the Securities to be offered by the General Partner and/or the Company, preparation of all offering
and related documents, and obtaining all required regulatory approvals of such documents;




          (ii) Along with the Managing Dealer, approval of the participating broker dealers and
negotiation of the related selling agreements;




          (iii) Coordination of the due diligence process relating to participating broker dealers and
their review of any Prospectus and other Offering and Company documents;




          (iv) Preparation and approval of all marketing materials contemplated to be used by the
Managing Dealer or others in the Offering of the General Partner’s Securities;




          (v) Along with the Managing Dealer, negotiation and coordination with the transfer agent for
the receipt, collection, processing and acceptance of subscription agreements, commissions, and
other administrative support functions;




          (vi) Creation and implementation of various technology and electronic communications related
to the Offering of the General Partner’s Securities; and




          (vii) All other services related to organization of the Company or the Offering, whether
performed and incurred by the Advisor or its Affiliates.




     3.02 Acquisition Services.



          (i) Serve
as the Company’s investment and financial advisor and obtain
certain market
research and economic and statistical data in connection with the Company’s real estate investments 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




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transactions
pursuant to which real estate investments will be made; and (c) acquire real estate investments on
behalf of the Company;




          (iii) Oversee the due diligence process;




          (iv) Prepare reports regarding prospective investments which 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; and




          (vi) Negotiate and execute approved investments and other transactions.




     3.03 Asset Management Services.



          (i) Investigate, select, and, on behalf of the Company, engage and conduct business with such
Persons as the Advisor deems necessary to the proper performance of its obligations hereunder,
including but not limited to consultants, accountants, lenders, technical advisors, attorneys,
brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for
collection, insurers, insurance agents, developers, construction companies 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;



          (ii) 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;



          (iii) Monitor and evaluate the performance of investments of the Company; provide daily
management services to the Company and perform and supervise the various management and operational
functions related to the Company’s investments;



          (iv) Coordinate with any property manager;



          (v) Coordinate and manage relationships between the Company and any joint venture partners;
and



          (vi) Provide financial and operational planning services and investment portfolio management
functions.







     3.04 Accounting and Other Administrative Services:




          (i) Manage and perform the various administrative functions necessary for the management of
the day-to-day operations of the Company;



          (ii) From time-to-time, or at any time reasonably requested by the Directors, make reports to
the Directors on the Advisor’s performance of services to the Company under this Agreement;



          (iii) Coordinate with the Company’s independent accountants and auditors to prepare and deliver
to the General Partner’s audit committee an annual report covering the Advisor’s compliance with
certain material aspects of this Advisory Agreement;



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               (iv) Provide or arrange for 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;



               (v) Provide financial and operational planning services and portfolio management functions;



               (vi) Maintain accounting data and any other information concerning the activities of
the Company as shall be needed to prepare and file all periodic financial reports and returns
required to be filed by the General Partner with the Securities and Exchange Commission and any
other regulatory agency, including annual financial statements;



               (vii) Maintain all appropriate books and records of the Company;



               (viii) Oversee tax and compliance services and risk management services and coordinate with
appropriate third parties, including independent accountants and other consultants, on related tax
matters;



               (ix) Supervise the performance of such ministerial and administrative functions as may be
necessary in connection with the daily operations of the Company;



               (x) Provide the Company with all necessary cash management services;



               (xi) Manage
and coordinate with the transfer agent the distribution process and payments
to shareholders;



               (xii) Consult with the officers and Directors of the General Partner and assist in
evaluating and obtaining adequate insurance coverage based upon risk management determinations;



               (xiii) Provide the officers and Directors of the General Partner 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;



               (xiv) Consult with the officers and Directors of the General Partner and the Board of Directors
relating to the corporate governance structure and appropriate policies and procedures related
thereto; and



               (xv) Oversee all reporting, record keeping, internal controls and similar matters in a manner
to allow the General Partner to comply with applicable law including the Sarbanes-Oxley Act.



     3.05 Shareholder Services.



          (i) Manage communications with shareholders, including answering phone calls, preparing and
sending written and electronic reports and other communications; and




          (ii) Establish technology infrastructure to assist in providing shareholder support and
service.




     3.06 Financing Services.



          (i) Identify and evaluate potential financing and refinancing sources, engaging a third-party
broker if necessary;




          (ii) Negotiate terms, arrange and execute financing agreements;




          (iii) Manage relationships between the Company and its lenders; and




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          (iv) Monitor and oversee the service of the Company’s debt facilities and other financings.




     3.07 Disposition Services.



          (i) Consult
with the board of directors and provide assistance with the
evaluation and approval of potential asset dispositions, sales or
other liquidity events; and



          (ii) Structure
and negotiate the terms and conditions of transactions pursuant to
which real estate investments may be sold.




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 to the fullest extent allowed by law. 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 from time to time deem appropriate. Any
authority delegated by the Advisor to any other Person shall be subject to applicable law and the
limitations on the rights and powers of the Advisor specifically set forth in this Agreement or the
Articles of Incorporation.



     4.02 Powers of the Advisor. Subject to the express limitations set forth in this Agreement, the power to direct the
management, operation and policies of the Company shall to the fullest extent allowed by law 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.



     4.03 Approval by Directors.



          (i) Notwithstanding
the foregoing any real estate investments, including any acquisition
of real estate investment by the Company or any investment by the Company in a joint venture, limited partnership or
similar entity owning real estate investments, will require the prior approval of the Board of Directors.
The Advisor will deliver to the Board of Directors all documents required by it to properly
evaluate the proposed investment.




          (ii) If the Articles of Incorporation require that a transaction be approved by the
Independent Directors, the Advisor will deliver to the Independent Directors all documents required
by them to properly evaluate the proposed real estate investment. The prior approval of a majority
of the Independent Directors will be required for each transaction between the Company and the
Advisor or its Affiliates.




ARTICLE 5

BANK ACCOUNTS 




     The Advisor will maintain one or more bank accounts in the name of the Company and will
collect and deposit into any such account or accounts, and disburse from any such account or
accounts, any money on behalf of the Company. Notwithstanding the foregoing, no funds shall be
commingled with the funds of the Advisor.



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 United States generally
accepted accounting principles (“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. Such books and records shall include all
information necessary to calculate and audit the fees or reimbursements paid under this Agreement.
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 Advisor delivers to the Company shall be prepared on
an accrual basis in accordance with



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GAAP, except for special financial reports which by their nature require a deviation from
GAAP. The Advisor shall maintain necessary liaison with the Company’s independent accountants and shall
provide such accountants with such reports and other information as the Company shall request.




ARTICLE 7

LIMITATION ON ACTIVITIES 




     Notwithstanding any provision in this Agreement to the contrary, the Advisor shall not take
any action which, in its sole judgment made in good faith, would (i) adversely affect the ability
of the General Partner to qualify or continue to qualify to be taxed as a REIT, (ii) subject the
Company or the General Partner to regulation under the Investment Company Act of 1940, as amended,
(iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction
over the Company, the General Partner or their Securities, or (iv) violate the Articles of
Incorporation or Bylaws. In the event an action that would violate (i) through (iv) of the
preceding sentence but such action has been ordered by the Board of Directors acting on behalf of
the General Partner, 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,
to the fullest extent allowed by law, have no liability for acting in accordance with the specific
instructions of the Board of Directors so given. Notwithstanding the foregoing, none of the
Advisor, its Affiliates and none of their managers, directors, officers, employees and
equityholders, shall be liable to the Company, the General Partner, the Board of Directors or the
Shareholders for any act or omission by such Persons or individuals, except as provided in this
Agreement. THE PARTIES HERETO INTEND THAT THE LIMITATION OF LIABILITY SET FORTH IN THIS SECTION BE
CONSTRUED AND APPLIED AS WRITTEN NOTWITHSTANDING ANY RULE OF CONSTRUCTION TO THE CONTRARY. WITHOUT
LIMITING THE FOREGOING, THE LIMITATION OF LIABILITY SHALL, TO THE FULLEST EXTENT ALLOWED BY LAW,
APPLY NOTWITHSTANDING ANY STATE’S “EXPRESS NEGLIGENCE RULE” OR SIMILAR RULE THAT WOULD DENY
COVERAGE BASED ON A PERSON’S SOLE, CONCURRENT OR CONTRIBUTORY ACTIVE OR PASSIVE NEGLIGENCE, GROSS
NEGLIGENCE OR STRICT LIABILITY. IT IS THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN
THIS SECTION, THE LIMITATION OF LIABILITY SET FORTH HEREIN SHALL, TO THE FULLEST EXTENT ALLOWED BY
LAW, APPLY TO A PERSON’S SOLE, CONCURRENT OR CONTRIBUTORY ACTIVE OR PASSIVE NEGLIGENCE, GROSS
NEGLIGENCE OR STRICT LIABILITY. THE PARTIES AGREE THAT THIS PROVISION IS “CONSPICUOUS” FOR PURPOSES
OF ALL STATE LAWS.



ARTICLE 8

RELATIONSHIP WITH DIRECTORS AND OFFICERS 




     Managers, Directors, officers and employees of the Advisor or any direct or indirect Affiliate
of the Advisor may serve as Directors, and as officers of the General Partner, except that no
manager, director, officer or employee of the Advisor or any of its Affiliates who also is a
Director or officer of the General Partner shall receive any compensation from the Company or
General Partner for serving as a Director or officer other than reasonable reimbursement for travel
and related expenses incurred in attending meetings of the Board of Directors.



ARTICLE 9

FEES




     9.01 Acquisition Fees. The Company will pay the Advisor in cash or Units, or a combination of both, the form of
payment to be determined in the sole discretion of the Advisor, as compensation for services
including these described in Section 3.02, an acquisition fee of
2.0% of the Initial Asset Value of each real estate investment acquired by the Company, as well as reimburse the Advisor for all expenses
incurred by the Advisor in connection with such services as required by Article 10. The amount of
such acquisition fees shall be subject to any limitations contained in the Articles of
Incorporation. The Advisor shall submit an invoice to the Company following the closing or closings
of each acquisition, accompanied by a computation of the fee. The fee shall be payable within ten
business days after receipt of the invoice by the Company.



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     9.02 Asset Management Fees. The Company will pay the Advisor in cash or Units, or a combination of both, the form of
payment to be determined in the sole discretion of the Advisor, as compensation for services
including those described in Section 3.03, an asset management fee in accordance with this Section 9.02,
as well as reimburse the Advisor for all expenses incurred by the
Advisor in connection with such services as required by Article 10. Subject to any limitations
contained in the Articles of Incorporation, this asset management fee shall be earned monthly and
the amount of this asset management fee payable by the Company to the
Advisor shall equal 0.0625% of
the net equity invested in real estate investments at the end of each
month.



     9.03 Debt Financing Fees. The Company will pay the Advisor in cash or Units, or a combination of both, the form of
payment to be determined in the sole discretion of the Advisor, as compensation for services
including those described in Section 3.06, debt financing fees in accordance with this Section 9.03, as well as to
reimburse the Advisor for all expenses incurred by the Advisor in
connection with such services as required by Article 10. Subject to any limitations contained in
the Articles of Incorporation, the debt financing fees shall equal 1%
of the amount of any debt financing obtained or, assumed by or made available to
the Company, the General Partner, or the pro rata share of any debt
financing obtained or assumed by or made available to a joint venture in which the
Company and/or the General Partner has an interest.



     9.04 Disposition Fees. The Company will pay the Advisor in cash or Units, or a combination of both, the form of
payment to be determined in the sole discretion of the Advisor, as compensation for providing a
substantial amount of services in an effort to sell real estate
investments, including the services described in
Section 3.07, disposition fees in accordance with this Section 9.04, as well as to reimburse the
Advisor for all expenses incurred by the Advisor in connection with
such services as required by Article 10. Subject to the limitations contained in the Articles of
Incorporation, the disposition fees shall equal 1% of (i) the
sales price of any real estate investment sold, that is
owned directly by the Company, and (ii) when the Company owns
the real estate investment indirectly through another entity, the
Company’s pro rata share of
the sales price of any real estate investment sold by
that entity.



ARTICLE 10

EXPENSES 




     10.01 General. In addition to the compensation paid to the Advisor pursuant to Article 9 hereof, the
Company shall pay directly or reimburse the Advisor for all of the expenses paid or incurred by the
Advisor or Affiliates in connection with the services provided to the Company pursuant to this
Agreement, including, but not limited to:



          (i) Acquisition
Expenses incurred in connection with the selection and acquisition of
real estate investments
including such expenses incurred related to real estate investments pursued or considered but not ultimately
acquired by the Company;




          (ii) the actual out-of-pocket cost of goods and services used by the Company or the General
Partner and obtained from entities not Affiliated with the Advisor, including brokerage fees paid
in connection with the purchase and sale of real estate investments;




          (iii) taxes and assessments on income or Assets and taxes as an expense of doing business and
any other taxes otherwise imposed on the Company and its business or income;




          (iv) out-of-pocket costs associated with insurance required in connection with the business of
the Company or by its officers and Directors;




          (v) all out-of-pocket expenses in connection with payments to the Board of Directors and
meetings of the Board of Directors and Shareholders;




          (vi) personnel and related employment direct costs incurred by the Advisor or Affiliates (a)
in performing the services described in
Section 3.05 and in providing professional
services for the Company and the General Partner in-house, including
legal services, tax services, internal audit services, technology-related services and services in connection with compliance with
the Sarbanes-Oxley Act of 2002, or (b) as otherwise approved by Independent
Directors, including but not limited to
salary, benefits, burdens and overhead of all employees directly involved in the performance of
such services, plus all out-of-pocket costs incurred;




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          (vii) out-of-pocket expenses of maintaining communications with Shareholders, including the
cost of preparation, printing, and mailing annual reports and other Shareholder reports, proxy
statements and other reports required by governmental entities;




          (viii) 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
Independent Directors or any committee of the Board of Directors;




          (ix) out-of-pocket costs for the Company to comply with all applicable laws, regulation and
ordinances;



          (x) all other out-of-pocket costs
incurred by the Advisor in performing its duties hereunder; and



          (xi) all
other out-of-pocket costs necessary for the operation of the Company
and its real estate investments.





     Except as specifically provided for above in (vi), or as
contemplated by Article 11, the expenses and payments subject to
reimbursement by the Company in this Section 10.01 do not include personnel and related direct
employment or overhead costs of the Advisor or Affiliates. The Company shall
also reimburse the Advisor or Affiliates of the Advisor for all expenses incurred on behalf of the
Company or the General Partner prior to the execution of this Agreement.



     10.02 Reimbursement to Advisor. Expenses incurred by the Advisor on behalf of the Company and payable pursuant to this
Section 10 shall be reimbursed to the Advisor within 10 days after the Advisor provides the Company
with an invoice and/or supporting documentation relating to such reimbursement.



     10.03
Reimbursement to Company.




     (i) The
Company shall not reimburse the Advisor during any fiscal quarter for Operating Expenses
that, in the four consecutive fiscal quarters then ended (the “Expense Year”), exceed the
2%/25% Guidelines for such year (the “Excess Amount”), unless the Independent Directors
determine that such excess was justified, based on unusual and non-recurring factors which they
deem sufficient, in which case the Excess Amount may be reimbursed. Any Excess Amount paid to the
Advisor during a fiscal quarter without the Independent Directors determining that such expenses
were justified shall be repaid to the Company. Within 60 days after the end of any fiscal quarter
of the Company for which total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines
and the Independent Directors determined that such expenses were justified, there shall be sent to
the Shareholders a written disclosure of such fact, together with an explanation of the factors the
Independent Directors considered in determining that such excess expenses were justified. Such
determination shall be reflected in the minutes of the meetings of the Board of Directors.







     (ii) The
Advisor shall reimburse the Company for any Organization and Offering
Expenses that exceed 15% of Gross Proceeds.



ARTICLE 11

OTHER SERVICES 



     Should (i) the General Partner request that the Advisor or any manager, officer or employee
thereof render services for the Company other than as set forth in this Agreement or (ii) there
are changes to the regulatory environment in which the Advisor or Company operates that would
increase significantly the level of services performed such that the costs and expenses borne by
the Advisor for which the Advisor is not entitled to separate reimbursement for personnel and
related employment direct costs and overhead under Article 10 of this Agreement would increase
significantly, such services shall be separately compensated at such rates and in such amounts as
are agreed by the Advisor and the Independent Directors, subject to the limitations contained in
the Articles of Incorporation, and shall not be deemed to be services pursuant to the terms of this
Agreement.



ARTICLE 12

RELATIONSHIP OF ADVISOR AND COMPANY; OTHER ACTIVITIES OF THE ADVISOR 



     12.01 Relationship. To the fullest extent allowed by law, 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 and the
management of other programs advised,



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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, which 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.




     12.02 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 other Affiliates of Hines 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.



     12.03 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 which 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 which, 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—Competitive Activities of Hines and its Affiliates” in any
Prospectus (as may be amended from time to time) shall govern the allocation of the opportunity
among the Company and Affiliates of the Advisor.



ARTICLE 13

THE HINES NAME 




     The Advisor, Hines and their Affiliates have a proprietary interest in the name “Hines”. The
Advisor hereby grants to the Company a non-transferable, non-assignable, non-exclusive royalty-free
right and license to use the name “Hines” during the term of this Agreement. Accordingly, and in
recognition of this right, if at any time the Company ceases to retain Hines or an Affiliate
thereof to perform the services of Advisor, the Company (including the General Partner) will,
promptly after receipt of written request from Hines, cease to conduct business under or use the
name “Hines” or any derivative thereof and the Company and the General Partner shall change the
name of the Company and the General Partner to a name that does not contain the name “Hines” 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 Affiliate
thereof. 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 “Hines”. 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
“Hines” as a part of their name, all without the need for any consent (and without the right to
object thereto) by the Company or the General Partner.



ARTICLE 14

TERM AND TERMINATION OF THE AGREEMENT 




     14.01 Term. This Agreement shall have an initial term of one year from the date of the Agreement. This
Agreement may be renewed for an unlimited number of successive one-year terms upon mutual consent
of the parties. Any such renewal must be approved by a majority of the Independent Directors. The
General Partner (through the Independent Directors) will evaluate the performance of the Advisor
annually before renewing the Agreement, and each such renewal shall be for a term of no more than
one year.



     14.02 Termination by Either Party. This Agreement may be terminated upon 60 days’ written notice without cause or penalty by
either party.



     14.03 Termination by the Company. This Agreement may be terminated immediately by the Company upon (i) any fraudulent conduct,
criminal conduct, willful misconduct or the negligent breach of fiduciary duty of or



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by the Advisor, (ii) a material breach of this Agreement by the Advisor not cured within 10
business days after the Advisor receives written notice of such breach, or (iii) an event of the
bankruptcy of the Advisor or commencement of any bankruptcy or similar insolvency proceedings of
the Advisor.




     14.04 Termination by the Advisor. This Agreement may be terminated immediately by the Advisor in the event of (i) the
bankruptcy of the Company or commencement of any bankruptcy or similar insolvency proceedings of
the Company, or (ii) any material breach of this Agreement by the Company not cured by the Company
within 10 days after written notice thereof.



     14.05 Payments on Termination and Survival of Certain Rights and Obligations. Payments to the Advisor pursuant to this Section 14.05 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 all unpaid reimbursements of expenses and all earned but unpaid
fees payable to the Advisor prior to termination of this Agreement.




          (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 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 Directors;



               (c) deliver to the 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.



     Upon the expiration or termination of this Agreement, neither party shall have any further
rights or obligations under this Agreement, except that Articles 13, 14, 16 and 17 shall survive
the termination or expiration of this Agreement.



     14.06
Repurchase of Units.


     
Subject to any limitations set forth in the Limited Partnership Agreement,
Limited Partnership Interests shall be
repurchased under the following circumstances:



          (A) 
Following (i) the listing of the Shares on a national securities
exchange, (ii) a merger, consolidation or sale of substantially all of the
real estate investments of the Company or any similar transaction, (iii) any transaction
pursuant to which a majority of the Directors then in office are
replaced or removed, (iv) a non-renewal of this Agreement by
the Company or the General Partner but not by the Advisor other than in connection with (i) (ii) or (iii) above,
or (v) the termination of this Agreement by the Company or the
General Partner but not by the Advisor, other than in connection with (i), (ii) or (iii) above, the Company shall (to the fullest extent funds
are legally available for such purpose) at the election of the Advisor or any of its Affiliates,
purchase all or a portion of the Units, Participation Interest or the
Units into which the Special OP Units are converted (as applicable) held by the
Advisor and its Affiliates. The purchase price shall be paid in cash or, at the election of the
holder, Shares, and shall be payable within 120 days after the Advisor or its Affiliates (as
applicable) gives the Company written notice from time to time of its desire to sell
all or a portion of the Limited Partnership Interests held by such Person to the Company. The General Partner agrees to keep a
sufficient number of authorized but unissued Shares available for issuance pursuant to this Section
14.06 and shall issue Shares as may be required hereunder. The
purchase price for each Limited Partnership Interest which the
Advisor or its Affiliates elect to have repurchased shall be based on
(a) following a listing event, the market value of the General
Partner’s listed shares based upon the average share price for a period of
thirty (30) days beginning the later of 90 days or after the Shares are listed
or the date of the request, (b) following any
event referenced in (ii), above the value of the consideration received or to be
received by the Company or its Shareholders on a per Share basis in connection
with such a transaction and (c) following any event referenced
in (iii), (iv) or (v) above, the amount attributable to the Limited Partnership Interests
based on a valuation of the Company’s assets and liabilities obtained from an independent
party mutually agreed upon by the Company on the one hand and the Adviser or its Affiliates, as applicable, on the
other (“Valuation”).



          (B) Prior
to any of the events listed in (A) above, if the Advisor or its
affiliates so elect, from time to time, one or more of such holders
may elect to have some or all of their Participation Interests or
Units repurchased in exchange for cash or Shares, at the option of
the General Partner, and, if redeemed for cash, such Participation Interests and Units will be valued based on (i) the
price the General Partner would have paid for Shares pursuant to any
redemption plan of the General Partner then in existence, had Shares been held for the
same period for which the Advisor or its Affiliates have held their
Participation Interests or Units, as applicable or (ii) if there is no redemption
plan in existence at the time of the request, then on a Valuation.




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ARTICLE 15

ASSIGNMENT




     This Agreement may be assigned by the Advisor to an Affiliate with the consent of the General
Partner by approval of a majority of the Independent Directors. 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
Advisor.



ARTICLE 16

INDEMNIFICATION AND LIMITATION OF LIABILITY




     16.01 Indemnification by the Company. The Company shall indemnify and hold harmless the Advisor and its Affiliates, including
their respective managers, officers, directors, 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
laws of the State of Texas, the Articles of Incorporation or Agreement of Limited Partnership of
the Company, provided that: (i) the Advisor and its Affiliates have determined that the course of
conduct which caused the loss or liability was in the best interests of the Company, (ii) the
Advisor and its Affiliates were acting on behalf of or performing services for the Company, (iii)
the indemnified claim was not the result of negligence, misconduct, or fraud of the indemnified
person or resulted from a breach of the agreement by the Advisor, and (iv) in the event the loss ,
liability or expense arises from or out of an alleged violation of federal or state securities laws
by the Advisor or its Affiliates, the conditions set forth in at least one of clauses (X), (Y) or
(Z) of Section 12.2(b) of the Articles of Incorporation must be satisfied (deeming, for purposes of
this Agreement, that the Advisor or its Affiliates are each an “Indemnitee” as such term is used in
such clauses) for the Company to provide such indemnification. Any indemnification of the Advisor
may be made only out of the net assets of the Company and not from the Shareholders.



     16.02 Indemnification by the Advisor. The Advisor shall indemnify and hold harmless the Company from contract or other liability,
claims, damages, taxes or losses and related expenses, including attorneys’ fees, to the extent
that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed
by insurance and are incurred by reason of the Advisor’s bad faith, fraud, willful misconduct or
reckless disregard of its duties, but the Advisor shall not be held responsible for any action of
the Board of Directors in following or declining to follow any of the Advisor’s advice or
recommendation. THE PARTIES HERETO INTEND THAT THE INDEMNITIES SET FORTH IN THIS AGREEMENT BE
CONSTRUED AND APPLIED AS WRITTEN NOTWITHSTANDING ANY RULE OF CONSTRUCTION TO THE CONTRARY. WITHOUT
LIMITING THE FOREGOING, THE INDEMNITIES SHALL, TO THE FULLEST EXTENT ALLOWED BY LAW, AND TO THE
EXTENT PROVIDED IN THIS AGREEMENT, APPLY NOTWITHSTANDING ANY STATE’S “EXPRESS NEGLIGENCE RULE” OR
SIMILAR RULE THAT WOULD DENY COVERAGE BASED ON AN INDEMNIFIED PERSON’S SOLE, CONCURRENT OR
CONTRIBUTORY ACTIVE OR PASSIVE NEGLIGENCE OR STRICT LIABILITY OR GROSS NEGLIGENCE. IT IS THE INTENT
OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN THIS AGREEMENT, THE INDEMNITIES SET FORTH HEREIN
SHALL, TO THE FULLEST EXTENT ALLOWED BY LAW, APPLY TO AN INDEMNIFIED PERSON’S SOLE, CONCURRENT OR
CONTRIBUTORY ACTIVE OR PASSIVE NEGLIGENCE OR STRICT LIABILITY OR GROSS NEGLIGENCE. THE PARTIES
AGREE THAT THIS PROVISION IS “CONSPICUOUS” FOR PURPOSES OF ALL STATE LAWS.



     16.03 Advisor’s Liability 



          (i) Notwithstanding any other provisions of this Agreement, in no event shall the Company make
any claim against Advisor, or its Affiliates, on account of any good faith interpretation by
Advisor of the provisions of this Agreement (even if such interpretation is later determined to be
a breach of this Agreement) or any alleged errors in judgment made in good faith and in accordance
with this Agreement in connection with the operation of the operations of the Company hereunder by
Advisor or the performance of any advisory or technical services provided by or arranged by the
Advisor. The provisions of this Section 16.3(a) shall not be deemed to release Advisor from
liability for its gross negligence.




12









 





          (ii) The Company shall not object to any expenditures made by the Advisor in good faith in the
course of its performance of its obligations under this Agreement or in settlement of any claim
arising out of the operation of the Company unless such expenditure is specifically prohibited by
this Agreement. The provisions of this Section 16.03(b) shall not be deemed to release Advisor from
liability for its gross negligence.




          (iii) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR DAMAGES BASED ON LOSS OF INCOME, PROFIT OR
SAVINGS OR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF THE OTHER
PARTY OR PERSON, INCLUDING THIRD PARTIES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES IN ADVANCE, AND ALL SUCH DAMAGES ARE EXPRESSLY DISCLAIMED. IN NO EVENT WILL ADVISOR’S
AGGREGATE LIABILITY UNDER THIS AGREEMENT EVER EXCEED THE TOTAL AMOUNT OF FEES IT ACTUALLY RECEIVES
FROM THE COMPANY PURSUANT TO ARTICLE 9.




          (iv) THE PARTIES HERETO INTEND THAT THE RELEASE FROM LIABILITY SET FORTH IN SECTION 16.03 BE
CONSTRUED AND APPLIED AS WRITTEN NOTWITHSTANDING ANY RULE OF CONSTRUCTION TO THE CONTRARY. WITHOUT
LIMITING THE FOREGOING, THE RELEASE FROM LIABILITY SHALL, TO THE FULLEST EXTENT ALLOWED BY LAW,
APPLY NOTWITHSTANDING ANY STATE’S “EXPRESS NEGLIGENCE RULE” OR SIMILAR RULE THAT WOULD DENY
COVERAGE BASED ON A PERSON’S SOLE, CONCURRENT OR CONTRIBUTORY ACTIVE OR PASSIVE NEGLIGENCE OR
STRICT LIABILITY. IT IS THE INTENT OF THE PARTIES THAT, TO THE EXTENT PROVIDED IN SECTION 16.03,
THE RELEASE FROM LIABILITY SET FORTH HEREIN SHALL, TO THE FULLEST EXTENT ALLOWED BY LAW, APPLY TO A
RELEASED PERSON’S SOLE, CONCURRENT OR CONTRIBUTORY ACTIVE OR PASSIVE NEGLIGENCE OR STRICT
LIABILITY. THE PARTIES AGREE THAT THIS PROVISION IS “CONSPICUOUS” FOR PURPOSES OF ALL STATE LAWS.




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 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, the General Partner or the Directors:





Hines Global REIT Properties LP

c/o Hines Global REIT, Inc.

2800 Post Oak Blvd., Suite 5000

Houston, Texas 77056



          To the Advisor:





Hines Global REIT Advisors LP

2800 Post Oak Blvd., Suite 5000

Houston, Texas 77056



     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 all parties hereto, or their respective
successors or assignees.



13









 





     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 Texas.



     17.05 Entire Agreement. This Agreement contains the entire agreement and understanding among the parties hereto with
respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or written, of any nature
whatsoever with respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance 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.



     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.]




14









 





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



	 	 	 	 	 
	 	Hines Global REIT Properties LP
 	 
	 	By:  	Hines Global REIT, Inc. 	 
	 	Its:  	General Partner 	 
	 
	 	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Hines Global REIT Advisors LP
 	 
	 	By:  	Hines Global REIT Advisors GP LLC 	 
	 	Its:  	Sole Member 	 
	 
	 	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Hines Global REIT, Inc.
 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




15