Third Amendment to Advisory Agreement




 Exhibit 10.43 
 THIRD AMENDMENT TO ADVISORY AGREEMENT 
 THIS THIRD AMENDMENT TO ADVISORY
AGREEMENT (this “Amendment”), dated effective as of March 29, 2012, is entered into by and among Hines Global REIT Advisors LP, a Texas limited partnership (the “Advisor”), Hines Global REIT Properties LP, a
Delaware limited partnership (the “Company”), and Hines Global REIT, Inc., a Maryland corporation and general partner of the Company (the “General Partner”). The Advisor, the Company and the General Partner are each
a “Party” and collectively, the “Parties.” Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Advisory Agreement (as defined below). 

WHEREAS, the Parties entered into that certain Advisory Agreement (the “Original Agreement”), dated as of August 3,
2009, pursuant to which the Advisor agreed to provide certain services to the Company; 
 WHEREAS, the Original Agreement was
amended by that certain Amendment to Advisory Agreement dated effective as of August 2, 2010, and amended further by that certain Second Amendment to Advisory Agreement dated effective as of September 13, 2011 (such amendments together
with the Original Agreement, the “Advisory Agreement”); 
 WHEREAS, all of the independent directors of the
General Partner (also being members of the Conflicts Committee of the General Partner) have approved certain changes to the Fees set forth in Article 9 of the Advisory Agreement, and have approved the other provisions of this Third Amendment;

 WHEREAS, the Parties now desire to further amend the Advisory Agreement by 1) increasing the Acquisition Fee set forth in
Section 9.01 of the Advisory Agreement from 2.0% to 2.25% and 2) eliminating the Debt Financing Fees set forth in Section 9.03 of the Advisory Agreement; 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth, and for other good and valuable consideration, the Parties do hereby agree as
follows: 
 1. The Advisory Agreement is hereby amended by replacing 2.0% in Section 9.01 of the Advisory Agreement with
2.25% so that the first sentence of Section 9.01 Acquisition Fees shall now read in its entirety as follows: 

“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 3.02, an acquisition fee of 2.25% 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 conjunction with such services as required by Article 10.” 
 2. The Advisory
Agreement is hereby amended by deleting Section 9.03 Debt Financing Fees and all references to “Debt Financing Fees” in the Advisory Agreement. Section 9.03 shall now read in its entirety as follows: 

“Section 9.03 [Intentionally Left Blank]” 
 3. This Third Amendment constitutes an amendment to the Advisory Agreement. The terms and provisions of the Advisory Agreement and all other documents and instruments relating and pertaining to the
Advisory Agreement shall continue in full force and effect, as amended hereby. In the event of any conflict between the provisions of the Advisory Agreement and the provisions of this Third Amendment, the provisions of this Third Amendment shall
control. 
 4. This Third Amendment (a) shall be binding upon the Parties and their respective successors and assigns;
(b) may be modified or amended only by a writing signed by each of the Parties; (c) may be executed in several 








 
counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute but one and the same agreement; and
(d) together with the Advisory Agreement, embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings relating to such subject
matter. 
 [Signature Page to Follow] 








 IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be signed by
their respective duly authorized officers, effective as of the date set forth above. 
  

					
	HINES GLOBAL REIT ADVISORS LP
	By:	 	Hines Global REIT Advisors GP LLC
	Its:	 	General Partner
			
		 	By:	 	/s/ Jeffrey C. Hines
		 		 	Name: Jeffrey C. Hines
		 		 	Title: Manager


  

					
	HINES GLOBAL REIT PROPERTIES LP
	By:	 	Hines Global REIT, Inc.
	Its:	 	General Partner
			
		 	By:	 	/s/ Charles N. Hazen
		 		 	Name: Charles N. Hazen
		 		 	Title: President and Chief Executive Officer


  

			
	HINES GLOBAL REIT, INC.
		
	By:	 	/s/ Charles N. Hazen
		 	Name: Charles N. Hazen
		 	Title: President and Chief Executive Officer