Amendment No. 1 to the Advisory Agreement



 Exhibit 10.3 
 AMENDMENT NO. 1 
 TO THE 

ADVISORY AGREEMENT 
 This amendment no. 1 to the Advisory Agreement dated as of September 27, 2010 (the “Advisory Agreement”) between KBS Real Estate Investment Trust III, Inc., a Maryland corporation (the
“Company”), and KBS Capital Advisors LLC, a Delaware limited liability company (the “Advisor”), is entered as of November 18, 2010 (the “Amendment”). Capitalized terms used herein but not defined shall have the
meaning set forth in the Advisory Agreement. 
 WHEREAS, upon the terms set forth in this Amendment, the Advisor has agreed to
amend and restate Section 8.01 of the Advisory Agreement and to increase the Acquisition Fee payable to the Advisor under the Advisory Agreement. 
 NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties hereto agree that Section 8.01 of the Advisory Agreement is hereby amended
and restated in its entirety as follows: 
 8.01 Acquisition Fees. As compensation for the investigation,
selection and acquisition (by purchase, investment or exchange) of Properties and other Permitted Investments, the Company shall pay an Acquisition Fee to the Advisor for each such investment. With respect to the acquisition of a Property to be
wholly owned by the Company, the Acquisition Fee payable to the Advisor shall equal 1.00% of the sum of the amount actually paid or allocated to the purchase, development, construction or improvement of such Property, inclusive of the Acquisition
Expenses associated with such Property, and the amount of any debt attributable to such Property. With respect to other wholly owned Permitted Investments, the Acquisition Fee payable to the Advisor shall equal 1.00% of the cost of such investment,
inclusive of Acquisition Expenses associated with such investment, and the amount of any debt attributable to such Permitted Investment. With respect to the acquisition of a Property or other Permitted Investment through any Joint Venture or any
partnership in which the Company is, directly or indirectly, a co-venturer or partner, the Acquisition Fee payable to the Advisor shall equal 1.00% of the portion of the amount actually paid or allocated to the purchase, development, construction or
improvement of the Property or other Permitted Investment, inclusive of the Acquisition Expenses associated with such Property or Permitted Investment, plus the amount of any outstanding debt associated with such Property or Permitted Investment
that is attributable to the Company’s investment in the Joint Venture or partnership. Notwithstanding anything herein to the contrary, the payment of Acquisition Fees by the Company shall be subject to the limitations contained in the
Company’s Articles of Incorporation. The Advisor shall submit an invoice to the Company on or about the closing or closings of each acquisition, accompanied by a computation of the Acquisition Fee. The Acquisition Fee payable to the Advisor
shall be paid at the closing of the acquisition upon receipt of the invoice by the Company. The Company will not pay an Acquisition Fee to the Advisor with respect to any transaction in which the Company is required to pay an Origination Fee to the
Advisor pursuant to the provisions of Section 8.02 below. The Acquisition Fee may or may not be taken, in 







 
whole or in part, as to any period in the sole discretion of the Advisor. All or any portion of the Acquisition Fee not taken as to any period shall be deferred without interest and may be paid
in such other period as the Advisor shall determine. 
 Signature page follows. 







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

															
		 		 	KBS REAL ESTATE INVESTMENT TRUST III, INC.
						
		 		 		  	By:	  	   /s/ Charles J. Schreiber, Jr.
	  	
		 		 		  		  	Charles J. Schreiber, Jr., Chief Executive Officer	  	
				
		 		 	KBS CAPITAL ADVISORS LLC	  	
						
		 		 		  	By:	  	PBren Investments, L.P., a Manager	  	
							
		 		 		  		  	By:	  	PBren Investments, LLC, as general partner	  	
								
		 		 		  		  		  	By:	  	   /s/ Peter M. Bren
	  	
		 		 		  		  		  		  	Peter M. Bren, Manager	  	
						
		 		 		  	  By:	  	Schreiber Real Estate Investments, L.P., a Manager	  	
							
		 		 		  		  	By:	  	Schreiber Investments, LLC, as general partner	  	
								
		 		 		  		  		  	By:	  	   /s/ Charles J. Schreiber, Jr.
	  	
		 		 		  		  		  		  	Charles J. Schreiber, Jr., Manager