Exhibit 10.5


FIFTH AMENDMENT TO

AMENDED & RESTATED PARTNERSHIP AGREEMENT


          THIS FIFTH AMENDMENT (the “Fifth
Amendment”), dated as of February 15, 2005, to the Amended and Restated
Partnership Agreement, dated as of March 22, 1999, as amended by the First
Amendment dated as of November 15, 1999, the Second Amendment dated as of
November 18, 1999, the Third Amendment dated as of May 1, 2003 and the Fourth
Amendment dated as of January 27, 2004 (collectively, the “Partnership
Agreement”), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited
partnership (the “Partnership”). Capitalized terms used herein but not defined
herein shall have the meanings given such terms in the Partnership Agreement.


BACKGROUND


          The
Partnership is a party to a certain Agreement of Contribution dated as of
February 15, 2005 (the “Contribution Agreement”) pursuant to which, among other
things, the Partnership has agreed to acquire the balance of the Retail
Services Business of Klaff Realty, LP and Klaff Realty, Limited not previously
acquired, in consideration for, among other things, Common Units in the
Partnership. Pursuant to Section 3.2(B) of the Partnership Agreement, the
General Partner of the Partnership has the power and authority to issue
additional Partnership Interests to Persons in exchange for additional Capital
Contributions.


          The
General Partner, pursuant to the exercise of such authority and in accordance
with Section 12(C) of the Partnership Agreement, has determined to execute this
Fifth Amendment to the Partnership Agreement to evidence the issuance of
additional Partnership Interests and the admission of the other signatory
hereto (the “Contributor”) as a Limited Partner of the Partnership.


          NOW,
THEREFORE, the parties hereto, for good and sufficient
consideration and intending to be legally bound, hereby amend the Partnership
Agreement as follows:


          1.
Annex “A” of the Partnership Agreement is hereby deemed amended and restated to
reflect the admission as a Limited Partner on the date hereof of the
Contributor whose authorized signature appears on the signature page hereto and
which shall have 250,000 Common Units. Annex “B” of the Partnership Agreement
is hereby deemed amended and restated to reflect the Capital Contributions made
by the Contributor.


          2.
The Common Units issued hereby shall have the rights, preferences, privileges
and designations set forth in the Partnership Agreement.


          3.
By execution of this Fifth Amendment to the Partnership Agreement, the
Contributor agrees to be bound by each and every term of the Partnership
Agreement as amended hereby from and after the date hereof.


          4.
This Fifth Amendment may be executed in counterparts, each of which shall
constitute an original, but all together shall constitute one and the same
document






          5.
Except as expressly set forth in this Fifth Amendment, the Partnership
Agreement is hereby ratified and confirmed in each and every respect.


          IN WITNESS WHEREOF, this Fifth Amendment to
the Partnership Agreement is executed and delivered as of the date first
written above.


	
 

	
 

	
 

	
 


	
 

	
ACADIA REALTY TRUST


	
 

	
 


	
 

	
By: 

	
/s/ Kenneth
 F. Bernstein


	
 

	
 

	



	
 

	
 

	
Name:  Kenneth F. Bernstein


	
 

	
 

	
Title:    President


	
 

	
 

	
 


	
 

	
ACADIA REALTY LIMITED PARTNERSHIP


	
 

	
 


	
 

	
By:

	
       Acadia
 Realty Trust, its General Partner


	
 

	
 

	
 


	
 

	
 

	
       By: 

	
/s/ Kenneth
 F. Bernstein


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name: Kenneth
 F. Bernstein


	
 

	
 

	
 

	
Title:   President


	
 

	
 

	
 

	
 


	
 

	
CONTRIBUTOR:


	
 

	
 

	
 


	
 

	
KLAFF
 REALTY, LP


	
 

	
 


	
 

	
By:

	
       Klaff Realty
 Limited, its general partner


	
 

	
 

	
 


	
 

	
 

	
       By: 

	
/s/ Hersch
 M. Klaff


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name: Hersch
 M. Klaff


	
 

	
 

	
 

	
Title:   President












ANNEX A


	
 

	
 

	
 

	
 


	
Name of
Partner 

	
 

	
OP Units 

	
 


	


	
 

	


	
 


	
 

	
 

	
 

	
 


	
Klaff
 Realty, LP

	
 

	
250,000