EXHIBIT 10.19
EIGHTH AMENDMENT
TO
ADVISORY AGREEMENT
BETWEEN
METRIC INCOME TRUST SERIES, INC. AND SSR REALTY ADVISORS, INC.
THIS EIGHTH AMENDMENT TO ADVISORY AGREEMENT is dated as of April 1,
1997, between Metric Income Trust Series, Inc., a California corporation (the
"Fund"), and SSR Realty Advisors, Inc., a Delaware corporation, as assignee of
Metric Realty, an Illinois general partnership (the "Advisor").
WHEREAS, the Fund entered into an Advisory Agreement with the Advisor
dated as of June 29, 1989 and Amendments to such Agreement dated as of January
1, 1991 and April 1 of 1993, 1994, 1995 and 1996 (collectively, the
"Agreement").
WHEREAS, Metric Realty, as the Advisor, assigned its interest in the
Agreement to SSR Realty Advisors, Inc., which accepted such assignment, pursuant
to an Assignment and Assumption Agreement dated as of March 27, 1997, to which
the Fund consented.
WHEREAS, the term of the Agreement expired on March 31, 1997 and the
Fund and the Advisor desire to renew the term of the Agreement.
WHEREAS, pursuant to Section 4.9 and 6.2 of the Bylaws of the Fund, the
Independent Directors of the Fund have (i) evaluated the performance of the
Advisor and (ii) determined that the Advisor's compensation is reasonable in
relation to the nature and quality of services performed.
WHEREAS, the Fund is desirous of renewing the Agreement and the Advisor
is willing to continue to perform services under the Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants in this Amendment, the parties agree as follows:
1. Paragraph 18 of the Agreement is hereby deleted in its entirety and
the following is substituted therefor:
"Term: Termination of Agreement. This Agreement shall continue
in force until March 31, 1998, and thereafter it may be renewed,
subject to the approval of the Independent Directors. Notwithstanding
any other provision to the contrary, this Agreement may be terminated
without cause upon 60 days' written notice by the Fund to the Advisor
or 60 days' written notice by the Advisor to the Fund."
2. Except as set forth herein, the Agreement remains in full force and
effect.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
day and year first above written:
FUND: METRIC INCOME TRUST SERIES, INC.,
a California corporation
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------
Xxxxx X. Xxxxxx
President and Chief Executive Officer
ADVISOR: SSR REALTY ADVISORS, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxx
Managing Director, General Counsel
