0000930413-08-000687 Sample Contracts

FORM OF ASSET MANAGEMENT AGREEMENT
Asset Management Agreement • January 30th, 2008 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York

THIS ASSET MANAGEMENT AGREEMENT (this “Agreement”) is entered into by and among TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), TIAA-CREF USREF I GP, LLC, a Delaware limited liability company and general partner of the Fund (the “General Partner”), and Teachers Advisors, Inc., a Delaware corporation, as asset manager (the “Asset Manager”), and dated as of [________], 2008.

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