0000950136-06-003096 Sample Contracts

AMENDED AND RESTATED PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • April 24th, 2006 • Cd Capital Management LLC • Real estate dealers (for their own account) • Illinois

This Amended and Restated Portfolio Management Agreement (the ‘‘Agreement’’) is made as of March 31, 2006 by and between CD INTERNATIONAL LTD. (the ‘‘Fund’’), a Cayman Islands company formed with limited liability whose registered office is c/o Admiral Administration Ltd., 90 Fort Street, 5th Floor, P.O. Box 32021 SMB, George Town, Grand Cayman, Cayman Islands; and CD CAPITAL MANAGEMENT LLC (the ‘‘Portfolio Manager’’), a Delaware limited liability company whose principal office is Two North Riverside Plaza, Seventh Floor, Chicago, Illinois 60606.

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