0001193125-14-242579 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund • California

The Trust has been organized to engage in the business of a closed-end management investment company that is operated as an interval fund.

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FORM OF DISTRIBUTION AGREEMENT
Form of Distribution Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund • Colorado

THIS AGREEMENT is made as of May , 2014, between Griffin Institutional Access Real Estate Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

CUSTODY AGREEMENT Dated , 20 Between UMB BANK, N.A. and Griffin Capital Advisor, LLC
Custody Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund

This agreement made as of the date first set forth above between UMB Bank, n.a., a national banking association with its principal place of business located in Kansas City, Missouri (hereinafter “Custodian”), and Griffin Capital Advisor, LLC, an investment adviser registered as such with the Securities and Exchange Commission (the “SEC”) with its principal place of business in El Segundo, California on behalf of itself and each of the Funds listed on Appendix B hereof, together with such additional Funds which shall be made parties to this Agreement by the execution of Appendix B hereto (individually, a “Fund” and collectively, the “Funds”).

ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping And • June 19th, 2014 • Griffin Institutional Access Real Estate Fund • Colorado

THIS AGREEMENT is made as of May , 2014, between Griffin Institutional Access Real Estate Fund, organized as a Delaware statutory trust (the “Fund”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund • Delaware

This Investment Sub-advisory Agreement (“Agreement”) is made and entered into as of May 12, 2014 by and between Griffin Capital Advisor, LLC, a Delaware limited liability company (“Advisor”) and CenterSquare Investment Management Inc., a Pennsylvania corporation (“Sub-Advisor”).

FORM OF BROKER DEALER SELLING AGREEMENT
Form of Broker Dealer • June 19th, 2014 • Griffin Institutional Access Real Estate Fund • Colorado

THIS BROKER DEALER SELLING AGREEMENT (“Agreement”) made and entered into between ALPS Distributors, Inc. (“Distributor”), a Colorado corporation having its principal place of business at 1290 Broadway, Suite 1100, Denver, Colorado 80203, and , a company having its principal place of business (hereinafter “Broker/Dealer”).

Expense Limitation Agreement
Limitation Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund
FORM OF AGENCY AGREEMENT
Form of Agency Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund • Missouri

THIS AGREEMENT made the day of , , by and between, Griffin Institutional Access Real Estate Fund, a trust organized under the laws of the State of Delaware, with offices at Griffin Capital Plaza, 1520 Grand Avenue, El Segundo, CA 90245 (the “Fund, and any other investment products set forth on Exhibit A, attached hereto, as amended from time to time, having its principal place of business at Griffin Capital Plaza, 1520 Grand Avenue, El Segundo, CA 90245, and DST SYSTEMS, INC., a corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”):

INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund • Delaware

This Investment Sub-advisory Agreement (the “Agreement”) is made and entered into as of May 12, 2014, by and between Griffin Capital Advisor, LLC, a California limited liability company (the “Advisor”), and Hewitt EnnisKnupp, Inc., an Illinois corporation (the “Sub-Advisor”).

COMPLIANCE SERVICES AGREEMENT
Consulting Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund

AGREEMENT dated as of May 12, 2014 (the “Effective Date”) between Griffin Institutional Access Real Estate Fund (the “Trust”), a Delaware statutory trust, and Cipperman Compliance Services, LLC (“CCS”), a Pennsylvania limited liability company.

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