Griffin Institutional Access Real Estate Fund Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund

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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DISTRIBUTION AGREEMENT
Distribution Agreement • January 28th, 2015 • Griffin Institutional Access Real Estate Fund • Colorado

THIS AGREEMENT is made as of June 20, 2014, between Griffin Institutional Access Real Estate Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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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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Services Agreement
Services Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund • New York
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BROKER DEALER SELLING AGREEMENT
Broker Dealer • July 31st, 2015 • 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”).

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AMENDED AND RESTATED CUSTODY AGREEMENT Dated May 2, 2022
Custody Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund

This Amended and Restated Custody Agreement (the “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 Apollo Real Estate Fund Adviser, LLC (f/k/n/a 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 New York, NY on behalf of itself and Apollo Diversified Real Estate Fund (f/k/n/a Griffin Institutional Access Real Estate Fund) (the “Fund”), a continuously offered, 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”).

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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”).

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INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG APOLLO REAL ESTATE FUND ADVISER, LLC AND CENTERSQUARE INVESTMENT MANAGEMENT LLC
Investment Sub-Advisory Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund • Delaware

THIS INVESTMENT SUB-ADVISORY AGREEMENT (this “Agreement”) is made and entered into this May 2, 2022, by and among Apollo Real Estate Fund Adviser, LLC, a Delaware limited liability company (the “Adviser”) and CenterSquare Investment Management LLC, a Delaware limited liability company (the “Sub-Adviser’’).

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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”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • January 29th, 2019 • Griffin Institutional Access Real Estate Fund • Colorado

THIS AGREEMENT (the “Agreement”) is made as of April 16, 2018, between Griffin Institutional Access Real Estate Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

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BROKER-DEALER SELLING AGREEMENT
Broker-Dealer • January 30th, 2023 • Apollo Diversified 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 1000, Denver, Colorado 80203, and ___________________________________, a _________________________ having its principal place of business at ________________________________________________________ (hereinafter “Broker-Dealer”).

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Expense Limitation Agreement
Expense Limitation Agreement • November 15th, 2016 • Griffin Institutional Access Real Estate Fund
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SELLING AGREEMENT
Selling Agreement • November 15th, 2016 • 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”).

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REPORT MODERNIZATION ADDENDUM to Administration, Bookkeeping and Pricing Services Agreement
Services Agreement • January 29th, 2019 • Griffin Institutional Access Real Estate Fund • Colorado

This Report Modernization Addendum (this “Addendum”) to the Administration, Bookkeeping and Pricing Services Agreement, as amended, is dated as of May 1, 2018 and entered into by and between Griffin Institutional Access Real Estate Fund, organized as a statutory trust under the laws of Delaware (the “Trust”), and ALPS Fund Services, Inc., a Colorado corporation (“ALPS”).

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INVESTMENT SUB-ADVISORY AGREEMENT BY AND AMONG APOLLO REAL ESTATE FUND ADVISER, LLC AND AON INVESTMENTS USA INC.
Investment Sub-Advisory Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund • Delaware

This Investment Sub-Advisory Agreement (the “Agreement”) is made and entered into as of May 2, 2022, by and between Apollo Real Estate Fund Adviser, LLC, a Delaware limited liability company (the “Advisor”), and Aon Investments USA Inc., an Illinois corporation (the “Sub-Advisor”).

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Expense Limitation Agreement
Limitation Agreement • January 28th, 2015 • Griffin Institutional Access Real Estate Fund
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Expense Limitation Agreement
Expense Limitation Agreement • January 27th, 2017 • Griffin Institutional Access Real Estate Fund
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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”).

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Expense Limitation Agreement
Limitation Agreement • January 28th, 2016 • Griffin Institutional Access Real Estate Fund
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AMENDMENT 3
Apollo Diversified Real Estate Fund • January 30th, 2023

This amendment (the “Amendment”) between the parties signing below (the “Parties”) amends the Existing Agreement as of May 2, 2022 (the “Effective Date”)

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AMENDMENT 2
Apollo Diversified Real Estate Fund • January 30th, 2023

This amendment (the “Amendment”) between the parties signing below (“Parties”) amends the Existing Agreement as of May 2, 2022 (the “Effective Date”)

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Expense Limitation Agreement
Limitation Agreement • January 30th, 2023 • Apollo Diversified Real Estate Fund
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Griffin Institutional Access Real Estate Fund Investment Advisory and Sub- Advisory Agreements
Griffin Institutional Access Real Estate Fund • November 28th, 2014

Investment Advisory Agreement among the Trust and Griffin Capital Advisors LLC dated May 12, 2014 previously filed as Exhibit Ex.99(g)(1) with the Trust’s registration statement on June 19, 2014 (Accession Number 0001193125-14-242579) is hereby incorporated by reference.

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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”).

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Expense Limitation Agreement
Expense Limitation Agreement • November 16th, 2016 • Griffin Institutional Access Real Estate Fund
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AMENDMENT 1
Griffin Institutional Access Real Estate Fund • January 28th, 2021

Except as amended hereby, all terms of the Existing Agreement remain in full force and effect. This Amendment includes the amendments in Schedule A and general terms in Schedule B.

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Expense Limitation Agreement
Limitation Agreement • January 28th, 2021 • Griffin Institutional Access Real Estate Fund
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Expense Limitation Agreement
Limitation Agreement • June 19th, 2014 • Griffin Institutional Access Real Estate Fund
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Expense Limitation Agreement
Expense Limitation Agreement • December 19th, 2017 • Griffin Institutional Access Real Estate Fund
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Expense Limitation Agreement
Expense Limitation Agreement • January 29th, 2019 • Griffin Institutional Access Real Estate Fund
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Expense Limitation Agreement
Expense Limitation Agreement • January 28th, 2020 • Griffin Institutional Access Real Estate Fund
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Expense Limitation Agreement
Limitation Agreement • April 14th, 2017 • Griffin Institutional Access Real Estate Fund
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Expense Limitation Agreement
Expense Limitation Agreement • July 31st, 2015 • Griffin Institutional Access Real Estate Fund
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ADMINISTRATION, BOOKKEEPING AND PRICING SERVICES AGREEMENT
Administration, Bookkeeping And • January 28th, 2015 • Griffin Institutional Access Real Estate Fund • Colorado

THIS AGREEMENT is made as of May 23, 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”).

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