FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TIAA-CREF USREF I REIT, LLC (a Delaware limited liability company)Limited Liability Company Agreement • December 3rd, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of TIAA-CREF USREF I REIT, LLC, a Delaware limited liability company (the “REIT”), dated and effective as of ________, 2007, is entered into by and among _________________, _________________, TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), and those other Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this Agreement.
FORM OF ASSET MANAGEMENT AGREEMENTAsset Management Agreement • December 3rd, 2007 • 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 [________], 2007.
FORM OF DISTRIBUTION AGREEMENTForm of Distribution Agreement • December 3rd, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York
This DISTRIBUTION AGREEMENT (the “Distribution Agreement”), effective as of ______, 2007, is made by and among TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), Teachers Advisors, Inc., a Delaware corporation (“TAI”), TIAA-CREF USREF I GP, LLC, a Delaware limited liability company (the “General Partner”), and Teachers Personal Investors Services, Inc., a Delaware corporation (“TPIS”).
Escrow AgreementEscrow Agreement • December 3rd, 2007 • TIAA-CREF U.S. Real Estate Fund I, L.P. • Real estate investment trusts • New York
TIAA-CREF USREF I GP, LLC, a Delaware limited liability company, is the general partner (the “General Partner”) of TIAA-CREF U.S. Real Estate Fund I, L.P., a Delaware limited partnership (the “Fund”), which is to be the issuer of units of limited partnership interest (the “Units”) to the public pursuant to a registration statement originally filed with the Securities and Exchange Commission (“SEC”) on March 15, 2007 (File No. 333-141315) (as amended from time to time, the “Registration Statement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Amended and Restated Limited Partnership Agreement of the Fund (as amended from time to time, the “Partnership Agreement”).
