AMENDED AND RESTATED ADVISORY AGREEMENT
THIS AMENDED AND RESTATED ADVISORY AGREEMENT (this Agreement), dated as of July 14, 2021, is by and among Invesco Real Estate Income Trust Inc., a Maryland corporation (the Company), Invesco REIT Operating Partnership LP, a Delaware limited partnership (the Operating Partnership), and Invesco Advisers, Inc., a Delaware corporation (the Adviser). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below.
W I T N E S S E T H
WHEREAS, the Company intends to qualify as a REIT, and to invest its funds in investments permitted by the terms of Sections 856 through 860 of the Code;
WHEREAS, the Company is the general partner of the Operating Partnership and intends to conduct all of its business and make all or substantially all Investments through the Operating Partnership;
WHEREAS, the Company and the Operating Partnership desire to avail themselves of the knowledge, experience, sources of information, advice, assistance and certain facilities available to the Adviser and to have the Adviser undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Board, all as provided herein;
WHEREAS, the Adviser is willing to undertake to render such services, subject to the supervision of the Board, on the terms and conditions hereinafter set forth;
WHEREAS, the Company, the Operating Partnership and the Adviser are party to that certain Amended and Restated Advisory Agreement, dated November 19, 2020 (the Prior Advisory Agreement); and
WHEREAS, this Agreement amends and restates the Prior Advisory Agreement in its entirety.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the parties agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms have the definitions hereinafter indicated:
Acquisition Expenses shall have the meaning set forth in the Charter.
Adviser shall mean Invesco Advisers, Inc., a Delaware corporation.
Adviser Expenses shall have the meaning set forth in Section 11(b).
Affiliate shall have the meaning set forth in the Charter.
Affiliated Funds shall mean any Other Invesco Account in which the Company or the Operating Partnership holds an equity interest, including without limitation limited partnership interests and limited liability company interests.
Average Invested Assets shall have the meaning set forth in the Charter.
Board shall mean the board of directors of the Company, as of any particular time.