Exhibit 10.1

BUSINESS MANAGEMENT AGREEMENT

THIS BUSINESS MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 18, 2012, is entered into by and between INLAND REAL ESTATE INCOME TRUST, INC ., a Maryland corporation (the “Company”) and IREIT BUSINESS MANAGER & ADVISOR INC ., an Illinois corporation (the “Business Manager”).

WITNESSETH:

WHEREAS, the Company is a Maryland corporation created in accordance with Maryland General Corporation Law and intends to qualify as a REIT (as defined below);

WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Business Manager and to have the Business Manager undertake the duties and responsibilities hereinafter set forth, on behalf of, and subject to the supervision of, the Board of Directors (as defined below), all as provided herein; and

WHEREAS, the Business Manager is willing to undertake to render these services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties hereto agree as follows:

1.

Definitions . As used herein, the following capitalized terms shall have the meanings set forth below:

“ Acquisition Expenses ” means any and all expenses, exclusive of Acquisition Fees, incurred by the Company, the Business Manager or any Affiliate of either in connection with selecting, evaluating or acquiring any investment in Real Estate Assets, including but not limited to legal fees and expenses, travel and communication, appraisals and surveys, nonrefundable option payments regardless of whether the Real Estate Asset is acquired, accounting fees and expenses, computer related expenses, architectural and engineering reports, environmental and asbestos audits and surveys, title insurance and escrow fees, and personal and miscellaneous expenses.

“ Acquisition Fees ” means any and all fees and commissions, exclusive of Acquisition Expenses, paid by any Person to any other Person (including any fees or commissions paid by or to any Affiliate of the Company or the Business Manager) in connection with making or investing in Mortgage Loans or other Loans or the purchase, development or construction of an Real Estate Asset, including, without limitation, real estate commissions, selection fees, investment banking fees, third party seller’s fees (to the extent the Company agrees to pay these fees as part of an acquisition), development fees, construction fees, non-recurring management fees, loan fees, points or any other fees of a similar nature. Excluded shall be development fees and construction fees paid to any Person not affiliated with the Sponsor in connection with the actual development and construction of any Property.

“ Affiliate ” or “ Affiliates ” means, with respect to any other Person: any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10%) or more of the outstanding voting securities of such other Person; any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; any Person directly or indirectly controlling, controlled by or under common control with such other Person; any executive officer, director, trustee, general partner or manager of such other Person; and any legal entity for which such Person acts as an executive officer, director, trustee, general partner or manager.

“ Average Invested Assets ” means, for any period, the average of the aggregate book value of the assets of the Company, including all intangibles and goodwill, invested, directly or indirectly, in equity interests in, and Loans secured by, Real Estate Assets, and all Real Estate-Related Securities and consolidated and unconsolidated Joint Ventures or other partnerships, before non-cash charges such as depreciation, amortization, impairments and bad debt reserves, computed by taking the average of these values at the end of each month during the relevant calendar quarter.

 “ Board of Directors ” means the persons holding the office of director of the Company as of any particular time under the Charter.

“ Business Day ” means any day other than Saturday, Sunday or any other day on which national banks are required or are authorized to be closed in Chicago, Illinois.  

“ Business Management Fee ” means the fee payable to the Business Manager under Section 7(b) hereof.

“ Charter ” means the articles of incorporation of the Company, as amended or restated from time to time.

“ Code ” means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder or corresponding provisions of subsequent revenue laws.

“ Competitive Real Estate Commission ” means the real estate or brokerage commission paid for the purchase or Sale of a Property that is reasonable, customary and competitive in light of the size, type and location of such Property.

 “ Contract Purchase Price ”  means the amount of monies or other consideration paid or contributed by the Company, from time to time: (1) to acquire, directly or indirectly, any Real Estate Asset or an Incremental Interest in a Real Estate Asset, and including any indebtedness for money borrowed to finance the purchase, indebtedness secured by the Real Estate Asset, which is assumed, or indebtedness that is refinanced or restructured, all in connection with the acquisition, and which is or will be secured by the Real Estate Asset at the time of the acquisition; or (2) to make any Property Improvements. The Contract Purchase Price shall exclude Acquisition Fees and Acquisition Expenses.  With respect to monies funded or contributed by the Company to a Joint Venture, the Contract Purchase Price shall be equal to the product of: (a) the amount determined in accordance with the foregoing; and (b) the Ownership Percentage.

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“ Equity Stock ” means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

“ Fiscal Year ” means the calendar year ending December 31.

“ GAAP ” means generally accepted accounting principles as in effect in the United States of America from time to time or any other accounting basis mandated by the Securities and Exchange Commission.

“ Gross Offering Proceeds ” means the total proceeds from the sale of up to 150,000,000 Shares in the Offering before deducting Issuer Costs. For purposes of calculating Gross Offering Proceeds, the selling price for all Shares, including those for which volume discounts apply, shall be deemed to be $10.00 per Share. Unless specifically included in a given calculation, Gross Offering Proceeds does not include any proceeds from the sale of Shares under the Company’s distribution reinvestment plan.

“ Incremental Interest ” means, any increase in the percentage interest owned by the Company, directly or indirectly, including through a Joint Venture, in a Real Estate Asset, which results from an additional investment by the Company in the Real Estate Asset, whether through an additional capital contribution, the funding of additional debt or the assumption or guarantee of debt, which, in the case of a Joint Venture, is not matched by a corresponding contribution or assumption by the other Joint Venture partner.

“ Independent Director ” means any director of the Company who is an “Independent Director” for purposes of the Charter.

“ Invested Capital ” means the aggregate original issue price paid for the Shares, before reduction for Organization and Offering Expenses, reduced by any distribution of Sale or financing proceeds.

“ Issuer Costs ” means all expenses, other than Selling Commissions and the Marketing Contribution, incurred by, and to be paid from, the assets of the Company in connection with and in preparing the Company for registration and offering its Shares to the public, including, but not limited to, expenses for printing, engraving and mailing, salaries of the employees of the Company, or the Sponsor and its Affiliates, while engaged in sales activity, charges of transfer agents, registrars, trustees, escrow holders, depositaries and experts, expenses of qualifying the sale of the Shares under federal and state laws, including taxes and fees and accountants’ and attorneys’ fees and expenses.

“ Joint Venture ” means a joint venture, limited liability company, corporation or partnership arrangement in which the Company, or any subsidiary thereof, is a co-venturer, member, stockholder or partner with one or more other Persons or an entity, which acquires, owns or manages Real Estate Assets.

“ Key Person ” means a natural person who, at the time of the determination: (1) serves as an executive officer of the Company; (2) serves as an executive officer of the Business Manager; or (3) performs services that are integral to the operation of the Company, as mutually

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agreed upon in writing by the Company and the Business Manager; provided , however , that for purposes of clauses (1) and (2), a “Key Person” shall not include any person that, as of the date on which the Company has mailed or otherwise delivered the Qualifying Internalization Notice, concurrently serves as a director or executive officer of any other REIT(s) sponsored by the Sponsor; provided , further , that for purposes of this definition, a secretary of an entity shall not be considered an “executive officer.”

“ Liquidity Amount ” means: (1) in the case of a Sale of Real Estate Assets, the Net Sales Proceeds realized by the Company from the Sale of Real Estate Assets since the Company’s inception and distributed to Stockholders, in the aggregate, plus the total amount of any other distributions paid by the Company to Stockholders, in the aggregate, from the Company’s inception until the date that the Liquidity Amount is determined, in the aggregate; and (2) in the case of a Liquidity Event, the Market Value, plus the total distributions paid by the Company to Stockholders from the Company’s inception until the date that the Liquidity Amount is determined.  

“ Liquidity Event ” means a Listing or any merger, reorganization, business combination, share exchange or acquisition by any Person or related group of Persons of beneficial ownership of all or substantially all of the Shares in one or more related transactions, or another similar transaction involving the Company, pursuant to which the Stockholders receive cash or the securities of another issuer that are listed on a national securities exchange, as full or partial consideration for their Shares.

“ Listing ” means, in the aggregate, the filing of a Form 8-A (or any successor form) with the Securities and Exchange Commission to register any or all Shares, or the shares of common stock of any of the Company’s subsidiaries, on a national securities exchange, the approval of the original listing application related thereto by the applicable exchange and the commencement of trading in the Shares, or the shares of common stock of any of the Company’s subsidiaries, on the exchange.  Upon a Listing, the Shares, or the shares of common stock of the Company’s subsidiaries, shall be deemed “Listed.”  A Listing shall also be deemed to occur on the effective date of a merger in which the consideration received by the holders of the Shares is securities of another issuer that are listed on a national securities exchange; provided , however , that if the merger is effectuated through a wholly owned subsidiary of the Company, a Listing will not occur until the consideration received by the Company shall be distributed to the holders of the Shares.

“ Loans ” means debt financing evidenced by bonds, notes, debentures or similar instruments or letters of credit and Mortgage Loans.

“ Market Value ” means the value of the Company measured in connection with an applicable Liquidity Event determined as follows: (1) in the case of a Listing of the Shares, or the shares of common stock of any of the Company’s subsidiaries, by taking the average closing price over the period of thirty (30) consecutive trading days during which the Shares, or the shares of the common stock of the Company’s subsidiary, as applicable, are eligible for trading, beginning on the 180th day after Listing of the Shares, or the shares of the common stock of the Company’s subsidiary, as applicable, multiplied by the number of Shares, or the shares of the common stock of the Company’s subsidiary, as applicable, outstanding on the date of

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measurement; or (2) in the case of the receipt by Stockholders of securities of another entity that are trading on a national securities exchange prior to, or that become listed on a national securities exchange concurrent with, the consummation of the Liquidity Event, as follows: (a) in the case of securities of another entity that are trading on a national securities exchange prior to the consummation of the Liquidity Event, the value ascribed to the securities in the transaction giving rise to the Liquidity Event, multiplied by the number of those securities issued to the holders of the Shares in respect of the transaction; and (b) in the case of securities of another entity that become listed on a national securities exchange concurrent with the consummation of the Liquidity Event, the average closing price over a period of thirty (30) consecutive trading days during which the securities are eligible for trading, beginning on the 180th day after the listing of the securities, multiplied by the number of those securities issued to the holders of the Shares in respect of the transaction.  In addition, any distribution of cash consideration received by the Stockholders in connection with any Liquidity Event shall be added to the Market Value determined in accordance with clause (1) or (2).

“ Marketing Contribution ” means any and all compensation payable to underwriters, dealer managers or other broker-dealers in connection with marketing the sale of Shares, including, without limitation, compensation payable to Inland Securities Corporation, and which includes reimbursement for any out-of-pocket, itemized and detailed due diligence expenses incurred in connection with investigating the Company or any offering of Shares.

“ Mortgage Loans ” means notes or other evidences of indebtedness or obligations that are secured or collateralized, directly or indirectly, by Real Property or other interests in Real Property.

“ Net Income ” means, for any period, the aggregate amount of total revenues applicable to the period less the expenses applicable to the same period other than additions to, or allowances for, non-cash charges such as depreciation, amortization, impairments and bad debt reserves and excluding any gain from any Sale.

“ Net Sales Proceeds ” means the proceeds from any Sale of Real Estate Assets, less any costs incurred in selling the Real Estate Asset(s) including, but not limited to, legal fees and selling commissions and further reduced by the amount of any indebtedness encumbering the Real Estate Asset(s).

“ Offering ” means the initial public offering of Shares on a “best efforts” basis pursuant to the Prospectus, as amended and supplemented from time to time.

“ Organization and Offering Expenses ” means the aggregate of all Issuer Costs, plus Selling Commissions and the Marketing Contribution.

“ Ownership Percentage ” means, with respect to any Real Estate Asset at a specified time, the percentage of capital stock, membership interests, partnership interests or other equity interests in the Real Estate Asset owned directly or indirectly by the Company at that time, without regard to classification of such equity interests.

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“ Person ” means any individual, corporation, business trust, estate, trust, partnership, limited liability company, association, two or more persons having a joint or common interest or any other legal or commercial entity.

“ Priority Return ” means a seven percent (7.0%) per annum cumulative, pre-tax non-compounded return on Invested Capital.

“ Property ” or “ Properties ” means interests in: (1) Real Property; (2) long-term ground leases; or (3) any buildings, structures, improvements, furnishings, fixtures and equipment, whether or not located on the Real Property, in each case owned or to be owned by the Company either directly or indirectly through one or more Affiliates, Joint Ventures, partnerships or other legal entities.

“ Property Improvements ” means any monies invested or otherwise funded by the Company, directly or indirectly to develop, construct, renovate, or otherwise physically improve a Real Estate Asset, including, but not limited to major tenant improvements, whether pursuant to allowances, concessions or rent abatements, all to the extent that the monies invested or funded for each of these purposes were approved by the Board of Directors as part of the initial plan for the Real Estate Asset.

“ Prospectus ” has the meaning set forth in Section 2(10) of the Securities Act of 1933, as amended (the “Securities Act”), including a preliminary prospectus, an offering circular as described in Rule 253 of the General Rules and Regulations under the Securities Act, or, in the case of an intrastate offering, any document by whatever name known, utilized for the purpose of offering and selling the Shares to the public.

“ Real Estate Assets ” means any and all Properties and other direct or indirect investments in equity interests in, or Loans secured, directly or indirectly, by, or otherwise relating to, Property (other than investments in bank accounts, money market funds or other current assets), including any interest in a Joint Venture, owned by the Company, directly or indirectly through one or more of its Affiliates or Joint Ventures.  Notwithstanding the foregoing, “Real Estate Assets” shall not include any investments in Real Estate-Related Securities.

“ Real Estate Manager ” means either of Inland National Real Estate Services, LLC or Inland National Real Estate Services II, LLC, each a Delaware limited liability company, or any of their successors or assigns, or entities owned or controlled by the Sponsor and engaged by the Company to manage a Property or Properties.

“ Real Estate-Related Securities ” means investments in equity securities of both publicly traded and private companies, including REITs and pass-through entities, that own real Real Estate Assets, including investments in commercial mortgage-backed securities, owned by the Company, directly or indirectly through one or more of its Affiliates or Joint Ventures, but excluding, for these purposes, ownership interests in a Joint Venture.

“Real Property ” means land, rights or interests in land (including, but not limited to, leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on, or used in connection with, land and rights or interest in land.

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“ REIT ” means a real estate investment trust as defined in Sections 856 through 860 of the Code.

“ Sale ” means any transaction or series of transactions, regardless of whether Net Sales Proceeds are distributed to Stockholders as a result thereof, whereby: (1) the Company directly or indirectly, including through any Affiliate (except as described in other subsections of this definition), sells, grants, transfers, conveys, or relinquishes its ownership of any Real Estate Asset or portion thereof, except for a contribution to a Joint Venture in which the Company, directly or indirectly, has, or will have, an ownership interest; (2) the Company directly or indirectly, including through any Affiliate (except as described in other subsections of this definition), sells, grants, transfers, conveys, or relinquishes its ownership of all or substantially all of the interest of the Company in any Joint Venture in which it is a co-venturer or partner; (3) any Joint Venture directly or indirectly (except as described in other subsections of this definition) sells, grants, transfers, conveys, or relinquishes its ownership of any Real Estate Asset or portion thereof (excluding for these purposes any Loans or Mortgage Loans); (4) the Company or any Joint Venture directly or indirectly, including through any Affiliate (except as described in other subsections of this definition), sells, grants, transfers, conveys, or relinquishes its ownership of any Property or portion thereof, through any event which results in the Company or the Joint Venture, as applicable, receiving a insurance proceeds or condemnation awards; (5) the Company directly or indirectly, including through any Affiliate (except as described in other subsections of this definition), sells, grants, transfers, conveys, or relinquishes its ownership of any other Real Estate Asset not previously described in this definition or any portion thereof.  Notwithstanding anything to the contrary herein, the sale, grant, transfer or conveyance of any Real Estate-Related Security shall not be treated as a “Sale” hereunder.

“ Selling Commissions ” means any and all commissions, not to exceed seven percent (7.0%) of the gross offering price of any Shares, payable to underwriters, dealer managers or other broker-dealers in connection with the sale of Shares.

“Shares” means the shares of common stock, par value $.001 per share, of the Company, and “Share” means one of those Shares.

“ Sponsor ” means Inland Real Estate Investment Corporation, a Delaware corporation.

“ Stockholders ” means holders of shares of the Company’s common stock, $.001 par value per share, or any other share of Equity Stock having the right to elect directors of the Company.

“ Total Operating Expenses ” means the aggregate expenses of every character paid or incurred by the Company as determined under GAAP, including the Business Management Fee and other fees payable hereunder, but excluding:

(a)

the expenses of raising capital such as Organization and Offering Expenses, legal, audit, accounting, underwriting, brokerage, listing, registration and other fees, printing and other expenses and taxes incurred in connection with the issuance, distribution, transfer, registration and listing of any shares of the Equity Stock;

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(b)

Property expenses incurred at each Property, including any fees paid to, or expenses reimbursed on behalf of, the Real Estate Managers;  

(c)

interest payments;

(d)

taxes;

(e)

non-cash charges such as depreciation, amortization, impairments and bad debt reserves;

(f)

any incentive fee payable pursuant to Section 7(d) hereof; and

(g)

Acquisition Fees, Acquisition Expenses, real estate commissions on resale of property and other expenses connected with acquiring, disposing and owning Real Estate Assets (such as the costs of foreclosure, insurance premiums, legal services, maintenance, repair and Property improvements).

2.

Duties of the Business Manager . The Business Manager shall consult with the Company and shall furnish advice and recommendations with respect to all aspects of the business and affairs of the Company.  The Business Manager shall inform the Board of Directors of factors that come to the Business Manager’s attention that may, in its opinion, influence the policies of the Company.  Subject to the supervision of the Board of Directors and consistent with the provisions of the Charter, the Business Manager, directly or indirectly through Affiliates or third parties supervised by the Business Manager or its Affiliates, shall use commercially reasonable efforts to:

(a)

identify potential investment opportunities in Real Estate Assets located in the United States, consistent with the Company’s investment objectives and policies; including but not limited to:

(i)

locating, analyzing and selecting potential investments in Real Estate Assets;

(ii)

structuring and negotiating the terms and conditions of acquisition and disposition transactions;

(iii)

arranging financing and refinancing or other changes in the asset or capital structure of the Company and reinvesting the proceeds from the Sale of, or otherwise deal with the investments in, Real Estate Assets; and

(iv)

overseeing material leases and service contracts, related to the Real Estate Assets.

(b)

assist the Board of Directors in evaluating investment opportunities;

(c)

provide the Board of Directors with research and other statistical data and analysis in connection with Real Estate Assets and the Company’s operations and investment policies;

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(d)

manage the Company’s day-to-day operations, consistent with the investment objectives and policies established by the Board of Directors from time to time, including hiring and supervising Company employees, if any;

(e)

investigate and conduct relations with lenders, consultants, accountants, brokers, third party asset managers, attorneys, underwriters, appraisers, insurers, corporate fiduciaries, banks, builders and developers, sellers and buyers of investments and persons acting in any other capacity specified by the Company from time to time, and enter into contracts in the Company’s name with, and retaining and supervising services performed by, such parties in connection with investments that have been or may be acquired or disposed of by the Company;

(f)

cooperate with the Real Estate Managers in connection with real estate management services and other activities relating to Real Estate Assets, subject to any requirement under the laws, rules and regulations affecting REITs that own Real Property that the Business Manager or the applicable Real Estate Manager, as the case may be, qualifies as an “independent contractor” as that phrase is used in connection with applicable laws, rules and regulations affecting REITs;

(g)

upon request of the Company, act, or obtain the services of others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of investments, disbursing and collecting funds in connection with any acquisition or disposition, paying the debts and fulfilling the obligations of the Company and handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests securing investments;

(h)

assist in negotiations on behalf of the Company with investment banking firms and other institutions or investors for public or private sales of Equity Stock or for other financing on behalf of the Company, provided that in no event may the Business Manager act as a broker, dealer, underwriter or investment advisor of, or for, the Company;

(i)

maintain, with respect to any Real Property and to the extent available, title insurance or other assurance of title and customary fire, casualty and public liability insurance;

(j)

coordinate placement of casualty and public liability insurance and directors’ and officers’ insurance;

(k)

except as otherwise provided by the Company, provide office space, equipment and personnel as required for the performance of the foregoing services as Business Manager, subject to the reimbursement of costs associated therewith;

(l)

advise the Board of Directors, from time to time, of the Company’s operating results and coordinate preparation, with each Real Estate Manager, of an operating budget including one, three and five year projections of operating results and such other reports as may be appropriate for each Real Estate Asset;

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(m)

prepare, on behalf of the Company, and supervise the filing of all reports required by the Securities and Exchange Commission, including without limitation Current Reports on Form 8-K, Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K, and all reports and returns required by the Internal Revenue Service, other state or federal governmental agencies or other Company vendors relating to the Company and its operations, including specifically its compliance with REIT rules;

(n)

prepare, on behalf of the Company, and supervise the distribution of reports to Stockholders, and act on behalf of the Company to communicate with Stockholders, brokers, dealers, financial advisors and custodians, whether by in person, written, electronic or telephonic means;

(o)

arrange for, and plan, the Company’s annual meetings of Stockholders;

(p)

supervise communications with the Company’s transfer agent;

(q)

maintain the Company’s books and records including, but not limited to, appraisals and fairness opinions obtained in connection with acquiring or disposing Real Estate Assets;

(r)

assist the Board of Directors in evaluating Sales and Liquidity Events, including without limitation: (i) performing due diligence in connection with investigating potential Sales or Liquidity Events; (ii) selecting and conducting relations with experts, investment banking firms and potential acquirors of Real Estate Assets, among others; (iii) preparing investment and other strategic models regarding Liquidity Events for evaluation by the Board of Directors; and (iv) preparing written reports and making presentations regarding potential Sales and Liquidity Events to the Board of Directors;

(s)

administer the Company’s bookkeeping and accounting functions, including without limitation: (i) establishing and implementing accounting and financial reporting procedures, processes and policies; (ii) maintaining the Company’s general ledger and sub ledgers; (iii) recording investments in Real Estate Assets, investments in Joint Ventures and any funding of indebtedness; (iv) performing accounting research; (v) budgeting, forecasting and analyzing the Company’s performance; (vi) assisting in selecting and implementing accounting and financial system software; (vii) overseeing platform accounting functions and practices; (viii) reporting to the Board of Directors and audit committee; (ix) monitoring the Company’s compliance with The Sarbanes–Oxley Act of 2002, as amended, and the effectiveness of the Company’s internal controls; (x) monitoring and ensuring compliance with ratios and covenants set forth in the loan documents for any Loans; (xi) providing required monthly, quarterly and annual financial reporting to the Company’s lenders; and (xii) ensuring proper accounting treatment for derivative instruments;

(t)

enter into ancillary agreements with the Sponsor and its Affiliates to arrange for the services and licenses to be provided by the Business Manager hereunder,

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as summarized on Schedule 2(t) hereto (collectively, the “Service Provider Agreements”); and

(u)

undertake and perform all services or other activities necessary and proper to carry out the Company’s investment objectives, including providing secretarial, clerical and administrative assistance for the Company and maintaining a web site that provides up-to-date Company information.

3.

No Partnership or Joint Venture . The Company and the Business Manager are not, and shall not be deemed to be, partners or Joint Venturers with each other.

4.

REIT Qualifications . Notwithstanding any other provision of this Agreement to the contrary, the Business Manager shall refrain from taking any action that, in its reasonable judgment or in any judgment of the Board of Directors of which the Business Manager has written notice, would adversely affect the qualification of the Company as a REIT under the Code or that would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company, its Equity Stock or its Real Estate Assets, or that would otherwise not be permitted by the Charter. If any such action is ordered by the Board of Directors, the Business Manager shall promptly notify the Board of Directors that, in the Business Manager’s judgment, the action would adversely affect the Company’s status as a REIT or violate any law, rule or regulation or the Charter, and that the Business Manager shall refrain from taking such action pending further clarification or instruction from the Board of Directors.

5.

Bank Accounts . At the direction of the Board of Directors or the officers of the Company, the Business Manager shall establish and maintain bank accounts in the name of the Company, and shall collect and deposit into and disburse from such accounts moneys on behalf of the Company, upon such terms and conditions as the Board of Directors may approve, provided that no funds in any such account shall be commingled with funds of the Business Manager. The Business Manager shall, from time to time, as the Board of Directors or the officers of the Company may require, render appropriate accountings of such collections, deposits and disbursements to the Board of Directors and to the Company’s auditors.

6.

Fidelity Bond . The Business Manager shall not be required to obtain or maintain a fidelity bond in connection with performing its services hereunder.

7.

Compensation . Subject to the provisions of this Agreement, including Section 12 hereof, and in addition to any compensation for additional services that may be paid pursuant to Section 9 hereof, for services rendered hereunder the Company shall pay, in cash, to the Business Manager the following:

(a)

An Acquisition Fee, in an amount equal to 1.5% of the Contract Purchase Price of each Real Estate Asset, in connection with: (i) acquiring each Real Estate Asset, or any Incremental Interest therein, including by way of exchanging a debt interest for an equity interest, but excluding the contribution of a Real Estate Asset owned, directly or indirectly, by the Company to a Joint Venture; or (ii) any Property Improvement.  In the case of a Real Estate Asset acquired by a Joint Venture from a third party, the Acquisition Fee payable hereunder shall be equal to the product of: (x) 1.5% of the

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Contract Purchase Price paid by the Joint Venture; and (y) the Ownership Percentage.  The Business Manager shall submit an invoice to the Company at or within a reasonable amount of time following the closing or closings of each event for which an Acquisition Fee is due hereunder, and no less frequently than quarterly, accompanied by a computation of the Acquisition Fee. The Company shall pay the Acquisition Fee to the Business Manager within a reasonable period of time after receipt by the Company of the invoice; provided , that the Business Manager may decide, in its sole discretion, to be paid an amount less than the total amount to which it is entitled, and the excess amount that is not paid may, in the Business Manager’s sole discretion, be deferred, waived permanently or accrued, without interest, to be paid at a later point in time.

(b)

An annual business management fee (the “Business Management Fee”) equal to 0.65% of Average Invested Assets, payable quarterly in an amount equal to 0.1625% of Average Invested Assets as of the last day of the immediately preceding quarter; provided , that the Business Manager may decide, in its sole discretion, to be paid an amount less than the total amount to which it is entitled in any particular quarter, and the excess amount that is not paid may, in the Business Manager’s sole discretion, be waived permanently or deferred or accrued, without interest, to be paid at a later point in time.

(c)

Upon the Sale of a Property, a fee, payable to the Business Manager or any Affiliate thereof, in an amount not to exceed the lesser of: (i) one-half of the Competitive Real Estate Commission; or (ii) one percent (1.0%) of the contract price of a Property; provided , that this fee  shall be paid only if the Business Manager or its Affiliate provides a substantial amount of services (as determined by the Board of Directors) in connection with the Sale of the applicable Property; provided , further , in no event shall the sum of this fee and any commissions paid to unaffiliated third parties exceed the lesser of: (x) the Competitive Real Estate Commission; or (y) an amount equal to three percent (3.0%) of the gross sales price of the Property.  

(d)

Upon any (i) Sale of Real Estate Assets in which the Net Sales Proceeds resulting from the Sale are specifically identified and distributed to Stockholders or (ii) Liquidity Event (each, an “Incentive Triggering Event”), an incentive fee equal to ten percent (10.0%) of the amount by which: (1) the Liquidity Amount exceeds (2) Invested Capital, plus the total distributions required to be paid to Stockholders in order to pay them the Priority Return, measured as of the date of the applicable Incentive Triggering Event set forth in clause (i) or (ii) of this Section 7(d) ; provided , that if the Company has not satisfied the Priority Return at the time of any particular Incentive Triggering Event, this fee shall be paid on any future Incentive Triggering Event if, at the time, the Company has satisfied the return requirements set forth in clause (2) herein.

8.

Expenses.

(a)

In addition to the compensation paid to the Business Manager pursuant to Section 7 and Section 9 hereof, and subject to the limits herein, the Company shall reimburse the Business Manager, the Sponsor and their respective Affiliates for all expenses attributable to the Company paid or incurred by the Business Manager, the

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Sponsor or their respective Affiliates in providing certain services and licenses hereunder, including all expenses and the costs of salaries and benefits of persons employed by the Business Manager, the Sponsor and their respective Affiliates and performing services for the Company, except for the salaries and benefits of persons who also serve as one of the Company’s executive officers or as an executive officer of the Business Manager or its Affiliates.  For purposes of this Section 8(a) , a secretary of an entity shall not be considered an “executive officer.”

(b)

Expenses that the Company shall reimburse pursuant to Section 8(a) hereof include, but are not limited to all:

(i)

Issuer Costs, in an amount not to exceed one and one-half percent (1.5%) of Gross Offering Proceeds;

(ii)

expenses, including Acquisition Expenses incurred in connection with selecting or acquiring Real Estate Assets or any Sale of Real Estate Assets or any contribution of Real Estate Assets to a Joint Venture;

(iii)

the actual cost of goods and services purchased for and used by the Company and obtained from entities not affiliated with the Business Manager;

(iv)

interest and other costs for money borrowed on behalf of the Company, including points and other similar fees;

(v)

taxes and assessments on income or attributed to Real Property;

(vi)

premiums and other associated fees for insurance policies including director and officer liability insurance;

(vii)

expenses of managing and operating Real Estate Assets owned by the Company, whether payable to an Affiliate of the Company or a non-affiliated Person;

(viii)

fees and expenses paid to members of the Board of Directors and the fees and costs of any meetings of the Board of Directors or Stockholders;

(ix)

expenses associated with dividends or distributions paid or caused to be paid by the Company to Stockholders;

(x)

expenses of organizing the Company and filing, revising, amending, converting or modifying the Charter or the bylaws;

(xi)

expenses associated with Stockholder communications including the cost of preparing, printing and mailing annual reports, proxy statements and other reports required by governmental entities;

(xii)

administrative service expenses charged to, or for the benefit of, the Company by non-affiliated third parties;

13

(xiii)

audit, accounting and legal fees charged to, or for the benefit of, the Company by non-affiliated third parties;

(xiv)

transfer agent and registrar’s fees and charges;

(xv)

expenses relating to any offices or office facilities maintained solely for the benefit of the Company that are separate and distinct from the Company’s executive offices;

(xvi)

payments made by the Business Manager to Affiliates of the Sponsor for the services and licenses provided for the benefit of the Company, as summarized on Schedule 2(t) hereto;

(xvii)

expenses incurred in connection with any Liquidity Event or Qualifying Internalization (as defined in Section 10(a) ); and

(xviii)

expenses incurred in connection with any investment in Real Estate-Related Securities and charged to, or for the benefit of, the Company by non-affiliated third parties.

(c)

The Company shall also reimburse the Business Manager, the Sponsor and their respective Affiliates pursuant to Section 8(a) hereof for the salaries and benefits of persons employed by the Business Manager, the Sponsor or their respective Affiliates and performing services for the Company, subject to the following:  

(i)

In the case of employees of the Sponsor who also provide services for other entities sponsored by, or affiliated with, the Sponsor, the Company shall reimburse only a pro rata portion of the salary and benefits of these persons based on the amount of time spent by such persons on matters for the Company compared to the time spent by such persons on all other matters including the Company’s matters.  

(ii)

In the case of Affiliates of the Sponsor (excluding the Sponsor and Inland Risk and Insurance Management Services, Inc.), and unless otherwise agreed to in writing by the Company or the Business Manager, the Company shall be responsible for the payment of the charges billed by such Affiliates for work done for the benefit of the Company.  Such charges shall be based upon: (A) such Affiliate’s “hourly billing rate” of its employees, (B) fixed amounts or (C) a combination of the “hourly billing rate” and fixed amounts, all as set forth in the respective Service Provider Agreements between the Business Manager or the Company and the Affiliate.  The “hourly billing rate” for employees of Affiliates of the Sponsor shall be based on the budgeted salaries, benefits, overhead and operating expenses of such Affiliates.  In the event that an Affiliate of the Sponsor providing services for the benefit of the Company has revenues for any one Fiscal Year that exceed its expenses for that year, such Affiliate shall rebate the excess on a pro rata basis to its clients based on the revenues attributable to such client.

14

In each case, the Company shall reimburse salaries and related salary expenses pursuant to this Section 8(c) irrespective of whether the services performed by the subject persons could have been performed directly for the Company by independent, non-affiliated third parties.

(d)

The Business Manager shall prepare a statement documenting the expenses paid or incurred by the Business Manager, the Sponsor and their respective Affiliates for the Company on a monthly basis.  The Company shall reimburse the Business Manager, the Sponsor and their respective Affiliates for any expenses reimbursable in accordance with this Section 8 within twenty (20) days after receipt of such statements.  With respect to expenses incurred by Affiliates of the Sponsor related to services and licenses provided for the benefit of the Company, or payments made for these services and licenses, the Business Manager, in its sole discretion, may arrange for payment to be made directly from the Company to the Affiliates of the Sponsor.

(e)

The Business Manager shall cause the Sponsor and its Affiliates to direct their employees, who perform services for the Company, to keep time sheets or other appropriate billing records and receipts in connection with any reimbursement of expenses made by the Company pursuant to this Section 8 .  All time sheets or other appropriate billing records or receipts shall be made available to the Company for review or inspection upon reasonable request to the Business Manager.

9.

Compensation for Additional Services, Certain Limitations .  The Company and the Business Manager will separately negotiate and agree on the fees for any additional services that the Company asks the Business Manager or its Affiliates to render in addition to those set forth in Section 2 hereof.  Any additional fees or reimbursements to be paid by the Company in connection with the additional services must be fair and reasonable and shall be approved by a majority of the Board of Directors, including a majority of the Independent Directors.

10.

Qualifying Internalization .

(a)

Qualifying Internalization Process .  At any time following the one-year anniversary of the completion of the Offering, the Company may elect to internalize the functions performed by the Business Manager through an agreed-upon, one-year transition with the Business Manager on the terms and subject to the conditions set forth in this Section 10 (a “Qualifying Internalization”). Any decision to pursue a Qualifying Internalization must be approved by the affirmative vote of a majority of the Board of Directors, including a majority of the Independent Directors.  If the Company elects to pursue a Qualifying Internalization, the Company shall provide written notice to the Business Manager, stating the Company’s intention to pursue the Qualifying Internalization (the “Qualifying Internalization Notice”).  During the one-year period commencing upon the Business Manager’s receipt of the Qualifying Internalization Notice and ending on the one-year anniversary thereof (the “Transition Period”), the Company and the Business Manager shall transition the services provided by the Business Manager to the Company, as follows:

15

(i)

during the Transition Period (the “Solicitation Period”), the Company, or any of its subsidiaries, may, without the Business Manager’s consent, solicit and offer to hire each Key Person for employment by the Company or any of its subsidiaries; provided , however , that any Key Person solicited or hired by the Company or its subsidiaries during the Solicitation Period shall not commence his or her employment with the Company or its subsidiaries until the Completion Date (as hereinafter defined); provided , further , that notwithstanding anything to the contrary in this Agreement, the non-solicitation provisions of Section 19 of this Agreement shall not apply to the Key Persons during the Solicitation Period; and

(ii)

upon the written request of the Company, the Business Manager shall assign one or more of the Service Provider Agreements to the Company.

The closing of the Qualifying Internalization shall occur on the last business day of the Transition Period or such other date that the Company and the Business Manager mutually agree (the “Completion Date”) This Agreement shall terminate on the Completion Date.

(b)

Compensation During the Transition Period .  The Company shall not pay any internalization fee to acquire the Business Manager.   The Company shall continue to compensate the Business Manager on the terms and conditions set forth in this Agreement throughout the Transition Period.  In addition, Company, in its sole discretion, may agree to pay or reimburse the Business Manager for: (x) costs and expenses the Business Manager has incurred on the Company’s behalf in connection with the Qualifying Internalization; and (y) costs and expenses the Business Manager incurs directly in connection with the Qualifying Internalization.

(c)

Other Arrangements . Notwithstanding anything to the contrary in Section 10(b) of this Agreement, the Company and the Business Manager may enter into separate arrangements for the purchase and sale of tangible assets or services in connection with the Qualifying Internalization, which are not addressed by paragraphs (i) and (ii) of Section 10(a) of this Agreement.  These arrangements shall be subject to the negotiation and execution of definitive agreements acceptable to both parties.

11.

Statements .  Except as otherwise set forth in Section 7(a) hereof, within a reasonable period of time following the end of each fiscal or calendar quarter, the Business Manager or service entity shall furnish to the Company a statement or invoice computing any and all fees and expense reimbursements due hereunder. The Business Manager shall also furnish to the Company, within a reasonable period of time following the end of each Fiscal Year, a statement computing the fees payable to the Business Manager for the just completed Fiscal Year.

12.

Reimbursement by Business Manager . The Business Manager shall be obligated to reimburse the Company in the following circumstances:  

16

(a)

On or before the fifteenth (15th) day after the completion of the annual audit of the Company’s financial statements for each Fiscal Year, the Business Manager shall reimburse the Company for the amounts, if any, by which the Total Operating Expenses (including the Business Management Fee and other fees payable hereunder) of the Company for the Fiscal Year just ended exceeded the greater of:

(i)

two percent (2%) of the total of the Average Invested Assets for the just ended Fiscal Year; or

(ii)

twenty-five percent (25%) of the Net Income for the just ended Fiscal Year;

provided , however , that the Business Manager may satisfy any obligation under this Section 12(a) by reducing the amount to be paid the Business Manager under Section 7 or Section 9 hereunder until the Business Manager has satisfied its obligations under this Section 12(a) ; provided , further , that the Board of Directors, including a majority of the Independent Directors of the Company, may reduce the amount due under this Section 12(a) upon a finding that the increased expenses were caused by unusual or nonrecurring factors.

(b)

If, over the full term of the Offering: (i) the aggregate of all Organization and Offering Expenses exceeds eleven and one-half percent (11.5%) of the Gross Offering Proceeds; or (ii) all Issuer Costs exceed one and one-half percent (1.5%) of the Gross Offering Proceeds, the Business Manager or its Affiliates shall reimburse the Company for, or pay directly, any excess Organization and Offering Expenses or Issuer Costs incurred by the Company above these limits.

13.

Other Activities of the Business Manager .  Nothing contained herein shall prevent the Business Manager or any Affiliate of the Business Manager (including the Sponsor) from engaging in any other business or activity including rendering services or advising on real estate investment opportunities to any other person or entity.  

14.

Term; Termination of Agreement .

(a)

Term; Renewal .  This Agreement shall have an initial term of one year and, thereafter, will continue in force for successive one year renewals with the mutual consent of the parties including an affirmative vote of a majority of the Independent Directors.  It is the duty of the Board of Directors to evaluate the performance of the Business Manager annually before renewing this Agreement, and each renewal shall be for a term of no more than one year.  Each extension shall be executed in writing by both parties hereto prior to the expiration of this Agreement or of any extension thereof.

(b)

Termination Other than in Connection with a Qualifying Internalization .  Notwithstanding any other provision of the Agreement to the contrary, this Agreement may be terminated, without cause or penalty, by the Company upon a vote of a majority of the Independent Directors or by the Business Manager, in each case by providing no less than sixty (60) days’ prior written notice to the other party. In the event of the termination of this Agreement, the Business Manager will cooperate with the Company

17

and take all reasonable steps requested to assist the Board of Directors in making an orderly transition of the functions performed hereunder by the Business Manager.

(c)

Termination Pursuant to a Qualifying Internalization . This Agreement shall terminate on the Completion Date, as described in Section 10 of this Agreement.

(d)

Obligations Following Termination .  If this Agreement is terminated pursuant to this Section 14 , the parties shall have no liability or obligation to each other including any obligations imposed by Section 2(a) hereof, except as provided in this Section 14 and in Section 17 and Section 19 .  Further, if this Agreement is terminated by the Company pursuant to Section 14(b) after the date on which the Company has mailed or otherwise delivered the Qualifying Internalization Notice, the parties shall immediately cease all actions undertaken in connection with the Qualifying Internalization, and shall take no further actions in connection therewith.  If, however, this Agreement is terminated by the Business Manager pursuant to Section 14(b) after the date on which the Company has mailed or otherwise delivered the Qualifying Internalization Notice, the Business Manager shall cooperate with the Company and take all actions necessary to complete the Qualifying Internalization pursuant to Section 10(a) , prior to the termination of the Agreement.

15.

Assignments . The Business Manager may not assign this Agreement except to a successor organization that acquires substantially all of its property and carries on the affairs of the Business Manager; provided that following the assignment, the persons who controlled the operations of the Business Manager immediately prior thereto (the “Control Persons”), control the operations of the successor organization, including the performance of duties under this Agreement; provided , further , that if at any time subsequent to the assignment the Control Persons cease to control the operations of the successor organization, the Company may thereupon terminate this Agreement.  This Agreement shall not be assignable by the Company, by operation of law or otherwise, without the consent of the Business Manager.  Any permitted assignment of this Agreement shall bind the assignee hereunder in the same manner as the assignor is bound hereunder.

16.

Default, Bankruptcy, etc . At the sole option of the Company, this Agreement shall be terminated immediately upon written notice of termination from the Board of Directors to the Business Manager if any of the following events occurs:

(a)

the Business Manager violates any provisions of this Agreement and after written notice of the violation from the Company, the default is not cured within thirty (30) days; or

(b)

a court of competent jurisdiction enters a decree or order for relief in respect of the Business Manager in any involuntary case under the applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Business Manager or for any substantial part of its property or orders the winding up or liquidation of the Business Manager’s affairs not dismissed within ninety (90) days; or

18

(c)

the Business Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of, or taking possession by, a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Business Manager or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts, as they become due.

The Business Manager agrees that if any of the events specified in subsections (b) and (c) of this Section 16 occur, it will give written notice thereof to the Company within seven (7) days after the occurrence of such event.

17.

Action Upon Termination; Survival of Certain Provisions . Except as otherwise set forth herein, upon termination of this Agreement, including any termination pursuant to Section 10 of this Agreement, the parties shall have no further liability or obligation hereunder, provided this Section 17 shall survive termination of this Agreement.  The Business Manager shall not be entitled to compensation after the date of termination, but shall be paid all compensation accruing or accrued to the date of termination, or which the Business Manager has deferred and then elects to be paid at the time of termination; provided , that (a) with respect to any Business Management Fee payable under Section 7(b) of this Agreement for the calendar quarter in which the termination occurred, the Business Manager shall be paid on a pro rata basis through the date of termination, based on the number of days for which the Business Manager served as such under this Agreement; and (b) in the event this Agreement terminates pursuant to a Qualifying Internalization, then with respect to the incentive fee payable under Section 7(d) , the Business Manager, or its successor or designee, shall be entitled to an incentive fee equal to the product of: (x) the amount of the incentive fee to which the Business Manager would have been entitled under Section 7(d) had this Agreement not been terminated; and (y) the quotient of the number of days elapsed from the effective date of this Agreement through the Completion Date and the number of days elapsed from the date of this Agreement through the date of the closing of the applicable Incentive Triggering Event.

18.

Actions Upon Termination .  In connection with the termination of this Agreement, the Business Manager shall:

(a)

pay over to the Company all moneys collected and held for the account of the Company pursuant to this Agreement, after deducting any accrued or deferred compensation and reimbursement for expenses to which the Business Manager is entitled;

(b)

deliver to the Board of Directors a full accounting, including a statement showing all payments collected by the Business Manager and a statement of all money held by the Business Manager, covering the period following the date of the last accounting furnished to the Board of Directors to the date of termination;

(c)

deliver to the Board of Directors all property and documents of the Company then in the custody of the Business Manager; and

19

(d)

cooperate with the Company and take all reasonable steps requested by the Company to assist the Board of Directors in making an orderly transition of the functions performed by the Business Manager.

19.

Non-Solicitation .  Except as otherwise provided in Section 10 hereof, during the period commencing on the date on which this Agreement is entered into and ending one year following the termination of this Agreement, the Company shall not, without the Business Manager’s prior written consent, directly or indirectly: (i) solicit, induce, or encourage any person, including any Key Person, to leave the employment or other service of the Business Manager or any of its Affiliates to become employed by the Company or any of its subsidiaries; or (ii) hire or offer to hire, on behalf of the Company or any other Person, firm, corporation or other business organization, any employee of the Business Manager or any of its Affiliates, including any Key Person.  Further, except as otherwise provided in Section 10 hereof, with respect to any person who left the employment of the Business Manager or any of its Affiliates (x) during the term of this Agreement or (y) within six months immediately after the termination of this Agreement, the Company shall not, without the Business Manager’s prior written consent, directly or indirectly hire or offer to hire on behalf of the Company or any other Person, firm, corporation or other business organization, that person during the six months immediately following his or her cessation of employment.  

20.

Tradename and Marks .  Concurrent with executing this Agreement, the Company will enter into a license agreement granting the Company the right, subject to the terms and conditions of license agreement, to use the “Inland” name and marks.

21.

Amendments . This Agreement shall not be amended, changed, modified or terminated, or the obligations hereunder discharged, in whole or in part except by an instrument in writing signed by both parties hereto, or their respective successors or assigns, or otherwise provided in Section 10 of this Agreement.

22.

Successors and Assigns . This Agreement shall inure to the benefit of, and shall bind, any successors or assigns of the parties hereto.

23.

Governing Law .  The provisions of this Agreement shall be governed, construed and interpreted in accordance with the internal laws of the State of Illinois without regard to its conflicts of law principles.

24.

Liability and Indemnification .

(a)

The Company shall indemnify the Business Manager and its officers, directors, employees and agents (individually an “Indemnitee,” collectively the “Indemnitees”) to the same extent as the Company may indemnify its officers, directors and employees under its Charter and bylaws so long as:

(i)

the Board of Directors has determined, in good faith, that the course of conduct that caused the loss, liability or expense was in the best interests of the Company;

20

(ii)

the Indemnitee was acting on behalf of, or performing services on the part of, the Company;

(iii)

the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and

(iv)

any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any Stockholder.

(b)

The Company shall not indemnify any Indemnitee seeking indemnification for losses, liabilities or expenses arising from, or out of, an alleged violation of federal or state securities laws (“Securities Claims”) unless one or more of the following conditions are met:

(i)

there has been a successful adjudication for the Indemnitee on the merits of each count involving alleged material Securities Claims as to such Indemnitee;

(ii)

the Securities Claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee; or

(iii)

a court of competent jurisdiction approves a settlement of the Securities Claims and finds that indemnification for the costs of settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and of the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold as to indemnification for Securities Claims.

(c)

The Company shall advance amounts to Indemnitees entitled to indemnification hereunder for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:

(i)

the legal action relates to acts or omissions with respect to the performance of duties or services by the Indemnitee for or on behalf of the Company;

(ii)

the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves advancement; and

(iii)

the Indemnitee receiving advances undertakes in writing to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which the party is found not to be entitled to indemnification.

21

25.

Notices .  All notices, requests or demands to be given under this Agreement from one party to the other (collectively, “ Notices ” and individually a “ Notice ”) shall be in writing and shall be given by personal delivery, or by overnight courier service for next Business Day delivery at the other party’s address set forth below, or by telecopy transmission at the other party’s facsimile telephone number set forth below.  Notices given by personal delivery ( i.e. , by the sending party or a messenger) shall be deemed given on the date of delivery. Notices given by overnight courier service shall be deemed given upon deposit with the overnight courier service and Notices given by telecopy transmission shall be deemed given on the date of transmission provided such transmission is completed by 5:00 p.m. (sending party’s local time) on a Business Day, otherwise such delivery shall be deemed to occur on the next succeeding Business Day. If any party’s address is a business, receipt, or the refusal to accept delivery, by a receptionist or by any Person in the employ of such party, shall be deemed actual receipt by the party of Notices. Notices may be issued by an attorney for a party and in such case such Notices shall be deemed given by such party.  The parties’ addresses are as follows:

Any party may at any time give notice in writing to the other party of a change of its address for the purpose of this Section 25 .

26.

Conflicts of Interest and Fiduciary Relationship to the Company and to the Company’s Stockholders . The Company and the Business Manager recognize that their relationship is subject to various conflicts of interest. The Business Manager, on behalf of itself and its Affiliates, acknowledges that the Business Manager has a fiduciary relationship to the Company and to the Stockholders. The Business Manager, on behalf of itself and its Affiliates, shall endeavor to balance the interests of the Company with the interests of the Business Manager and its Affiliates in making any determination where a conflict of interest exists between the Company and the Business Manager or its Affiliates.  

27.

Headings . The section headings hereof have been inserted for convenience of reference only and shall not be construed to affect the meaning, construction or effect of this Agreement.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

Signature Page — Business Management Agreement

Schedule 2(t)

The Business Manager shall enter into the Service Provider Agreements with certain Affiliates of the Sponsor, as summarized below (as used in this Schedule 2(t), the “ Service Providers ”), to arrange for the services and licenses to be provided by the Business Manager under the Agreement, as summarized below.

·

Communications Services.   Inland Communications, Inc. will provide marketing, communications and media relations services, including designing and placing advertisements, editing marketing materials, preparing and reviewing press releases, distributing certain investor communications and maintaining branding standards.

·

Computer Services .  Inland Computer Services, Inc., or “ICS,” will provide data processing, computer equipment and support services and other information technology services, including custom application, development and programming, support and troubleshooting, data storage and backup, email services, printing services and networking services, including Internet access.  ICS will be reimbursed for all direct costs incurred by, and reasonable expenses paid by, ICS in providing computer services, including programming and consulting time, printing costs and usage charges, equipment rentals and computer usage.

·

Insurance and Risk Management Services.   Inland Risk and Insurance Management Services, Inc., or “IRIM,” will provide insurance and risk management services, including negotiating and obtaining insurance policies, managing and settling claims and reviewing and monitoring the Company’s insurance policies.  IRIM will receive a portion of commissions paid by insurance companies to third party brokers for placing insurance policies for the Company.  So long as IRIM receives commissions in an amount sufficient to cover operating expenses, the Company will not pay any fees or reimbursements for the services provided by IRIM.

·

Institutional Investor Relationship Services . Inland Institutional Capital Partners Corporation, or “ICAP,” will provide advice regarding the Company’s current market position, secure institutional investor commitments, and form joint ventures with unaffiliated operating partners, each as requested by the Business Manager.  The Business Manager will pay ICAP any fees or expenses related to the services it provides for the Company. The Company will not reimburse ICAP for any expenses incurred in providing these services.  

·

Investment Advisory Services .  Inland Investment Advisors, Inc., or “Inland Advisors,” will provide investment advisory agreement services.  This agreement will grant Inland Advisors full discretionary authority to invest or reinvest certain of the Company’s assets in securities of publicly traded and privately held entities, and will give Inland Advisors the power to act as the Company’s proxy and attorney-in-fact to vote, tender or direct the voting or tendering of these securities.  The Business Manager will assign to Inland Advisors any portion of

the annual business management fee that it earns on the Company’s investments in securities. The Company will not reimburse Inland Advisors for any expenses incurred in providing these services.  

·

Mortgage Placement Services .  Inland Mortgage Brokerage Corporation, or “IMBC,” and Inland Commercial Mortgage Corporation, or “ICMC,” will place mortgages for the Company, as requested by the Business Manager.  

·

Mortgage Servicing .  Inland Mortgage Servicing Corporation, or “IMSC,” will service mortgages for the Company, as requested by the Business Manager.

·

Office Services.   Inland Office Services, Inc., or “IOS,” will provide office and administrative services, including purchasing and maintaining office supplies, office equipment and furniture, installing and maintaining telephones, maintaining security, providing mailroom, courier and switchboard services and procurement services.  IOS will negotiate and manage contract programs including but not limited to business travel, cellular phone services and shipping services.

·

Personnel Services.   Inland Human Resource Services, Inc. will provide personnel services, including pre-employment services, new hire services, human resources, benefit administration and payroll and tax administration.

·

Property Tax Services.   Investors Property Tax Services, Inc. will provide property tax services, including tax reduction, such as monitoring properties and seeking ways to lower assessed valuations, and tax administration, such as coordinating payment of real estate taxes.

·

Software License .  ICS will grant the Business Manager a non-exclusive and royalty-free right and license to use and copy software owned by ICS and to use certain third party software according to the terms of the applicable third party licenses to ICS, all in connection with the Business Manager’s obligations under the Agreement.  ICS will provide the Business Manager with all upgrades to the licensed software, as available.

2

Exhibit 10.2

MASTER REAL ESTATE MANAGEMENT AGREEMENT

THIS MASTER REAL ESTATE MANAGEMENT AGREEMENT (this “ Agreement ”), dated as of October 18, 2012, is entered into by and between INLAND REAL ESTATE INCOME TRUST, INC. , a Maryland corporation (“ the Company ”), and INLAND NATIONAL REAL ESTATE SERVICES, LLC, a Delaware limited liability company (“ the Manager ”).

WITNESSETH:

WHEREAS, the Manager is owned indirectly by Inland National Services Corp. and Inland National HOLDCO, LLC (together, the “ Management Parent Entities ”); and

WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Manager and to have the Manager be responsible, subject to the supervision of the Board of Directors (as defined herein), for, among other things, managing or overseeing management of certain Properties (as defined herein); and

WHEREAS, the Manager is willing to undertake to render these services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants and conditions herein set forth, the parties hereto agree as follows:

1.

Definitions .  As used herein, the following capitalized terms shall have the meanings set forth below:

a.

“ Affiliate ” means, with respect to any other Person:  (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10.0%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10.0%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee, general partner or manager of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee, general partner or manager.

b.

“ Board of Directors ” means the Persons holding the office of director of the Company as of any particular time under the Charter.

c.

“ Business Day ” means any day other than Saturday, Sunday or any other day on which national banks are required or are authorized to be closed in Chicago, Illinois.  

d.

“ Charter ” means the articles of incorporation of the Company, as amended or restated from time to time.

e.

“ Equity Stock ” means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

f.

“ Indemnitee ” has the meaning ascribed to that term in Section 5(a) hereof.

g.

“ Initial Term ” has the meaning ascribed to that term in Section 4(a) hereof.

h.

“ Management Agreement ” has the meaning ascribed to that term in Section 3 hereof.

k.

“ Property ” or “ Properties ” means interests in (1) Real Property, (2) long-term ground leases or (3) any buildings, structures, improvements, furnishings, fixtures and equipment, whether or not located on the Real Property, in each case owned or to be owned by the Company either directly or indirectly through one or more Affiliates, joint ventures, partnerships or other legal entities.

l.

“ Real Property ” means land, rights or interests in land (including, but not limited to, leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on, or used in connection with, land and rights or interest in land.

m.

“ Renewal Term ” has the meaning ascribed to that term in Section 4(a) hereof.

n.

“ Securities Claims ” has the meaning ascribed to that term in Section 5(b) hereof.

o.

“ Stockholders ” means holders of shares of the Company’s common stock, $.001 par value per share, or any other share of Equity Stock having the right to elect directors of the Company.

2.

Effective Date .  Effective as of the date hereof, the Company hereby retains the Manager to manage certain Properties to be acquired by the Company or by various entities owned or controlled by the Company.  This Agreement is not an exclusive management agreement and the Manager acknowledges and agrees that the Company may engage other management companies to manage Properties not being managed by the Manager.

3.

Terms and Conditions .  With respect to each individual Property subject to this Agreement, the Manager and the Company or any Affiliate thereof holding title to such Property shall enter into a Real Estate Management Agreement in form and substance as attached hereto as Exhibit A (the “ Management Agreement ”).  The initial term of each Management Agreement shall commence on the date of acquisition by the Company or its Affiliate of the Property and

2

shall end December 31 of the year in which the Property was acquired, with renewal periods as described in the Management Agreement.

4.

Term and Termination .  

a.

Term .  The term of this Agreement shall begin on October 18, 2012 and end on December 31, 2013 (the “ Initial Term ”).  Unless terminated as provided in Section 4(b) below, the term shall thereafter automatically renew for successive one-year periods (each, a “ Renewal Term ”), with the first such one-year renewal period commencing on January 1, 2014, and ending on December 31, 2014.

b.

Termination . This Agreement may be terminated as follows:

i.

Either party hereto may terminate this Agreement, effective upon the expiration of the Initial Term or the current Renewal Term, as applicable, if the terminating party gives written notice of its election to terminate this Agreement to the other party not less than sixty (60) days prior to the expiration of the Initial Term or the current Renewal Term as the case may be.  The Manager, between ninety (90) and sixty (60) days prior to the expiration of the Initial Term and each Renewal Term, shall notify the independent directors of the Board of Directors, of the Company’s right to terminate this Agreement, and each Management Agreement with a term that expires concurrent with the expiration of the Initial term or the applicable Renewal Term, pursuant to this Section 4(b)(i) .  

ii.

This Agreement may be terminated by the Company immediately upon written notice of termination from the Company to the Manager if any of the following events occur:

(A)

the Manager violates any provision of this Agreement and fails to cure such violation on or before thirty (30) days after receipt of written notice of such violation from the Company;

(B)

a court of competent jurisdiction enters a decree or order for relief in respect of the Manager in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Manager or for any substantial part of its property or orders the winding up or liquidation of the Manager’s affairs; or

(C)

the Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Manager or for any substantial part of its property, or makes any

3

general assignment for the benefit of creditors, or fails generally to pay its debts, as they become due;

provided, that the Manager agrees that if any of the events specified in subsections (B) and (C) of this Section 4(b)(ii) occur, it will give written notice thereof to the Company within seven (7) days after the occurrence of any such event.

c.

Effect of Termination .  Upon termination of this Agreement, all Management Agreements entered into among the Company or its Affiliates and the Manager shall automatically terminate.  In addition, in connection with the termination of this Agreement, the Manager shall cooperate with the Company and take all reasonable steps requested by the Company to assist it in making an orderly transition of the functions performed by the Manager.

5.

Indemnification .

a.

The Company shall indemnify the Manager and its officers, directors, members, managers, employees and agents (individually an “ Indemnitee, ” collectively the “ Indemnitees ”) for any losses, liability or expense incurred by an Indemnitee and arising from this Agreement or any Management Agreement, to the same extent as the Company may indemnify its officers, directors and employees under its Charter and bylaws so long as:

i.

the Board of Directors has determined, in good faith, that the course of conduct that caused the loss, liability or expense was in the best interests of the Company;

ii.

the Indemnitee was acting on behalf of, or performing services on the part of, the Company;

iii.

the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and

iv.

any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any Stockholder.

b.

The Company shall not indemnify any Person seeking indemnification for losses, liabilities or expenses arising from, or out of, an alleged violation of federal or state securities laws (“ Securities Claims ”) unless one or more of the following conditions are met:

i.

there has been a successful adjudication for the Indemnitee on the merits of each count involving alleged material Securities Claims as to such Indemnitee;

ii.

the Securities Claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee; or

4

iii.

a court of competent jurisdiction approves a settlement of the Securities Claims and finds that indemnification for the costs of settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and of the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold as to indemnification for Securities Claims.

c.

The Company shall advance amounts to Indemnitees for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:

i.

the legal action relates to acts or omissions with respect to the performance of duties or services by the Indemnitee for or on behalf of the Company;

ii.

the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves advancement; and

iii.

the Indemnitee receiving advances undertakes in writing to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which the party is found not to be entitled to indemnification.

6.

Non-Solicitation . During the period commencing on the date on which this Agreement is entered into and ending one year following the termination of this Agreement, the Company shall not, without the Manager’s prior written consent, directly or indirectly: (i) solicit, induce, or encourage any person to leave the employment or other service of the Manager or any of its Affiliates to become employed by the Company or any of its subsidiaries; or (ii) hire or offer to hire, on behalf of the Company or any other Person, firm, corporation or other business organization, any employee of the Manager or any of its Affiliates.  Further, with respect to any person who left the employment of the Manager or any of its Affiliates (a) during the term of this Agreement or (b) within six months immediately after the termination of this Agreement, the Company shall not, without the Manager’s prior written consent, directly or indirectly hire or offer to hire on behalf of the Company or any other Person, firm, corporation or other business organization, that person  during the six months immediately following his or her cessation of employment.  

7.

Notices .  All notices, requests or demands to be given under this Agreement from one party to the other (collectively, “ Notices ” and individually a “ Notice ”) shall be in writing and shall be given by personal delivery, or by overnight courier service for next Business Day delivery at the other party’s address set forth below, or by telecopy transmission at the other party’s facsimile telephone number set forth below.  Notices given by personal delivery ( i.e. , by the sending party or a messenger) shall be deemed given on the date of delivery. Notices given by overnight courier service shall be deemed given upon deposit with the overnight courier

5

service and Notices given by telecopy transmission shall be deemed given on the date of transmission provided such transmission is completed by 5:00 p.m. (sending party’s local time) on a Business Day, otherwise such delivery shall be deemed to occur on the next succeeding Business Day. If any party’s address is a business, receipt, or the refusal to accept delivery, by a receptionist or by any Person in the employ of such party, shall be deemed actual receipt by the party of Notices. Notices may be issued by an attorney for a party and in such case such Notices shall be deemed given by such party.  The parties’ addresses are as follows:

A party’s address for Notice may be changed from time to time by notice given to the other party in the manner herein provided for giving Notice.  Copies of Notices are for informational purposes only, and a failure to give or receive copies of any Notice shall not be deemed a failure to give notice, and shall in no way adversely affect the effectiveness of such Notice given to the addressee party.

8.

Miscellaneous .  

a.

Nothing contained herein shall be construed as creating any rights in Persons or entities who are not the parties to this Agreement.  The Manager and the Company shall not be construed as joint venturers or partners of each other pursuant to this Agreement, and neither shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of the Manager to the Company under this Agreement is that of an independent contractor.  

b.

If any provisions of this Agreement, or the application of any such provisions to parties hereto or any third party beneficiaries of this Agreement, shall be held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining

6

provisions of this Agreement shall nevertheless be valid, enforceable and shall remain in full force and effect, and shall not be affected, impaired or invalidated in any manner.  This Agreement, its validity, performance and enforcement shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to conflicts of law principles.

c.

This Agreement shall be binding upon the successors and assigns of the Manager and the successors and assigns of the Company.  This Agreement contains the entire Agreement of the parties relating to the subject matter hereof, and there are no understandings, representations or undertakings by either party except as herein contained. This Agreement may be modified solely by a written agreement executed by both parties hereto.

d.

If any party hereto defaults under the terms or conditions of this Agreement, the defaulting party shall pay the non-defaulting party’s court costs and reasonable attorneys’ fees incurred in the enforcement of any provision of this Agreement.

e.

Either party’s failure to exercise any right under this Agreement shall neither constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, nor a waiver by that party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement.

f.

All exhibits attached to this Agreement are hereby incorporated by reference.  In an event of a conflict between the exhibits and the text of this Agreement preceding this Section, the text of this Agreement preceding this Section shall control.

[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

7

WHEREFORE, the undersigned have executed this Agreement by their duly authorized officers or representatives as of the date first above written.

Signature Page — Master Management Agreement

EXHIBIT A

FORM OF MANAGEMENT AGREEMENT

THIS REAL ESTATE MANAGEMENT AGREEMENT (this “Agreement”), dated as of [__________] [__], 20[__], is entered into by and between [SINGLE MEMBER LLC] (“Owner”), and INLAND NATIONAL REAL ESTATE SERVICES, LLC , a Delaware limited liability company (the “Manager”).  

WHEREAS, Owner desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Manager and to have the Manager undertake the duties and responsibilities hereinafter set forth; and

WHEREAS, the Manager is willing to undertake to render these services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.

Exclusive Management.  Owner hereby engages Manager exclusively, to perform or cause to be performed the services described herein for the property legally described on Exhibit A attached hereto and made a part hereof (the “Premises”), upon the terms and conditions hereinafter set forth herein and Manager accepts such exclusive engagement.  

2.

Term and Termination.  

(a)

Term .  The term of this Agreement shall begin on [__________] [__], 20[__] and end on December 31, 20[__] (the “Initial Term”).  Unless terminated as provided in Section 2(b) below, the term shall thereafter automatically renew for successive one-year periods (each, a “Renewal Term”), with the first such one-year renewal period commencing on January 1, 20[__], and ending on December 31, 20[__].

(b)

Termination . This Agreement shall automatically terminate upon the termination of that certain Master Management Agreement, dated [_________], 2012 (the “Master Agreement”), by and between Manager and Inland Real Estate Income Trust, Inc. (“Parent Company”).  In addition, this Agreement may be terminated prior to the expiration of the Initial Term or the then current Renewal Term, as follows:

1.

Either party hereto may terminate this Agreement, effective upon the expiration of the Initial Term or the current Renewal Term, as applicable, if the terminating party gives written notice of its election to terminate this Agreement to the other party not less than sixty (60) days prior to the expiration of the Initial Term or the current Renewal Term as the case may be.    

2.

Manager shall have the right to terminate this Agreement upon sixty (60) days written notice to Owner in the event that the Premises is no longer generating Gross Income (as hereinafter defined).  

135699.3

3.

This Agreement may be terminated by the Owner immediately upon written notice of termination from the Owner to Manager if any of the following events occur:

A.

Manager violates any provision of this Agreement and fails to cure such violation on or before thirty (30) days after receipt of written notice of such violation from Owner;

B.

a court of competent jurisdiction enters a decree or order for relief in respect of Manager in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Manager or for any substantial part of its property or orders the winding up or liquidation of Manager’s affairs; or

C.

Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Manager or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts, as they become due;

provided, that Manager agrees that if any of the events specified in subsections (B) and (C) of Section 3(b)(iii) occur, it will give written notice thereof to Owner within seven (7) days after the occurrence of any such event.

3.

Manager Duties.  Owner hereby gives Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 and elsewhere in this Agreement and Owner agrees to reimburse Manager and its affiliates for all expenses paid or incurred in connection therewith.  For the avoidance of doubt, unless otherwise stated in this Agreement that such expenses are to be borne by Manager, all expenses related to the duties performed or caused to be performed by Manager herein with respect to the Premises shall be the responsibility of the Owner and reimbursed to Manager upon billing therefor if initially paid for by Manager.  Manager shall be entitled at all times to manage the Premises in accordance with Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any specific provisions contained herein are to the contrary, in which case Manager shall manage the Premises consistent with such specific provisions of this Agreement.

(a)

Collection of Gross Income .  

i.

Manager shall collect all rents and assessments and other monies due Owner related to the Premises (all such items being referred to herein as “Gross Income”) accounting for the same.  Manager shall give Owner receipts therefor and deposit all such Gross Income collected hereunder in Manager’s custodial account established for the Premises using Owner-approved software which Manager will open and maintain, in a state or national bank of Manager’s choice and whose deposits are insured by the Federal Deposit Insurance Corporation to the maximum extent available, exclusively for the Premises and any other

2

135699.3

properties owned by Owner (or any entity that is owned or controlled by Parent Company) and managed by Manager.  Unless otherwise required by Owner, Manager shall be permitted to comingle the funds in such custodial account with funds attributable to any other properties owned by Owner or entities owned or controlled by Parent Company and managed by Manager.  Owner agrees that Manager shall be authorized to maintain a reasonable minimum balance (to be determined jointly from time to time) in the custodial account. Manager may endorse any and all checks received in connection with the operation of the Premises and drawn to the order of Owner, and Owner upon request, shall furnish Manager’s depository with an appropriate authorization for Manager to make the endorsement.  

ii.

When applicable, Manager shall collect and bill for security deposits or assessments and other items, including but not limited to calculating, preparing and mailing all invoices for tenant payments for real estate taxes, property liability and other insurance, damages and repairs, common area maintenance, tax reduction fees and all other tenant reimbursements, administrative charges, proceeds of rental interruption insurance, parking fees, income from coin operated machines and other miscellaneous income as stipulated in the leases.  At the request of Owner, Manager will administer, and create if necessary, a bill-back program for tenant utility consumption unless prohibited by local law.

(b)

Payment of Expenses .  From the custodial account described above, Manager shall pay all expenses of Owner with respect to the Premises from the Gross Income collected in accordance with Section 3(a)(i) hereof.  In the event that expenses paid pursuant to this Section 3(b) exceed Gross Income for any monthly period, Manager shall notify Owner of same. Owner shall pay the excess amount immediately upon request from Manager.  Nothing herein contained shall obligate Manager to advance its own funds on behalf of Owner.

(c)

Annual Budgets .  Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”).  Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget.  The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance.  The first Annualized Budget has been prepared and approved for the year commencing [__________], [__] 20[__] and ending on December 31, 20[__].  Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the

3

135699.3

necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

(d)

Non-Budgeted Expenses over $25,000 .  Manager shall secure the approval of, and execution of appropriate agreements by, Owner for any non-budgeted and non-emergency/contingency capital items, alterations or other expenditures in excess of Twenty-Five Thousand Dollars ($25,000.00) for any one item, securing for each item at least three (3) written bids, if practicable, or providing evidence satisfactory to Owner that the agreed amount is lower than industry standard pricing, from responsible contractors. Manager shall have the right from time to time during the term hereof, to contract with and make purchases from entities or affiliates of such entities providing services to the Parent Company and third party agents; provided that contract rates and prices are competitive with other available sources. Manager, at any time, and from time to time, may request and receive the prior written authorization of Owner for any one or more purchases or other expenditures, notwithstanding that Manager may otherwise be authorized hereunder to make such purchases or expenditures.

(e)

Third-Party Agreements .  Owner hereby appoints Manager as Owner’s authorized agent for the purpose of executing, as agent for Owner, any agreements with third-parties necessary for operation of the Premises.  For example, and not in limitation of the foregoing, Manager shall negotiate and enter into contracts for services and items in the Annualized Budget relating to the Premises.  

(f)

Manager Employees .  Manager shall hire, supervise, discharge and pay salary and benefit expenses for all employees of Manager or Manager’s sole member, as Manager determines necessary to perform Manager’s duties described in this Agreement including, but not limited to managers, operations managers, senior managers, assistant managers, leasing consultants, engineers, janitors and maintenance supervisors.  All expenses of such employment, including but not limited to, wages, salaries, insurance, benefits, employment related taxes, overhead and other governmental charges, shall be deemed operational expenses of the Premises and Owner shall reimburse Manager for such expenses which may be charged to Owner on a per square foot or per unit basis, as applicable.  Notwithstanding the foregoing, salaries and benefits of Manager’s employees who also serve as the one of the Parent Company’s executive officers or as an executive officer of the Manager shall not be reimbursed by the Owner.  The number and classification of employees serving the Premises shall be as determined by Manager to be appropriate for the proper operation of the Premises; provided that Owner may request changes in the number or classification of employees, and Manager shall make all requested changes unless in its judgment the resulting level of operation or maintenance of the Premises will be inadequate. [ Manager shall honor any collective bargaining contract covering employment at the Premises which is in effect upon the date of execution of this Agreement; provided that Manager shall not assume or otherwise become a party to any collective bargaining contract for any purpose whatsoever and all

4

135699.3

personnel subject to a collective bargaining contract shall be considered the employees of the Owner and not Manager (delete bracketed text if not applicable to Premises)].

(g)

Insured Losses .  

i.

Manager shall be responsible for taking all steps necessary to file any claim for insured losses or damages; provided that Manager will not make any adjustments or settlements in excess of $50,000.00 without Owner’s prior written consent.

ii.

Manager shall coordinate with the appropriate insurance company or companies, if applicable, to process claims.

iii.

Manager shall administer compliance of insurance provisions of tenant leases for all vendors and commercial tenants, including confirming insurance requirements for any special events at the Premises and obtaining certificates of insurance.

iv.

At the request of Owner, Manager shall assist Owner’s insurance consultants with any necessary insurance matters.

v.

Manager shall attend Owner’s meetings regarding loss control and claims.

(h)

Monthly Remittance .  Manager shall remit to Owner the excess of Gross Income over expenses paid pursuant to Section 3(b) hereof (“Net Proceeds”) for each month as directed by Owner at the address as stated in Section 7 hereof.

(i)

Reporting .  Upon the request of Owner, Manager shall render reports for the Premises.  Such reports may include specific and detailed line item information for budget comparison, expense detail, payables and receivables information, leasing progress, marketing information, peer comparison, capital plans and all other measurements of the key performance indications of the Premises.

(j)

Litigation .  Manager shall institute and prosecute actions to evict tenants and to recover possession of the Premises or portions thereof, and in the name of Owner to sue for and recover rent and other sums due; and to settle, compromise and release such actions or suits, or reinstate such tenancies; provided, however, if the tenancy subject to such proceedings is of a term greater than thirty-six (36) months, Manager shall obtain Owner’s consent prior to instituting any such proceedings.  Manager and Owner shall concur on the selection of the attorney to handle any such litigation.

(k)

Replacements and Repairs .  Pursuant to the Annualized Budget and at Owner’s cost, and when required, Manager shall make or cause to be made all ordinary repairs and replacements necessary to preserve the Premises in its present condition, in all material respects, and for the operating efficiency thereof.  Manager shall also perform all alterations required to comply with any lease requirements, work with municipalities to

5

135699.3

comply with any code or lender requirements, attend lender inspections and assist with the lender reserve requirement processes.

(l)

Leasing Services .  

i.

Manager shall perform leasing services for the Premises, including, but not limited to, hiring all third-party brokers, negotiating contracts with such brokers, tracking leasing progress on all assets and determining when to terminate and replace third-party brokers.  Commissions paid to third-party brokers shall be an expense of the Premises and charged to Owner.

ii.

Manager shall establish a leasing committee comprised of Manager employees to oversee the leasing services rendered to Owner under this Agreement (the “Leasing Committee”).  The Leasing Committee shall hold monthly meetings to which Owner may attend (the “Leasing Committee Meetings”).  

iii.

Manager shall monitor current market conditions, meet with tenants, brokers and future prospects and visit competitive properties in the surrounding area.  Manager shall report findings at the Leasing Committee Meetings.

iv.

From time to time, Manager shall attend conferences related to the asset class of the Premises, including, but not limited to, ICSC, BOMA, NAREIT, NAA, NMHC and NAIOP, as applicable.  If requested by Owner, Manager shall appropriately staff booths for Owner at such conferences to represent Owner’s interests and coordinate all necessary marketing materials and events to maximize Owner’s exposure at such conferences.  

v.

Manager shall negotiate all letters of intent for new leases (when applicable) and administer existing leases, including, but not limited to, processing assignments, renewal agreements, lease amendments and terminations.  

vi.

Manager shall evaluate leasing activity of Premises and identify potential re-developments or re-configurations, including, but not limited to, a discussion of all proposals that have been sent, targeted tenants, interested and uninterested party discussions with the Leasing Committee.

vii.

Manager shall track all leasing calls and inquiries.

viii.

Manager shall prepare and maintain leasing reports as required by Owner which shall track performance of leasing activity.  

ix.

Manager shall review tenant credit reports for new tenants and assignments and subleases.  When applicable, such review may include, but not be limited to, preparing full financial packages of review of both corporate and individual financial investigations, net worth analysis, net present value calculations and any other financial measures requested by the Owner.  Manager shall be entitled to charge tenant for credit check fees and lease assignment and

6

135699.3

sublet fees (if provided by applicable lease) and shall not be required to remit such fees to Owner but may retain such fees.

x.

If a proposed new lease for the Premises is outside the parameters set by the Annualized Budget, Manager shall complete analysis of credit and financials of the tenant under such proposed lease for the Leasing Committee’s review and approval at the Leasing Committee Meeting.

xi.

If the Premises is a retail property, Manager shall review leases on an on-going basis for relocation clauses, co-tenancy clauses, exclusives and building restrictions to determine and avoid any conflicts.  Manager shall also monitor tenant progress to make recommendations to Leasing Committee on renewal of tenants and proper tenant mix.  Additionally, Manager shall perform an on-going market review to determine market rates for leasing at Premises and make recommendations to Owner for changes in budgeted lease rates.

xii.

With respect to replacing tenants, Manager shall provide consultation to Owner regarding tenant mix (if the Premises has more than one tenant), market analysis, comparison information and site visits for leasing potential.

xiii.

If the Premises is a retail property, Manager shall schedule and attend meetings on a regular basis with all major retailers for portfolio review and additional leasing opportunities.  In preparation for such meetings, Manager shall perform a full analysis of tenant performance on a site by site basis for sales, profitability, expansions, space modifications and tenant merchandising assistance.  

(m)

Construction Management .

i.

Manager shall oversee capital expenditure execution and projection.

ii.

Manager shall oversee construction management of all new tenant build-outs and provide assistance with out-parcel development.

iii.

Manager shall review and approve architectural plans for space and signage on the Premises.

iv.

Manager shall monitor the environmental needs of the Premises including, but not limited to, the administration of operation and maintenance programs.  If applicable, Manager shall supervise any remediation projects.

(n)

Operations .

i.

As requested by Owner and if available for the Premises, Manager shall obtain and administer bulk purchasing and cost efficiency programs for utilities.

7

135699.3

ii.

Manager shall create preventative maintenance programs for the Premises and oversee crisis management for flood, fire, and hurricanes, etc.

(o)

Marketing .  

i.

At the request of Owner, Manager shall create a marketing program for the Premises, including, but not limited to, preparing and maintaining a website, social media and mobile phone apps.

ii.

If the Premises is a retail property, at the request of Owner, Manager shall:

A.

Devote specialty leasing staff to Premises to generate additional revenue through seasonal, temporary and kiosk leasing and finding and development of incubator tenants.

B.

Organize events for charity programs as well as community events to increase traffic and sales.

C.

Sponsor program and gift cards for the Premises where it is necessary to improve sales and revenue for the Premises.

D.

Advertise the Premises including, but not limited to, printing and sending coupons and mailers for the Premises.

E.

Organize tenant training through merchant or association meetings.

iii.

If the Premises is a multi-family property, at the request of Owner, Manager shall:

A.

Advertise the Premises, including, but not limited to advertising through signage, on websites, in local newspapers and rental guides, and with area referral services.

B.

Establish a marketing committee comprised of Manager employees (the “Marketing Committee”) who will meet monthly to discuss marketing strategy and implement such strategy.

C.

Prepare weekly status reports that will summarize the rental activity of the Premises for the previous week.

(p)

Real Estate Consultative Services .

i.

Upon request of Owner, Manager shall explore strategic alternatives for the Premises.  In addition, Manager shall use a budget and forecasting tool, e.g., Cougar software or ARGUS, to assist in continuous review of Premises performance.

ii.

Manager shall attend committee meetings at the request of Owner.

8

135699.3

iii.

Manager shall provide oversight and management for the disposition of the Premises if requested by Owner.

iv.

At the request of Owner, Manager shall perform additional tasks such as evaluating best use; taking calls for offers to purchase the Premises, determining potential out-parcel development, and reviewing additional GLA capabilities.

v.

Manager shall assist Owner in analyzing the Premises for potential asset impairment issues.

vi.

If applicable, Manager shall work with Owner on CAM payment best-practice compliance and review of business intelligence and information management systems.

(q)

Electronic Document Management .  Manager shall organize all documents related to the Premises, including, but not limited to leases, contracts, invoices checks and receipts, in an electronic format with constant real time information for Owner’s access.  

(r)

Internal Controls/Sarbanes-Oxley Compliance .  If requested by Owner, Manager shall:

i.

Dedicate staff to monitor and review all incoming invoices, leases, and other control points and procedures according to Owner’s internal control matrix (the “Internal Control Matrix”) as updated from time to time by Owner.

ii.

Attend bi-weekly meetings with Owner to review Internal Control Matrix.

iii.

Coordinate audits of leases.  

iv.

Travel to satellite offices to insure internal control compliance and perform random spot checking.

v.

Adhere to all policies stated in Internal Control Matrix.

(s)

Tenant Credit Monitoring .  Where applicable, Manager shall:

9

135699.3

i.

Continuously monitor retailers of the Premises that are distressed, weak, or bankrupt and calculate Z-scores and Frisk scores for all distressed tenants (which evaluate a publicly-traded company’s credit and anticipates bankruptcy).  

ii.

Monitor gross sales of retail tenants.

iii.

Perform tenant surveys to foster tenant retention and identify problems.

iv.

Dedicate staff to pursue difficult collection accounts, monitor bankruptcies and resolve material disputes.

(t)

Master Leases and Earnouts .  If the Premises is subject to a so-called Master Lease or Earnout arrangement, Manager shall dedicate a staff member to monitor and invoice all of the Master Leases.  Such staff member shall resolve issues concerning monthly billings, track new tenant move-in dates and authorize release and close-out of Master Lease escrows.  In addition, Manager shall reconcile all Master Lease accounts on a monthly basis.  Manager shall also coordinate and assist Owner with Earnouts.

(u)

Post-Closing and New Building/Tenant Set-Up Duties .  Manager shall coordinate any existing post-closing items including, but not limited to, the transfer of all utilities from the previous owner of the Premises, CAM reconciliations and prorations, if applicable, and bringing tenants into Owner’s software system.  In addition, Manager shall send tenants welcoming letters which include, the direction to pay all future rents to Manager, wiring instructions, a form W-9, notification from the previous owner about the sale, a letter of introduction to property management and lease assignment and related documents, as requested.  

4.

SubManager.   Notwithstanding anything to the contrary contained in this Agreement, Owner acknowledges and agrees that any of the duties of Manager as contained herein may be delegated by Manager and performed by an affiliate of Manager or third-party agent (a “SubManager”) with whom Manager contracts in writing for the purpose of performing such duties. Owner specifically grants Manager the authority to enter into management agreements with any SubManager; provided that Owner shall have no liability or responsibility to any SubManager for the payment of the SubManager’s fee or for reimbursement to the SubManager of its expenses or to indemnify the SubManager in any manner for any matter; and provided further that Manager shall require such Sub-Manager, in the written agreement setting forth the duties and obligations of such SubManager, to indemnify Owner for all loss, liability, damage or claims incurred by Owner as a result of the delegation of duties by Manager to SubManager. Owner further acknowledges and agrees that Manager may assign this Agreement and all of Manager’s rights and obligations hereunder, to another management entity that is then managing other property for Owner or the Parent Company (“Successor Manager”). Owner specifically grants Manager the authority to make such an assignment of this Agreement to a Successor Manager.

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135699.3

5.

Indemnification.   Under the Master Agreement, the Parent Company has agreed to indemnify the Manager and its officers, directors, members, managers, employees and agents in certain instances and against certain liabilities, including for any losses arising from this Agreement, as set forth in the Master Agreement.

6.

Management Fees .  For the services other than those described in Section 3(l) (Leasing Services) and Section 3(m) (Construction Management), Owner agrees to pay Manager, monthly, a management fee hereunder for the services provided by Manager hereunder performed, directly or through its affiliates, agents or Sub-Managers, in an amount equal to [up to: One and nine-tenths percent (1.9%) for single tenant properties; three and nine-tenths percent (3.9%) for multi-tenant properties – unless otherwise approved by Parent Company’s Board of Directors including a majority of Parent Company’s independent directors ] of the Gross Income for the month in which the management fee is paid (the “Management Fee”), which shall be deducted monthly by Manager and retained by Manager from Gross Income prior to payment to Owner of Net Proceeds; provided, however, Owner shall authorize the payment and amount of the monthly fee to Manager prior to the remittance of Net Proceeds to Owner.  Owner agrees to pay additional fees for services rendered under 3(l)(Leasing Services) and 3(m)(Construction Management), such additional fees are hereinafter referred to as the “Leasing Services Fees” and the “Construction Management Fees”.  The Leasing Services Fees and the Construction Management Fees shall be based upon prevailing market rates applicable to the geographic market of the Premises.  Manager shall charge Construction Services Fees only on projects having a total project cost in excess of ten thousand dollars ($10,000).  The Construction Management Fees shall be calculated on the total project cost as budgeted by Owner and Manager and the start of such construction project.  Owner acknowledges and agrees that Manager may pay or assign all or any portion of its Management Fee to a SubManager as described in Section 4 hereof.

7.

Intentionally Omitted.  

8.

No Structural Alterations.   Owner expressly withholds from Manager any power or authority to make any structural changes to any building on the Premises or to make any other major alterations or additions in or to any such building or equipment therein.  Without the prior written direction from Owner, Manager shall not incur any expense chargeable to Owner, other than expenses its duties under this Agreement, except in the event where Manager makes all emergency repairs as may be required to ensure the safety of persons or property which are immediately necessary for the preservation and safety of the Premises or the safety of the tenants and occupants thereof or are required to avoid the suspension of any necessary services to the Premises.

9.

Notice of Non-Compliance with Laws.   Manager shall be responsible for notifying Owner in the event Manager receives a material written notice that any building on the Premises or any equipment therein does not comply with the requirements of any constitutional provision, statute, ordinance, law or regulation of any governmental body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover (collectively, “Governmental Requirements”). Manager shall promptly forward to Owner any material written complaints, warnings, notices or summonses received by the Manager relating to these matters. Owner represents to Manager that to the best of Owner’s knowledge the Premises,

11

135699.3

the structures thereon and all equipment servicing the Premises and structures thereon are in current compliance with all Governmental Requirements. In connection with any inquiry by any public authority or official, Manager is authorized to disclose name and address of the Owner. In the event it is alleged or charged that any building on the Premises or any equipment therein or any act or failure to act by Owner with respect to the Premises or the sale, rental, or other disposition thereof fails to comply with, or is in violation of any Governmental Requirements, and the Manager, in its sole and absolute discretion, considers that the action or position of Owner with respect thereto may result in damages, fines, prosecutions or other liabilities to the Manager, Manager shall have the right to terminate this Agreement at any time by written notice to Owner of its election to do so, which termination shall be effective upon delivery of the notice to Owner.  Manager’s termination of this Agreement pursuant to this Section 9 shall not release the indemnities of Owner set forth in this Agreement and shall not terminate any liability or obligation of Owner to Manager for any payment, reimbursement, or other sum of money then due and payable to the Manager hereunder, which shall be paid by Owner to Manager forthwith or by Manager’s deduction thereof from Gross Proceeds.

10.

Payment of Fees and Actions upon Termination.  

(a)

The Manager shall not be entitled to compensation after the date of termination of this Agreement for further services hereunder, but shall be paid all compensation accruing to the date of termination. In connection with the termination of this Agreement, the Manager shall:

i.

pay over to Owner all monies collected and held for the account of Owner pursuant to this Agreement, after deducting any accrued compensation and reimbursement for expenses to which the Manager is entitled;

ii.

deliver to Owner a full accounting, including a statement showing all payments collected by the Manager and a statement of all money held by the Manager, covering the period following the date of the last accounting furnished to Owner;

iii.

deliver to Owner all property and documents of Owner or Parent Company then in the custody of the Manager; and

iv.

cooperate with Owner and take all reasonable steps requested by Owner to assist it in making an orderly transition of the functions performed by the Manager.

(b)

Upon termination, Owner shall specifically assume in writing all obligations under any third-party agreements entered into by Manager pursuant to Section 3(e) on behalf of Owner.

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135699.3

11.

Survival.   All provisions of this Agreement that require Owner or Parent Company to have insured, or to protect, defend, save, hold and indemnify Indemnified Parties or to compensate or reimburse Manager shall survive any expiration or termination of this Agreement and if Manager is or becomes involved in any claim, proceeding or litigation by reason of having been Manager of Owner, such provisions shall apply as if this Agreement were still in effect.

12.

Insurance .  Owner agrees that Manager shall be listed as an additional insured on all insurance policies related to the Premises.  Owner hereby authorizes Manager to take all steps necessary to cause Manager to be named as an additional insured including, but not limited to, obtaining evidence of such additional insured status from Inland Insurance and Risk Management Services, Inc.

13.

Notices.   All notices, requests or demands to be given under this Agreement from one party to the other (collectively, “Notices” and individually a “Notice”) shall be in writing and shall be given by personal delivery, or by overnight courier service for next Business Day delivery at the other party’s address set forth below, or by telecopy transmission at the other party’s facsimile telephone number set forth below.  Notices given by personal delivery ( i.e. , by the sending party or a messenger) shall be deemed given on the date of delivery. Notices given by overnight courier service shall be deemed given upon deposit with the overnight courier service and Notices given by telecopy transmission shall be deemed given on the date of transmission provided such transmission is completed by 5:00 p.m. (sending party’s local time) on a Business Day, otherwise such delivery shall be deemed to occur on the next succeeding Business Day. If any party’s address is a business, receipt, or the refusal to accept delivery, by a receptionist or by any person in the employ of such party, shall be deemed actual receipt by the party of Notices. The term, Business Day, means any day other than Saturday, Sunday or any other day on which national banks are required or are authorized to be closed in Chicago, Illinois.  Notices may be issued by an attorney for a party and in such case such Notices shall be deemed given by such party.  The parties’ addresses are as follows

13

135699.3

A party’s address for Notice may be changed from time to time by notice given to the other party in the manner herein provided for giving Notice.  Copies of Notices are for informational purposes only, and a failure to give or receive copies of any Notice shall not be deemed a failure to give notice, and shall in no way adversely affect the effectiveness of such Notice given to the addressee party.

14.

Miscellaneous.  

g.

Nothing contained herein shall be construed as creating any rights in persons or entities who are not the parties to this Agreement.  Manager and Owner shall not be construed as joint venturers or partners of each other pursuant to this Agreement, and neither shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of Manager to Owner under this Agreement is that of an independent contractor.  

h.

If any provisions of this Agreement, or the application of any such provisions to parties hereto, shall be held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement shall nevertheless be valid, enforceable and shall remain in full force and effect, and shall not be affected, impaired or invalidated in any manner.  This Agreement, its validity, performance and enforcement shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to conflicts of law principles.

i.

This Agreement shall be binding upon the successors and assigns of Manager and the successors and assigns of Owner and the successors and assigns of Parent Company if and only if the Parent Company is the parent company of the successor or assign of Owner.  This Agreement contains the entire Agreement of the parties relating to the subject matter hereof, and there are no understandings, representations or undertakings by either party except as herein contained. This Agreement may be modified solely by a written agreement executed by both parties hereto.

j.

If any party hereto defaults under the terms or conditions of this Agreement, the defaulting party shall pay the non-defaulting party’s court costs and reasonable attorneys’ fees incurred in the enforcement of any provision of this Agreement.

k.

Either party’s failure to exercise any right under this Agreement shall neither constitute a waiver of any other terms or conditions of this Agreement with

14

135699.3

respect to any other or subsequent breach, nor a waiver by that party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement.

l.

All exhibits attached to this Agreement are hereby incorporated by reference.  

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15

135699.3

WHEREFORE, the undersigned have executed this Agreement by their duly authorized officers or representatives as of the date first above written.

Legal Description

See attached.

Exhibit 10.3

MASTER REAL ESTATE MANAGEMENT AGREEMENT

THIS MASTER REAL ESTATE MANAGEMENT AGREEMENT (this “ Agreement ”), dated as of October 18, 2012, is entered into by and between INLAND REAL ESTATE INCOME TRUST, INC. , a Maryland corporation (“ the Company ”), and INLAND NATIONAL REAL ESTATE SERVICES II, LLC, a Delaware limited liability company (“ the Manager ”).

WITNESSETH:

WHEREAS, the Manager is owned indirectly by Inland National Services Corp. and Inland National HOLDCO, LLC (together, the “ Management Parent Entities ”); and

WHEREAS, the Company desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Manager and to have the Manager be responsible, subject to the supervision of the Board of Directors (as defined herein), for, among other things, managing or overseeing management of certain Properties (as defined herein); and

WHEREAS, the Manager is willing to undertake to render these services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth.

NOW THEREFORE, in consideration of the mutual covenants and conditions herein set forth, the parties hereto agree as follows:

1.

Definitions .  As used herein, the following capitalized terms shall have the meanings set forth below:

a.

“ Affiliate ” means, with respect to any other Person:  (i) any Person directly or indirectly owning, controlling or holding, with the power to vote, ten percent (10.0%) or more of the outstanding voting securities of such other Person; (ii) any Person ten percent (10.0%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; (iv) any executive officer, director, trustee, general partner or manager of such other Person; and (v) any legal entity for which such Person acts as an executive officer, director, trustee, general partner or manager.

b.

“ Board of Directors ” means the Persons holding the office of director of the Company as of any particular time under the Charter.

c.

“ Business Day ” means any day other than Saturday, Sunday or any other day on which national banks are required or are authorized to be closed in Chicago, Illinois.  

d.

“ Charter ” means the articles of incorporation of the Company, as amended or restated from time to time.

e.

“ Equity Stock ” means all classes or series of capital stock of the Company authorized under the Charter, including, without limit, its common stock, $.001 par value per share, and preferred stock, $.001 par value per share.

f.

“ Indemnitee ” has the meaning ascribed to that term in Section 5(a) hereof.

g.

“ Initial Term ” has the meaning ascribed to that term in Section 4(a) hereof.

h.

“ Management Agreement ” has the meaning ascribed to that term in Section 3 hereof.

k.

“ Property ” or “ Properties ” means interests in (1) Real Property, (2) long-term ground leases or (3) any buildings, structures, improvements, furnishings, fixtures and equipment, whether or not located on the Real Property, in each case owned or to be owned by the Company either directly or indirectly through one or more Affiliates, joint ventures, partnerships or other legal entities.

l.

“ Real Property ” means land, rights or interests in land (including, but not limited to, leasehold interests), and any buildings, structures, improvements, furnishings, fixtures and equipment located on, or used in connection with, land and rights or interest in land.

m.

“ Renewal Term ” has the meaning ascribed to that term in Section 4(a) hereof.

n.

“ Securities Claims ” has the meaning ascribed to that term in Section 5(b) hereof.

o.

“ Stockholders ” means holders of shares of the Company’s common stock, $.001 par value per share, or any other share of Equity Stock having the right to elect directors of the Company.

2.

Effective Date .  Effective as of the date hereof, the Company hereby retains the Manager to manage certain Properties to be acquired by the Company or by various entities owned or controlled by the Company.  This Agreement is not an exclusive management agreement and the Manager acknowledges and agrees that the Company may engage other management companies to manage Properties not being managed by the Manager.

3.

Terms and Conditions .  With respect to each individual Property subject to this Agreement, the Manager and the Company or any Affiliate thereof holding title to such Property shall enter into a Real Estate Management Agreement in form and substance as attached hereto as Exhibit A (the “ Management Agreement ”).  The initial term of each Management Agreement shall commence on the date of acquisition by the Company or its Affiliate of the Property and

2

shall end December 31 of the year in which the Property was acquired, with renewal periods as described in the Management Agreement.

4.

Term and Termination .  

a.

Term .  The term of this Agreement shall begin on October 18, 2012 and end on December 31, 2013 (the “ Initial Term ”).  Unless terminated as provided in Section 4(b) below, the term shall thereafter automatically renew for successive one-year periods (each, a “ Renewal Term ”), with the first such one-year renewal period commencing on January 1, 2014, and ending on December 31, 2014.

b.

Termination . This Agreement may be terminated as follows:

i.

Either party hereto may terminate this Agreement, effective upon the expiration of the Initial Term or the current Renewal Term, as applicable, if the terminating party gives written notice of its election to terminate this Agreement to the other party not less than sixty (60) days prior to the expiration of the Initial Term or the current Renewal Term as the case may be.  The Manager, between ninety (90) and sixty (60) days prior to the expiration of the Initial Term and each Renewal Term, shall notify the independent directors of the Board of Directors, of the Company’s right to terminate this Agreement, and each Management Agreement with a term that expires concurrent with the expiration of the Initial term or the applicable Renewal Term, pursuant to this Section 4(b)(i) .  

ii.

This Agreement may be terminated by the Company immediately upon written notice of termination from the Company to the Manager if any of the following events occur:

(A)

the Manager violates any provision of this Agreement and fails to cure such violation on or before thirty (30) days after receipt of written notice of such violation from the Company;

(B)

a court of competent jurisdiction enters a decree or order for relief in respect of the Manager in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Manager or for any substantial part of its property or orders the winding up or liquidation of the Manager’s affairs; or

(C)

the Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Manager or for any substantial part of its property, or makes any

3

general assignment for the benefit of creditors, or fails generally to pay its debts, as they become due;

provided, that the Manager agrees that if any of the events specified in subsections (B) and (C) of this Section 4(b)(ii) occur, it will give written notice thereof to the Company within seven (7) days after the occurrence of any such event.

c.

Effect of Termination .  Upon termination of this Agreement, all Management Agreements entered into among the Company or its Affiliates and the Manager shall automatically terminate.  In addition, in connection with the termination of this Agreement, the Manager shall cooperate with the Company and take all reasonable steps requested by the Company to assist it in making an orderly transition of the functions performed by the Manager.

5.

Indemnification .

a.

The Company shall indemnify the Manager and its officers, directors, members, managers, employees and agents (individually an “ Indemnitee, ” collectively the “ Indemnitees ”) for any losses, liability or expense incurred by an Indemnitee and arising from this Agreement or any Management Agreement, to the same extent as the Company may indemnify its officers, directors and employees under its Charter and bylaws so long as:

i.

the Board of Directors has determined, in good faith, that the course of conduct that caused the loss, liability or expense was in the best interests of the Company;

ii.

the Indemnitee was acting on behalf of, or performing services on the part of, the Company;

iii.

the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and

iv.

any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any Stockholder.

b.

The Company shall not indemnify any Person seeking indemnification for losses, liabilities or expenses arising from, or out of, an alleged violation of federal or state securities laws (“ Securities Claims ”) unless one or more of the following conditions are met:

i.

there has been a successful adjudication for the Indemnitee on the merits of each count involving alleged material Securities Claims as to such Indemnitee;

ii.

the Securities Claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee; or

4

iii.

a court of competent jurisdiction approves a settlement of the Securities Claims and finds that indemnification for the costs of settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and of the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold as to indemnification for Securities Claims.

c.

The Company shall advance amounts to Indemnitees for legal and other expenses and costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are satisfied:

i.

the legal action relates to acts or omissions with respect to the performance of duties or services by the Indemnitee for or on behalf of the Company;

ii.

the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in his or her capacity as such and a court of competent jurisdiction specifically approves advancement; and

iii.

the Indemnitee receiving advances undertakes in writing to repay the advanced funds to the Company, together with the applicable legal rate of interest thereon, in cases in which the party is found not to be entitled to indemnification.

6.

Non-Solicitation . During the period commencing on the date on which this Agreement is entered into and ending one year following the termination of this Agreement, the Company shall not, without the Manager’s prior written consent, directly or indirectly: (i) solicit, induce, or encourage any person to leave the employment or other service of the Manager or any of its Affiliates to become employed by the Company or any of its subsidiaries; or (ii) hire or offer to hire, on behalf of the Company or any other Person, firm, corporation or other business organization, any employee of the Manager or any of its Affiliates.  Further, with respect to any person who left the employment of the Manager or any of its Affiliates (a) during the term of this Agreement or (b) within six months immediately after the termination of this Agreement, the Company shall not, without the Manager’s prior written consent, directly or indirectly hire or offer to hire on behalf of the Company or any other Person, firm, corporation or other business organization, that person  during the six months immediately following his or her cessation of employment.  

7.

Notices .  All notices, requests or demands to be given under this Agreement from one party to the other (collectively, “ Notices ” and individually a “ Notice ”) shall be in writing and shall be given by personal delivery, or by overnight courier service for next Business Day delivery at the other party’s address set forth below, or by telecopy transmission at the other party’s facsimile telephone number set forth below.  Notices given by personal delivery ( i.e. , by the sending party or a messenger) shall be deemed given on the date of delivery. Notices given by overnight courier service shall be deemed given upon deposit with the overnight courier

5

service and Notices given by telecopy transmission shall be deemed given on the date of transmission provided such transmission is completed by 5:00 p.m. (sending party’s local time) on a Business Day, otherwise such delivery shall be deemed to occur on the next succeeding Business Day. If any party’s address is a business, receipt, or the refusal to accept delivery, by a receptionist or by any Person in the employ of such party, shall be deemed actual receipt by the party of Notices. Notices may be issued by an attorney for a party and in such case such Notices shall be deemed given by such party.  The parties’ addresses are as follows:

A party’s address for Notice may be changed from time to time by notice given to the other party in the manner herein provided for giving Notice.  Copies of Notices are for informational purposes only, and a failure to give or receive copies of any Notice shall not be deemed a failure to give notice, and shall in no way adversely affect the effectiveness of such Notice given to the addressee party.

8.

Miscellaneous .  

a.

Nothing contained herein shall be construed as creating any rights in Persons or entities who are not the parties to this Agreement.  The Manager and the Company shall not be construed as joint venturers or partners of each other pursuant to this Agreement, and neither shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of the Manager to the Company under this Agreement is that of an independent contractor.  

b.

If any provisions of this Agreement, or the application of any such provisions to parties hereto or any third party beneficiaries of this Agreement, shall be held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining

6

provisions of this Agreement shall nevertheless be valid, enforceable and shall remain in full force and effect, and shall not be affected, impaired or invalidated in any manner.  This Agreement, its validity, performance and enforcement shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to conflicts of law principles.

c.

This Agreement shall be binding upon the successors and assigns of the Manager and the successors and assigns of the Company.  This Agreement contains the entire Agreement of the parties relating to the subject matter hereof, and there are no understandings, representations or undertakings by either party except as herein contained. This Agreement may be modified solely by a written agreement executed by both parties hereto.

d.

If any party hereto defaults under the terms or conditions of this Agreement, the defaulting party shall pay the non-defaulting party’s court costs and reasonable attorneys’ fees incurred in the enforcement of any provision of this Agreement.

e.

Either party’s failure to exercise any right under this Agreement shall neither constitute a waiver of any other terms or conditions of this Agreement with respect to any other or subsequent breach, nor a waiver by that party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement.

f.

All exhibits attached to this Agreement are hereby incorporated by reference.  In an event of a conflict between the exhibits and the text of this Agreement preceding this Section, the text of this Agreement preceding this Section shall control.

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7

WHEREFORE, the undersigned have executed this Agreement by their duly authorized officers or representatives as of the date first above written.

Signature Page — Master Management Agreement

EXHIBIT A

FORM OF MANAGEMENT AGREEMENT

THIS REAL ESTATE MANAGEMENT AGREEMENT (this “Agreement”), dated as of [__________] [__], 20[__], is entered into by and between [SINGLE MEMBER LLC] (“Owner”), and INLAND NATIONAL REAL ESTATE SERVICES II, LLC , a Delaware limited liability company (the “Manager”).  

WHEREAS, Owner desires to avail itself of the experience, sources of information, advice, assistance and facilities available to the Manager and to have the Manager undertake the duties and responsibilities hereinafter set forth; and

WHEREAS, the Manager is willing to undertake to render these services, subject to the supervision of the Board of Directors, on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1.

Exclusive Management.  Owner hereby engages Manager exclusively, to perform or cause to be performed the services described herein for the property legally described on Exhibit A attached hereto and made a part hereof (the “Premises”), upon the terms and conditions hereinafter set forth herein and Manager accepts such exclusive engagement.  

2.

Term and Termination.  

(a)

Term .  The term of this Agreement shall begin on [__________] [__], 20[__] and end on December 31, 20[__] (the “Initial Term”).  Unless terminated as provided in Section 2(b) below, the term shall thereafter automatically renew for successive one-year periods (each, a “Renewal Term”), with the first such one-year renewal period commencing on January 1, 20[__], and ending on December 31, 20[__].

(b)

Termination . This Agreement shall automatically terminate upon the termination of that certain Master Management Agreement, dated [_________], 2012 (the “Master Agreement”), by and between Manager and Inland Real Estate Income Trust, Inc. (“Parent Company”).  In addition, this Agreement may be terminated prior to the expiration of the Initial Term or the then current Renewal Term, as follows:

1.

Either party hereto may terminate this Agreement, effective upon the expiration of the Initial Term or the current Renewal Term, as applicable, if the terminating party gives written notice of its election to terminate this Agreement to the other party not less than sixty (60) days prior to the expiration of the Initial Term or the current Renewal Term as the case may be.    

2.

Manager shall have the right to terminate this Agreement upon sixty (60) days written notice to Owner in the event that the Premises is no longer generating Gross Income (as hereinafter defined).  

135699.3

3.

This Agreement may be terminated by the Owner immediately upon written notice of termination from the Owner to Manager if any of the following events occur:

A.

Manager violates any provision of this Agreement and fails to cure such violation on or before thirty (30) days after receipt of written notice of such violation from Owner;

B.

a court of competent jurisdiction enters a decree or order for relief in respect of Manager in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appoints a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Manager or for any substantial part of its property or orders the winding up or liquidation of Manager’s affairs; or

C.

Manager commences a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents to the entry of an order for relief in an involuntary case under any such law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Manager or for any substantial part of its property, or makes any general assignment for the benefit of creditors, or fails generally to pay its debts, as they become due;

provided, that Manager agrees that if any of the events specified in subsections (B) and (C) of Section 3(b)(iii) occur, it will give written notice thereof to Owner within seven (7) days after the occurrence of any such event.

3.

Manager Duties.  Owner hereby gives Manager the exclusive authority and power, as agent for Owner, to provide the services listed in this Section 3 and elsewhere in this Agreement and Owner agrees to reimburse Manager and its affiliates for all expenses paid or incurred in connection therewith.  For the avoidance of doubt, unless otherwise stated in this Agreement that such expenses are to be borne by Manager, all expenses related to the duties performed or caused to be performed by Manager herein with respect to the Premises shall be the responsibility of the Owner and reimbursed to Manager upon billing therefor if initially paid for by Manager.  Manager shall be entitled at all times to manage the Premises in accordance with Manager’s standard operating policies and procedures all in accordance with the budget approved by Owner, except to the extent that any specific provisions contained herein are to the contrary, in which case Manager shall manage the Premises consistent with such specific provisions of this Agreement.

(a)

Collection of Gross Income .  

i.

Manager shall collect all rents and assessments and other monies due Owner related to the Premises (all such items being referred to herein as “Gross Income”) accounting for the same.  Manager shall give Owner receipts therefor and deposit all such Gross Income collected hereunder in Manager’s custodial account established for the Premises using Owner-approved software which Manager will open and maintain, in a state or national bank of Manager’s choice and whose deposits are insured by the Federal Deposit Insurance Corporation to the maximum extent available, exclusively for the Premises and any other

2

135699.3

properties owned by Owner (or any entity that is owned or controlled by Parent Company) and managed by Manager.  Unless otherwise required by Owner, Manager shall be permitted to comingle the funds in such custodial account with funds attributable to any other properties owned by Owner or entities owned or controlled by Parent Company and managed by Manager.  Owner agrees that Manager shall be authorized to maintain a reasonable minimum balance (to be determined jointly from time to time) in the custodial account. Manager may endorse any and all checks received in connection with the operation of the Premises and drawn to the order of Owner, and Owner upon request, shall furnish Manager’s depository with an appropriate authorization for Manager to make the endorsement.  

ii.

When applicable, Manager shall collect and bill for security deposits or assessments and other items, including but not limited to calculating, preparing and mailing all invoices for tenant payments for real estate taxes, property liability and other insurance, damages and repairs, common area maintenance, tax reduction fees and all other tenant reimbursements, administrative charges, proceeds of rental interruption insurance, parking fees, income from coin operated machines and other miscellaneous income as stipulated in the leases.  At the request of Owner, Manager will administer, and create if necessary, a bill-back program for tenant utility consumption unless prohibited by local law.

(b)

Payment of Expenses .  From the custodial account described above, Manager shall pay all expenses of Owner with respect to the Premises from the Gross Income collected in accordance with Section 3(a)(i) hereof.  In the event that expenses paid pursuant to this Section 3(b) exceed Gross Income for any monthly period, Manager shall notify Owner of same. Owner shall pay the excess amount immediately upon request from Manager.  Nothing herein contained shall obligate Manager to advance its own funds on behalf of Owner.

(c)

Annual Budgets .  Manager shall prepare an annualized budget for the operation of the Premises and submit the same to Owner for approval (the “Annualized Budget”).  Manager will use its commercially reasonable efforts to operate the Premises pursuant to the Annualized Budget; provided, however, Manager shall have no liability to Owner for failure to meet such Annualized Budget.  The Annualized Budget shall include a comparison back to the original underwriting performed at the time of Owner’s acquisition of the Premises and prior year performance.  The first Annualized Budget has been prepared and approved for the year commencing [__________], [__] 20[__] and ending on December 31, 20[__].  Notwithstanding the period covered by the first Annualized Budget, all subsequent Annualized Budgets shall cover the period from January 1st of each year through December 31st of the same year. The proposed Annualized Budget for each calendar year shall be submitted by Manager to Owner by December 1st of the year preceding the year for which it applies, and Owner shall notify Manager within fifteen (15) days of receipt of such Annualized Budget as to whether Owner has or has not approved the proposed Annualized Budget. If Owner does not approve the proposed Annualized Budget, Owner shall notify Manager of the specifics of such disapproval within such fifteen (15) day period and Manager shall make the

3

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necessary amendments to the Annualized Budget. During the time Manager is preparing these amendments, Manager will continue to operate the Premises according to the last approved Annualized Budget. Owner’s approval of the Annualized Budget shall constitute approval for Manager to expend sums for all budgeted expenditures, without the necessity to obtain additional approval of Owner under any other expenditure limitations as set forth elsewhere in this Agreement.

(d)

Non-Budgeted Expenses over $25,000 .  Manager shall secure the approval of, and execution of appropriate agreements by, Owner for any non-budgeted and non-emergency/contingency capital items, alterations or other expenditures in excess of Twenty-Five Thousand Dollars ($25,000.00) for any one item, securing for each item at least three (3) written bids, if practicable, or providing evidence satisfactory to Owner that the agreed amount is lower than industry standard pricing, from responsible contractors. Manager shall have the right from time to time during the term hereof, to contract with and make purchases from entities or affiliates of such entities providing services to the Parent Company and third party agents; provided that contract rates and prices are competitive with other available sources. Manager, at any time, and from time to time, may request and receive the prior written authorization of Owner for any one or more purchases or other expenditures, notwithstanding that Manager may otherwise be authorized hereunder to make such purchases or expenditures.

(e)

Third-Party Agreements .  Owner hereby appoints Manager as Owner’s authorized agent for the purpose of executing, as agent for Owner, any agreements with third-parties necessary for operation of the Premises.  For example, and not in limitation of the foregoing, Manager shall negotiate and enter into contracts for services and items in the Annualized Budget relating to the Premises.  

(f)

Manager Employees .  Manager shall hire, supervise, discharge and pay salary and benefit expenses for all employees of Manager or Manager’s sole member, as Manager determines necessary to perform Manager’s duties described in this Agreement including, but not limited to managers, operations managers, senior managers, assistant managers, leasing consultants, engineers, janitors and maintenance supervisors.  All expenses of such employment, including but not limited to, wages, salaries, insurance, benefits, employment related taxes, overhead and other governmental charges, shall be deemed operational expenses of the Premises and Owner shall reimburse Manager for such expenses which may be charged to Owner on a per square foot or per unit basis, as applicable.  Notwithstanding the foregoing, salaries and benefits of Manager’s employees who also serve as the one of the Parent Company’s executive officers or as an executive officer of the Manager shall not be reimbursed by the Owner.  The number and classification of employees serving the Premises shall be as determined by Manager to be appropriate for the proper operation of the Premises; provided that Owner may request changes in the number or classification of employees, and Manager shall make all requested changes unless in its judgment the resulting level of operation or maintenance of the Premises will be inadequate. [ Manager shall honor any collective bargaining contract covering employment at the Premises which is in effect upon the date of execution of this Agreement; provided that Manager shall not assume or otherwise become a party to any collective bargaining contract for any purpose whatsoever and all

4

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personnel subject to a collective bargaining contract shall be considered the employees of the Owner and not Manager (delete bracketed text if not applicable to Premises)].

(g)

Insured Losses .  

i.

Manager shall be responsible for taking all steps necessary to file any claim for insured losses or damages; provided that Manager will not make any adjustments or settlements in excess of $50,000.00 without Owner’s prior written consent.

ii.

Manager shall coordinate with the appropriate insurance company or companies, if applicable, to process claims.

iii.

Manager shall administer compliance of insurance provisions of tenant leases for all vendors and commercial tenants, including confirming insurance requirements for any special events at the Premises and obtaining certificates of insurance.

iv.

At the request of Owner, Manager shall assist Owner’s insurance consultants with any necessary insurance matters.

v.

Manager shall attend Owner’s meetings regarding loss control and claims.

(h)

Monthly Remittance .  Manager shall remit to Owner the excess of Gross Income over expenses paid pursuant to Section 3(b) hereof (“Net Proceeds”) for each month as directed by Owner at the address as stated in Section 7 hereof.

(i)

Reporting .  Upon the request of Owner, Manager shall render reports for the Premises.  Such reports may include specific and detailed line item information for budget comparison, expense detail, payables and receivables information, leasing progress, marketing information, peer comparison, capital plans and all other measurements of the key performance indications of the Premises.

(j)

Litigation .  Manager shall institute and prosecute actions to evict tenants and to recover possession of the Premises or portions thereof, and in the name of Owner to sue for and recover rent and other sums due; and to settle, compromise and release such actions or suits, or reinstate such tenancies; provided, however, if the tenancy subject to such proceedings is of a term greater than thirty-six (36) months, Manager shall obtain Owner’s consent prior to instituting any such proceedings.  Manager and Owner shall concur on the selection of the attorney to handle any such litigation.

(k)

Replacements and Repairs .  Pursuant to the Annualized Budget and at Owner’s cost, and when required, Manager shall make or cause to be made all ordinary repairs and replacements necessary to preserve the Premises in its present condition, in all material respects, and for the operating efficiency thereof.  Manager shall also perform all alterations required to comply with any lease requirements, work with municipalities to

5

135699.3

comply with any code or lender requirements, attend lender inspections and assist with the lender reserve requirement processes.

(l)

Leasing Services .  

i.

Manager shall perform leasing services for the Premises, including, but not limited to, hiring all third-party brokers, negotiating contracts with such brokers, tracking leasing progress on all assets and determining when to terminate and replace third-party brokers.  Commissions paid to third-party brokers shall be an expense of the Premises and charged to Owner.

ii.

Manager shall establish a leasing committee comprised of Manager employees to oversee the leasing services rendered to Owner under this Agreement (the “Leasing Committee”).  The Leasing Committee shall hold monthly meetings to which Owner may attend (the “Leasing Committee Meetings”).  

iii.

Manager shall monitor current market conditions, meet with tenants, brokers and future prospects and visit competitive properties in the surrounding area.  Manager shall report findings at the Leasing Committee Meetings.

iv.

From time to time, Manager shall attend conferences related to the asset class of the Premises, including, but not limited to, ICSC, BOMA, NAREIT, NAA, NMHC and NAIOP, as applicable.  If requested by Owner, Manager shall appropriately staff booths for Owner at such conferences to represent Owner’s interests and coordinate all necessary marketing materials and events to maximize Owner’s exposure at such conferences.  

v.

Manager shall negotiate all letters of intent for new leases (when applicable) and administer existing leases, including, but not limited to, processing assignments, renewal agreements, lease amendments and terminations.  

vi.

Manager shall evaluate leasing activity of Premises and identify potential re-developments or re-configurations, including, but not limited to, a discussion of all proposals that have been sent, targeted tenants, interested and uninterested party discussions with the Leasing Committee.

vii.

Manager shall track all leasing calls and inquiries.

viii.

Manager shall prepare and maintain leasing reports as required by Owner which shall track performance of leasing activity.  

ix.

Manager shall review tenant credit reports for new tenants and assignments and subleases.  When applicable, such review may include, but not be limited to, preparing full financial packages of review of both corporate and individual financial investigations, net worth analysis, net present value calculations and any other financial measures requested by the Owner.  Manager shall be entitled to charge tenant for credit check fees and lease assignment and

6

135699.3

sublet fees (if provided by applicable lease) and shall not be required to remit such fees to Owner but may retain such fees.

x.

If a proposed new lease for the Premises is outside the parameters set by the Annualized Budget, Manager shall complete analysis of credit and financials of the tenant under such proposed lease for the Leasing Committee’s review and approval at the Leasing Committee Meeting.

xi.

If the Premises is a retail property, Manager shall review leases on an on-going basis for relocation clauses, co-tenancy clauses, exclusives and building restrictions to determine and avoid any conflicts.  Manager shall also monitor tenant progress to make recommendations to Leasing Committee on renewal of tenants and proper tenant mix.  Additionally, Manager shall perform an on-going market review to determine market rates for leasing at Premises and make recommendations to Owner for changes in budgeted lease rates.

xii.

With respect to replacing tenants, Manager shall provide consultation to Owner regarding tenant mix (if the Premises has more than one tenant), market analysis, comparison information and site visits for leasing potential.

xiii.

If the Premises is a retail property, Manager shall schedule and attend meetings on a regular basis with all major retailers for portfolio review and additional leasing opportunities.  In preparation for such meetings, Manager shall perform a full analysis of tenant performance on a site by site basis for sales, profitability, expansions, space modifications and tenant merchandising assistance.  

(m)

Construction Management .

i.

Manager shall oversee capital expenditure execution and projection.

ii.

Manager shall oversee construction management of all new tenant build-outs and provide assistance with out-parcel development.

iii.

Manager shall review and approve architectural plans for space and signage on the Premises.

iv.

Manager shall monitor the environmental needs of the Premises including, but not limited to, the administration of operation and maintenance programs.  If applicable, Manager shall supervise any remediation projects.

(n)

Operations .

i.

As requested by Owner and if available for the Premises, Manager shall obtain and administer bulk purchasing and cost efficiency programs for utilities.

7

135699.3

ii.

Manager shall create preventative maintenance programs for the Premises and oversee crisis management for flood, fire, and hurricanes, etc.

(o)

Marketing .  

i.

At the request of Owner, Manager shall create a marketing program for the Premises, including, but not limited to, preparing and maintaining a website, social media and mobile phone apps.

ii.

If the Premises is a retail property, at the request of Owner, Manager shall:

A.

Devote specialty leasing staff to Premises to generate additional revenue through seasonal, temporary and kiosk leasing and finding and development of incubator tenants.

B.

Organize events for charity programs as well as community events to increase traffic and sales.

C.

Sponsor program and gift cards for the Premises where it is necessary to improve sales and revenue for the Premises.

D.

Advertise the Premises including, but not limited to, printing and sending coupons and mailers for the Premises.

E.

Organize tenant training through merchant or association meetings.

iii.

If the Premises is a multi-family property, at the request of Owner, Manager shall:

A.

Advertise the Premises, including, but not limited to advertising through signage, on websites, in local newspapers and rental guides, and with area referral services.

B.

Establish a marketing committee comprised of Manager employees (the “Marketing Committee”) who will meet monthly to discuss marketing strategy and implement such strategy.

C.

Prepare weekly status reports that will summarize the rental activity of the Premises for the previous week.

(p)

Real Estate Consultative Services .

i.

Upon request of Owner, Manager shall explore strategic alternatives for the Premises.  In addition, Manager shall use a budget and forecasting tool, e.g., Cougar software or ARGUS, to assist in continuous review of Premises performance.

ii.

Manager shall attend committee meetings at the request of Owner.

8

135699.3

iii.

Manager shall provide oversight and management for the disposition of the Premises if requested by Owner.

iv.

At the request of Owner, Manager shall perform additional tasks such as evaluating best use; taking calls for offers to purchase the Premises, determining potential out-parcel development, and reviewing additional GLA capabilities.

v.

Manager shall assist Owner in analyzing the Premises for potential asset impairment issues.

vi.

If applicable, Manager shall work with Owner on CAM payment best-practice compliance and review of business intelligence and information management systems.

(q)

Electronic Document Management .  Manager shall organize all documents related to the Premises, including, but not limited to leases, contracts, invoices checks and receipts, in an electronic format with constant real time information for Owner’s access.  

(r)

Internal Controls/Sarbanes-Oxley Compliance .  If requested by Owner, Manager shall:

i.

Dedicate staff to monitor and review all incoming invoices, leases, and other control points and procedures according to Owner’s internal control matrix (the “Internal Control Matrix”) as updated from time to time by Owner.

ii.

Attend bi-weekly meetings with Owner to review Internal Control Matrix.

iii.

Coordinate audits of leases.  

iv.

Travel to satellite offices to insure internal control compliance and perform random spot checking.

v.

Adhere to all policies stated in Internal Control Matrix.

(s)

Tenant Credit Monitoring .  Where applicable, Manager shall:

9

135699.3

i.

Continuously monitor retailers of the Premises that are distressed, weak, or bankrupt and calculate Z-scores and Frisk scores for all distressed tenants (which evaluate a publicly-traded company’s credit and anticipates bankruptcy).  

ii.

Monitor gross sales of retail tenants.

iii.

Perform tenant surveys to foster tenant retention and identify problems.

iv.

Dedicate staff to pursue difficult collection accounts, monitor bankruptcies and resolve material disputes.

(t)

Master Leases and Earnouts .  If the Premises is subject to a so-called Master Lease or Earnout arrangement, Manager shall dedicate a staff member to monitor and invoice all of the Master Leases.  Such staff member shall resolve issues concerning monthly billings, track new tenant move-in dates and authorize release and close-out of Master Lease escrows.  In addition, Manager shall reconcile all Master Lease accounts on a monthly basis.  Manager shall also coordinate and assist Owner with Earnouts.

(u)

Post-Closing and New Building/Tenant Set-Up Duties .  Manager shall coordinate any existing post-closing items including, but not limited to, the transfer of all utilities from the previous owner of the Premises, CAM reconciliations and prorations, if applicable, and bringing tenants into Owner’s software system.  In addition, Manager shall send tenants welcoming letters which include, the direction to pay all future rents to Manager, wiring instructions, a form W-9, notification from the previous owner about the sale, a letter of introduction to property management and lease assignment and related documents, as requested.  

4.

SubManager.   Notwithstanding anything to the contrary contained in this Agreement, Owner acknowledges and agrees that any of the duties of Manager as contained herein may be delegated by Manager and performed by an affiliate of Manager or third-party agent (a “SubManager”) with whom Manager contracts in writing for the purpose of performing such duties. Owner specifically grants Manager the authority to enter into management agreements with any SubManager; provided that Owner shall have no liability or responsibility to any SubManager for the payment of the SubManager’s fee or for reimbursement to the SubManager of its expenses or to indemnify the SubManager in any manner for any matter; and provided further that Manager shall require such Sub-Manager, in the written agreement setting forth the duties and obligations of such SubManager, to indemnify Owner for all loss, liability, damage or claims incurred by Owner as a result of the delegation of duties by Manager to SubManager. Owner further acknowledges and agrees that Manager may assign this Agreement and all of Manager’s rights and obligations hereunder, to another management entity that is then managing other property for Owner or the Parent Company (“Successor Manager”). Owner specifically grants Manager the authority to make such an assignment of this Agreement to a Successor Manager.

10

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5.

Indemnification.   Under the Master Agreement, the Parent Company has agreed to indemnify the Manager and its officers, directors, members, managers, employees and agents in certain instances and against certain liabilities, including for any losses arising from this Agreement, as set forth in the Master Agreement.

6.

Management Fees .  For the services other than those described in Section 3(l) (Leasing Services) and Section 3(m) (Construction Management), Owner agrees to pay Manager, monthly, a management fee hereunder for the services provided by Manager hereunder performed, directly or through its affiliates, agents or Sub-Managers, in an amount equal to [up to: One and nine-tenths percent (1.9%) for single tenant properties; three and nine-tenths percent (3.9%) for multi-tenant properties – unless otherwise approved by Parent Company’s Board of Directors including a majority of Parent Company’s independent directors ] of the Gross Income for the month in which the management fee is paid (the “Management Fee”), which shall be deducted monthly by Manager and retained by Manager from Gross Income prior to payment to Owner of Net Proceeds; provided, however, Owner shall authorize the payment and amount of the monthly fee to Manager prior to the remittance of Net Proceeds to Owner.  Owner agrees to pay additional fees for services rendered under 3(l)(Leasing Services) and 3(m)(Construction Management), such additional fees are hereinafter referred to as the “Leasing Services Fees” and the “Construction Management Fees”.  The Leasing Services Fees and the Construction Management Fees shall be based upon prevailing market rates applicable to the geographic market of the Premises.  Manager shall charge Construction Services Fees only on projects having a total project cost in excess of ten thousand dollars ($10,000).  The Construction Management Fees shall be calculated on the total project cost as budgeted by Owner and Manager and the start of such construction project.  Owner acknowledges and agrees that Manager may pay or assign all or any portion of its Management Fee to a SubManager as described in Section 4 hereof.

7.

Intentionally Omitted.  

8.

No Structural Alterations.   Owner expressly withholds from Manager any power or authority to make any structural changes to any building on the Premises or to make any other major alterations or additions in or to any such building or equipment therein.  Without the prior written direction from Owner, Manager shall not incur any expense chargeable to Owner, other than expenses its duties under this Agreement, except in the event where Manager makes all emergency repairs as may be required to ensure the safety of persons or property which are immediately necessary for the preservation and safety of the Premises or the safety of the tenants and occupants thereof or are required to avoid the suspension of any necessary services to the Premises.

9.

Notice of Non-Compliance with Laws.   Manager shall be responsible for notifying Owner in the event Manager receives a material written notice that any building on the Premises or any equipment therein does not comply with the requirements of any constitutional provision, statute, ordinance, law or regulation of any governmental body or any order or ruling of any public authority or official thereof having or claiming to have jurisdiction thereover (collectively, “Governmental Requirements”). Manager shall promptly forward to Owner any material written complaints, warnings, notices or summonses received by the Manager relating to these matters. Owner represents to Manager that to the best of Owner’s knowledge the Premises,

11

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the structures thereon and all equipment servicing the Premises and structures thereon are in current compliance with all Governmental Requirements. In connection with any inquiry by any public authority or official, Manager is authorized to disclose name and address of the Owner. In the event it is alleged or charged that any building on the Premises or any equipment therein or any act or failure to act by Owner with respect to the Premises or the sale, rental, or other disposition thereof fails to comply with, or is in violation of any Governmental Requirements, and the Manager, in its sole and absolute discretion, considers that the action or position of Owner with respect thereto may result in damages, fines, prosecutions or other liabilities to the Manager, Manager shall have the right to terminate this Agreement at any time by written notice to Owner of its election to do so, which termination shall be effective upon delivery of the notice to Owner.  Manager’s termination of this Agreement pursuant to this Section 9 shall not release the indemnities of Owner set forth in this Agreement and shall not terminate any liability or obligation of Owner to Manager for any payment, reimbursement, or other sum of money then due and payable to the Manager hereunder, which shall be paid by Owner to Manager forthwith or by Manager’s deduction thereof from Gross Proceeds.

10.

Payment of Fees and Actions upon Termination.  

(a)

The Manager shall not be entitled to compensation after the date of termination of this Agreement for further services hereunder, but shall be paid all compensation accruing to the date of termination. In connection with the termination of this Agreement, the Manager shall:

i.

pay over to Owner all monies collected and held for the account of Owner pursuant to this Agreement, after deducting any accrued compensation and reimbursement for expenses to which the Manager is entitled;

ii.

deliver to Owner a full accounting, including a statement showing all payments collected by the Manager and a statement of all money held by the Manager, covering the period following the date of the last accounting furnished to Owner;

iii.

deliver to Owner all property and documents of Owner or Parent Company then in the custody of the Manager; and

iv.

cooperate with Owner and take all reasonable steps requested by Owner to assist it in making an orderly transition of the functions performed by the Manager.

(b)

Upon termination, Owner shall specifically assume in writing all obligations under any third-party agreements entered into by Manager pursuant to Section 3(e) on behalf of Owner.

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11.

Survival.   All provisions of this Agreement that require Owner or Parent Company to have insured, or to protect, defend, save, hold and indemnify Indemnified Parties or to compensate or reimburse Manager shall survive any expiration or termination of this Agreement and if Manager is or becomes involved in any claim, proceeding or litigation by reason of having been Manager of Owner, such provisions shall apply as if this Agreement were still in effect.

12.

Insurance .  Owner agrees that Manager shall be listed as an additional insured on all insurance policies related to the Premises.  Owner hereby authorizes Manager to take all steps necessary to cause Manager to be named as an additional insured including, but not limited to, obtaining evidence of such additional insured status from Inland Insurance and Risk Management Services, Inc.

13.

Notices.   All notices, requests or demands to be given under this Agreement from one party to the other (collectively, “Notices” and individually a “Notice”) shall be in writing and shall be given by personal delivery, or by overnight courier service for next Business Day delivery at the other party’s address set forth below, or by telecopy transmission at the other party’s facsimile telephone number set forth below.  Notices given by personal delivery ( i.e. , by the sending party or a messenger) shall be deemed given on the date of delivery. Notices given by overnight courier service shall be deemed given upon deposit with the overnight courier service and Notices given by telecopy transmission shall be deemed given on the date of transmission provided such transmission is completed by 5:00 p.m. (sending party’s local time) on a Business Day, otherwise such delivery shall be deemed to occur on the next succeeding Business Day. If any party’s address is a business, receipt, or the refusal to accept delivery, by a receptionist or by any person in the employ of such party, shall be deemed actual receipt by the party of Notices. The term, Business Day, means any day other than Saturday, Sunday or any other day on which national banks are required or are authorized to be closed in Chicago, Illinois.  Notices may be issued by an attorney for a party and in such case such Notices shall be deemed given by such party.  The parties’ addresses are as follows

13

135699.3

A party’s address for Notice may be changed from time to time by notice given to the other party in the manner herein provided for giving Notice.  Copies of Notices are for informational purposes only, and a failure to give or receive copies of any Notice shall not be deemed a failure to give notice, and shall in no way adversely affect the effectiveness of such Notice given to the addressee party.

14.

Miscellaneous.  

g.

Nothing contained herein shall be construed as creating any rights in persons or entities who are not the parties to this Agreement.  Manager and Owner shall not be construed as joint venturers or partners of each other pursuant to this Agreement, and neither shall have the power to bind or obligate the other except as set forth herein. In all respects, the status of Manager to Owner under this Agreement is that of an independent contractor.  

h.

If any provisions of this Agreement, or the application of any such provisions to parties hereto, shall be held by a court of competent jurisdiction to be unlawful or unenforceable, the remaining provisions of this Agreement shall nevertheless be valid, enforceable and shall remain in full force and effect, and shall not be affected, impaired or invalidated in any manner.  This Agreement, its validity, performance and enforcement shall be construed in accordance with, and governed by, the internal laws of the State of Illinois without regard to conflicts of law principles.

i.

This Agreement shall be binding upon the successors and assigns of Manager and the successors and assigns of Owner and the successors and assigns of Parent Company if and only if the Parent Company is the parent company of the successor or assign of Owner.  This Agreement contains the entire Agreement of the parties relating to the subject matter hereof, and there are no understandings, representations or undertakings by either party except as herein contained. This Agreement may be modified solely by a written agreement executed by both parties hereto.

j.

If any party hereto defaults under the terms or conditions of this Agreement, the defaulting party shall pay the non-defaulting party’s court costs and reasonable attorneys’ fees incurred in the enforcement of any provision of this Agreement.

k.

Either party’s failure to exercise any right under this Agreement shall neither constitute a waiver of any other terms or conditions of this Agreement with

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135699.3

respect to any other or subsequent breach, nor a waiver by that party of its right at any time thereafter to require exact and strict compliance with the terms of this Agreement.

l.

All exhibits attached to this Agreement are hereby incorporated by reference.  

[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

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135699.3

WHEREFORE, the undersigned have executed this Agreement by their duly authorized officers or representatives as of the date first above written.

Legal Description

See attached.

Exhibit 10.4

INVESTMENT ADVISORY AGREEMENT

This INVESTMENT ADVISORY AGREEMENT (the “Agreement”) is made and entered into as of this October 18, 2012, by and between Inland Real Estate Income Trust, Inc., a Maryland corporation (the “REIT”) and IREIT Business Manager & Advisor, Inc. an Illinois corporation (the “Business Manager”) and Inland Investment Advisors, Inc., an Illinois corporation (“Adviser”), an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), for the purpose of setting forth the terms and conditions pursuant to which Adviser will manage the REIT’s assets designed for management hereunder.

RECITALS

WHEREAS, the Business Manager serves as the business manager of the REIT pursuant to the terms and conditions of that certain Business Management Agreement, dated as of October 18, 2012, as it may be amended from time to time, between the Business Manager and the REIT (the “Business Management Agreement”);

WHEREAS, pursuant to Section 2(t) of the Business Management Agreement, the Business Manager has agreed to enter into ancillary agreements with Inland Real Estate Investment Corporation and its affiliates (as defined herein), including the Adviser, to arrange for various services and licenses to be provided for the benefit of the REIT; and

WHEREAS, the Business Manager desires to retain the Adviser, at the Business Manager’s expense, to manage the investments in marketable securities, if any, of the REIT, and the Adviser is willing to manage these investments, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein, the parties hereto agree as follows:

1.

APPOINTMENT AS INVESTMENT ADVISER

The Business Manager and the REIT hereby appoint and retain Adviser as investment adviser and attorney-in-fact on the terms and conditions set forth in this Agreement for those assets of the REIT which the Business Manager or the REIT may from time to time place with Adviser, and any appreciation, income or proceeds thereon (the “Account”).  Adviser accepts the appointment as investment adviser and agrees to manage and direct the investments of the Account, subject to any Investment Guidelines (defined in Section 9 below) communicated to Adviser in advance and in writing.  Adviser assumes responsibility for the investment management of, and all trading decisions for, the Account as of the date assets are placed in the Account.

2.

AUTHORITY OF ADVISER

Adviser has full discretionary authority with respect to the investment and reinvestment of the assets of the Account, subject to the Investment Guidelines.  Adviser, when it deems appropriate, without prior consultation with or notification to the Business Manager or the REIT, may, (a) purchase, sell, exchange, convert and otherwise trade in securities, including but not

1

limited to money market instruments, mutual funds, stocks, options and warrants, on margin or otherwise, (collectively, “Investments”), for such prices, at such times and on such terms as Adviser, in its sole discretion, deems advisable; (b) place orders for the execution of transactions with or through brokers, dealers or issuers Adviser selects in its sole discretion, including broker-dealer with whom Adviser is related; (c) render, furnish and provide advice, analyses and other information concerning the retention, monitoring, performance or termination of other investment advisers or asset managers; (d) negotiate, on REIT’s behalf, the terms and conditions, and execute and deliver all agreements and ancillary documents incidental thereto, necessary to open accounts in the name, or for the benefit, of REIT with such brokers, dealers, advisers, managers, issuers or custodians as Adviser may select with respect to the Account; and (e) act on REIT’s behalf in all matters necessary or incidental to servicing the Account, including all transactions for the Account.  The Business Manager and the REIT will furnish Adviser with all additional powers of attorney and other documentation, if any, necessary to appoint Adviser as agent and attorney-in-fact with respect to the Account, but such powers shall not be construed to authorize Adviser to take any action not authorized by this Agreement.

The foregoing authority shall remain in full force and effect until; (a) revoked by the REIT pursuant to written notice to Adviser, or (b) the termination of this Agreement pursuant to the terms of Section 14 below.  Revocation shall not affect transactions entered into prior to such revocation.

3.

CUSTODIANSHIP

The assets of the Account will be held by the clearinghouse, broker-dealer, bank, trust company or other entity designed and appointed by Adviser, and acceptable to the Business Manager, as custodian of the Account (“Custodian”).  All Investments held in the Account may be registered in the name of the REIT or its nominee or held in street name.  Custodian is responsible for the physical custody of the assets of the Account; for the collection of any interest, dividends or other income attributable to the assets of the Account; and for the exercise of rights and tenders on assets of the Account.  Adviser is not responsible for any loss incurred by reason of any act or omission of Custodian; provided, however, that Adviser will make reasonable efforts to require that Custodian perform its obligations with respect to the Account.

4.

BROKERAGE/RESEARCH

A.

Selection of Broker-dealer.

Adviser may allocate the execution of transactions for the Account to any broker-dealer at prices and commission rates as Adviser, in its good faith judgment, believes are in the best interest of the Account considering relevant surrounding facts and circumstances.  The REIT and Business Manager understand that other brokerage entities may be willing to execute transactions at prices and commission rates that are lower than or different from those charged by the entity selected by Adviser.  The REIT and the Business Manager further understand and acknowledge that Adviser has a relationship with Inland Securities Corporation, a broker-dealer registered with the Securities and Exchange Commission, and that certain transactions on behalf of the Account may be executed through Inland Securities Corporation.  The Inland Group, Inc., as the ultimate corporate parent of each of the Business Manager, Inland Securities Corporation and the Adviser, would benefit from any brokerage commissions paid

2

to Inland Securities Corporation from these transactions.  Although Adviser intends to treat the Business Manager and REIT fairly and act in the best interests of the REIT and the Account in accordance with Adviser’s fiduciary duty, the REIT and the Business Manager understand that The Inland Group, Inc. has an incentive to cause Adviser to execute transactions through Inland Securities Corporation, when possible, to keep any corresponding brokerage commissions within the corporate family.

B.

Research Services.

In determining what is in the Account’s best interest, Adviser will consider the available prices and rates of brokerage commissions, and other relevant factors including, without limitation, execution capabilities, the value of ongoing relationships Adviser may have with various broker-dealer and research and other services, as defined in Section 28(e)(3) of the Securities Exchange Act of 1934.  In addition, Adviser may receive equipment, subscriptions and reimbursement for professional memberships from broker-dealer, and may purchase research and other services directly from vendors, obtaining reimbursement from broker-dealer.  Adviser need not demonstrate that the research and other services are of a direct benefit to the Account.  The commissions paid to the broker-dealer may exceed the amount of commissions another broker-dealer would charge for the same transaction. Such research and other services, moreover, may be available to Adviser on a cash basis.  Adviser will be required to determine, in good faith, that the amount of commissions paid is reasonable in relation to the value of the brokerage, research and other services provided by the broker-dealer, viewed in terms of either the particular transaction or Adviser’s overall responsibilities to all of its clients.  The research and other services provided may relate to a specific transaction placed with the broker-dealer, but for the most part will consist of a wide variety of information useful to the Account, Adviser and Adviser’s other clients.  Adviser’s ability to obtain research and other services is an integral factor in establishing the fees charged by Adviser under this Agreement.

C.

Execution of Transactions by Broker-Dealer.

In effecting transactions at the direction of Adviser, broker-dealer selected by Adviser may effect similar transactions in the same Investment Account and for the accounts of other clients of Adviser.  Broker-dealer may bunch transaction orders and will allocate the Investments so purchased or sold in a bunched order among the participating accounts (including the Account) as Adviser determines to be reasonable.  Adviser may be charged a lesser per unit commission on bunched orders than would otherwise be charged for a non-bunched order, with the savings allocated to the REIT and Adviser’s other clients whose orders are bunched.  In the case of bunched orders, the brokerage commission paid by the REIT will be equal to a pro rata portion of the entire commission charged, determined by multiplying the entire commission by a fraction, the numerator of which is the number of shares allocated to the Account and the denominator of which is the total number of shares purchased or sold in the bunched transaction.

5.

SERVICES TO OTHERS

3

The REIT and the Business Manager understand that Adviser performs investment advisory services for various other clients.  Adviser will allocate investment opportunities over a period of time on a fair and equitable basis relative to all clients.  These allocations will be made on a basis determined by Adviser to be reasonable, which, under appropriate circumstances, may result in a determination that some clients may not purchase or sell the same Investments at the same time as others.  The REIT and the Business Manager acknowledge that Adviser and its principals, employees and affiliates may purchase or sell Investments for their own accounts and that Adviser shall not have any obligation (other than an obligation imposed on it by applicable law, rule or regulation) to purchase or sell, or to recommend for purchase or sale, for the Account, any Investments that Adviser, its principals, employees or affiliates may purchase or sell for its or their own accounts or for the account of any other client.

6.

PROXIES AND RELATED MATTERS

In connection with the services to be rendered by Adviser under this Agreement, Adviser hereby is granted the power as the REIT’s proxy and attorney-in-fact to vote, tender or direct the voting or tendering of all Investments held in the Account and to take actions on behalf of the REIT with respect to Investments including, but not limited to, executing on behalf of the REIT, any consent, request, direction, approval, waiver, objection, appointment or other instrument required or permitted to be signed or executed by the holder of Investments.

7.

REPRESENTATIONS AND WARRANTIES

A.

REIT’s Representations and Warranties.

The REIT hereby represents and warrants to Adviser that: (i) REIT has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by REIT and is the legal, valid and binding agreement of REIT, enforceable against REIT in accordance with its terms; (iii) REIT’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of REIT or any obligations by which REIT is bound, whether arising by contract, operation of law or otherwise; (iv) REIT will deliver to Adviser evidence of REIT’s authority in compliance with such governing documents upon Adviser’s request; and (v) the REIT is the owner of all cash, Investments and other assets in the Account, and there are no restrictions on the pledge, hypothecation, transfer, sale or public distribution of such cash, securities or assets.

B.

Business Manager’s Representations and Warranties.

The Business Manager hereby represents and warrants to Adviser that: (i) Business Manager has the requisite legal capacity and authority to execute, deliver and to perform its obligations under this Agreement; (ii) this Agreement has been duly authorized, executed and delivered by Business Manager and is the legal, valid and binding agreement of Business Manager, enforceable against Business Manager in accordance with its terms; (iii) Business Manager’s execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate any provisions of the governing documents of Business Manager or any obligations by which Business Manager is bound, whether arising by contract,

4

operation of law or otherwise; and (iv) Business Manager will deliver to Adviser evidence of Business Manager’s authority in compliance with such governing documents upon Adviser’s request.

C.

Adviser’s Representations and Warranties.

Adviser hereby represents and warrants to the Business Manager and the REIT that: (i) Adviser is a corporation, duly organized under the laws of the State of Illinois; (ii) this Agreement has been duly authorized, executed and delivered by the Adviser and is the legal, valid and binding agreement of Adviser, enforceable against Adviser in accordance with its terms; (iii) Adviser is an investment adviser registered with the appropriate state and federal regulatory authorities pursuant to the Advisers Act; (iv) Adviser will notify the REIT and the Business Manager of any material change in Adviser’s investment adviser registration within a reasonable time after such change; and (v) Adviser will not engage in any principal or agency cross transactions with respect to the Account without obtaining the prior consent of the REIT.

8.

VALUATION OF ASSETS

In computing the market value of any Investments in the Account, each Investment listed on any exchange shall be valued at the last quoted sale price on the valuation date on the principal exchange on which the Investment is listed or included for quotation.  Any other Investment or assets shall be valued in a manner determined in good faith by Adviser to reflect its or their fair market value.

9.

INVESTMENT GUIDELINES

The REIT is responsible for informing Adviser, in advance and in writing, of any investment or other guidelines, objectives, restrictions, conditions, limitations or directions applicable to, as well as any cash needs of, the Account, from time to time (“Investment Guidelines”), and of any changes or modifications to any such Investment Guidelines; provided, that any change or modification to the Investment Guidelines shall become effective only after at least fifteen (15) days’ advance notice to Adviser (unless Adviser expressly consents to a shorter time period).  The REIT must give Adviser prompt written notice if the REIT deems any Investments made or actions taken on behalf of the Account to be in violation of the Investment Guidelines.  Compliance with the Investment Guidelines shall be determined on the date of purchase for an Investment, based upon the price and characteristics of the Investment on the date of purchase compared to the value of the Account as of the most recent valuation date; the Investment Guidelines shall not be deemed breached as a result of changes in value or status of an Investment following purchase.  The REIT agrees to furnish promptly, or to cause the REIT’s Custodian or agent to furnish, to Adviser, all data and information to be furnished to Adviser hereunder.  Adviser shall have no responsibility with respect to the prudence of the Investment Guidelines relative to the REIT’s investment portfolio, the overall diversification of the REIT’s assets or with respect to any assets of the REIT other than those in the Account.

10.

CLIENT REPORTS AND MEETINGS

Adviser will be responsible for ensuring that Custodian sends to the Business Manager and the REIT a report, as promptly as practical after the end of each calendar month, reflecting:

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(i) all transactions for the Account during such month; (ii) the aggregate market value of all assets for the Account on the last day of such month; and (iii) such other information relating to the Account as reasonably agreed to by Adviser, the Business Manager and the REIT.  Adviser is not responsible for the content of reports furnished by the Custodian or any broker-dealer for the Account.

Adviser will meet with the REIT and the Business Manager and such other persons as the REIT or the Business Manager may designate, on reasonable notice and at reasonable locations, as requested by REIT or the Business Manager, for the purpose of discussing general economic conditions, portfolio performance, investment strategy and other matters relating to the Account.

11.

FEES AND EXPENSES

Business Manager will pay Adviser for the services to be rendered by Adviser under this Agreement in accordance with the fee schedule attached hereto as Schedule A , which may be amended by Adviser from time to time as agreed by Adviser and the Business Manager.  For the avoidance of doubt, the REIT will not have any obligation under this Agreement to pay for the services rendered by Adviser pursuant to this Agreement.  All expenses relating to the investment of the assets of the Account, including without limitation, brokerage commissions, transfer taxes and other fees and expenses in the purchase, sale or other disposition of such assets, shall be the sole responsibility of the Business Manager and the REIT and will be payable from the Account. For the avoidance of doubt, the parties understand and agree that (i) neither the Business Manager nor the REIT will have any obligation under this Agreement to pay any portion of the salaries of the Adviser’s employees or any general overhead costs and expenses of operation of the Adviser and (ii) the Business Manager will neither assert any right to receive nor accept an asset management fee from the REIT with respect to the securities in the Account beyond the amount of the fee that the Business Manager is obligated to pay to the Adviser pursuant to this Agreement.    

12.

ADVISER’S DUTY OF CARE

Neither Adviser nor any of its principals, employees or affiliates will be responsible hereunder for any action, performed or omitted to be performed in good faith or at the direction of the REIT or the Business Manager, or for any errors in judgment in managing the Account.  Adviser and its principals, employees and affiliates will not be responsible for any loss incurred by reason of any act or omission of any broker-dealer or Custodian; provided, however, that Adviser shall make reasonable efforts to require that broker-dealer and Custodians perform their respective obligations.  Adviser, in maintaining its records, does not assume responsibility for the accuracy of information furnished by the REIT, the Business Manager, the Custodian or any other third party over which Adviser does not have control.  Except as expressly set forth in this Agreement, Adviser shall have no discretion, duty or responsibility whatsoever with respect to the control, management or administration of the Account.  Nothing herein in any way constitutes a waiver or limitation of any of the obligations that Adviser may have under federal and state securities laws.

13.

CONFIDENTIAL RELATIONSHIP

Adviser agrees not to disclose any “confidential information” provided to it by the REIT or the Business Manager.  The term “confidential information” shall not include information which:  (a) was in the public domain prior to disclosure by publication or otherwise through no

6

action of Adviser; (b) was already known to Adviser; or (c) was received by Adviser through a source other than the REIT or the Business Manager which is or was not under an obligation of confidentiality to the REIT or the Business Manager.  Further, notwithstanding anything to the contrary herein, Adviser may disclose “confidential information” to its agents and advisors whenever Adviser determines that disclosure is necessary or advisable to provide the services contemplated hereunder. Adviser shall inform all parties who receive disclosure of “confidential information” or who have access to such information of the confidentiality obligations set forth herein, and shall inform the REIT and the Business Manager of disclosure of “confidential information” to any party other than Adviser’s independent public accountants or attorneys.

14.

TERMINATION

This Agreement may be terminated by the REIT, the Business Manager or Adviser at any time on thirty (30) days’ prior written notice.  Furthermore, the REIT or the Business Manager may terminate this Agreement within five (5) business days after execution without penalty.  Except with respect to termination by the REIT or the Business Manager during the five (5) business days after execution, termination of this Agreement will not, in any case, affect or prevent the consummation of any transaction initiated prior to such notice of termination.  All fees will be prorated to the date of termination.

15.

ASSIGNMENT.

No assignment of this Agreement will be made by Adviser without the prior written consent of the REIT and the Business Manager.

16.

AMENDMENT

This Agreement may be amended from time to time with the mutual written consent of the parties hereto.

17.

GOVERNANCE

This Agreement amends and is in substitution of all prior agreements, if any, between the parties with respect to the Account.  This Agreement will be governed by the internal laws of the State of Illinois without regard it choice of law rules.

18.

NOTICES

If to Adviser:

Inland Investment Advisors, Inc.

2901 Butterfield Road

Oak Brook, Illinois  60523

Telephone:  (630) 218-8000

Facsimile:  (630) 218-4955

Attn: Roberta S. Matlin

If to the Business Manager:

IREIT Business Manager & Advisor, Inc.

2901 Butterfield Road

7

Oak Brook, IL 60523

Telephone:  (630) 218-8000

Facsimile:   (630) 218-4955

Attn:  JoAnn M. McGuinness

If to the REIT:

Inland Real Estate Income Trust, Inc.

2901 Butterfield Road

Oak Brook, IL 60523

Telephone:  (630) 218-8000

Facsimile:   (630) 218-4955

Attn:  JoAnn M. McGuinness

19.

RECEIPT OF FORM ADV

The REIT and the Business Manager acknowledge receipt of Part II of Form ADV completed by Adviser, a disclosure statement containing the equivalent information or the information required by Schedule H of Form ADV if the REIT is entering into a wrap fee program sponsored by the Adviser.  If the appropriate disclosure statement was not delivered to the REIT and the Business Manager at least 48 hours prior to the REIT entering into any written or oral advisory contract, then the REIT has the right to terminate the contract without penalty within five business days after entering into this Agreement.  For the purposes of this provision, a contract is considered entered into when all parties to the contract have signed the contract, or in the case of an oral contract, have otherwise signified their acceptance, any other provisions of this contract notwithstanding.

20.

SUCCESSORS

This Agreement inures to the benefit of Adviser and the REIT and their respective successors and assigns and binds the REIT and the Business Manager and any permitted assignees or successors in interest with respect to all transactions, trades, dealings and actions by Adviser after REIT’s insolvency, dissolution or liquidation until such time as the REIT (or its legal representatives) notifies Adviser, in the manner set forth herein, of its intention to terminate this Agreement.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]

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IN WITNESS WHEREOF, the parties hereof have executed this Agreement on the date first written above.

Investment Advisory Agreement

SCHEDULE A

DATED OCTOBER 18, 2012

TO INVESTMENT ADVISORY AGREEMENT

DATED OCTOBER 18, 2012

BETWEEN

INLAND REAL ESTATE INCOME TRUST, INC. (“REIT”)

AND

IREIT BUSINESS MANAGER & ADVISOR, INC. (“Business Manager”)

AND

INLAND INVESTMENT ADVISORS, INC. (“Adviser”)

1.

Fee Schedule as of October 18, 2012:

Business Manager shall pay, or cause to be paid, to the Adviser a fee as remuneration for its services under this Agreement.  The fee shall be paid monthly.  The amount of the fee is based on a per annum rate equal to the applicable percentage listed below that corresponds to the amount of marketable securities under management each month.  For purposes of this agreement, the value of the marketable securities on which the fee is based will be equal to the aggregate carrying value of each marketable security at the end of the relevant month as reported on the monthly statement or report prepared by the broker holding the marketable securities.  The monthly fee will be equal to:

(a) From $1 - $5,000,000 of marketable securities, one percent (1.0%) on a per annum basis.

(b) From $5,000,001 - $10,000,000 of marketable securities, 85 basis points (0.85%) on a per annum basis.

(c) From $10,000,001 - $25,000,000 of marketable securities, 75 basis points (0.75%) on a per annum basis.

(d) From $25,000,001 - $50,000,000 of marketable securities, 65 basis points (0.65%) on a per annum basis.

(e) From $50,000,001 - $100,000,000 of marketable securities, 60 basis points (0.60%) on a per annum basis.

(5) Over $100,000,001 of marketable securities, 50 basis points (0.50%) on a per annum basis.

Exhibit 10.5

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (this “ Agreement ”) made and entered into as of this 18th day of October, 2012 by and among Inland Real Estate Income Trust, Inc., a Maryland corporation (the “ Company ”), Inland Securities Corporation, a Delaware corporation (the “ Dealer Manager ”), and UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “ Escrow Agent ”).

RECITALS

WHEREAS , the Company will issue in a public offering (the “ Offering ”) shares of its common stock, $.001 par value per share (the “ Shares ”), pursuant to a Registration Statement on Form S-11 (Registration No. 333-176775) filed by the Company with the Securities and Exchange Commission, and as amended from time to time (the “ Offering Document ”);

WHEREAS , the Dealer Manager has been engaged by the Company to offer and sell the Shares on a “best efforts” basis through a network of participating broker-dealers (the “ Dealers ”);

WHEREAS , the Company is entering into this Agreement to set forth the terms on which the Escrow Agent will, except as otherwise provided herein, hold and disburse the proceeds from subscriptions for the purchase of the Shares in the Offering until such time as:  (1) in the case of subscriptions received from residents of Pennsylvania (“ Pennsylvania Subscribers ”), the Company has received subscriptions for Shares from persons who are not affiliated with the Company, the Dealer Manager, any Dealer or IREIT Business Manager & Advisor, Inc. (the “ Affiliated Persons ”), resulting in gross offering proceeds of $75,000,000 (the “ $75M Minimum Offering Amount ”); (2) in the case of subscriptions received from residents of Tennessee (“ Tennessee Subscribers ”) and residents of Ohio (“ Ohio Subscribers ”), the Company has received subscriptions for Shares, excluding subscriptions from the Pennsylvania Subscribers, resulting in gross offering proceeds of $20,000,000 (the “ $20M Minimum Offering Amount ”); (3) in cases of subscriptions received from persons other than the Pennsylvania Subscribers, the Tennessee Subscribers and the Ohio Subscribers (the “ Primary Subscribers ” and, together with the Pennsylvania Subscribers, the Tennessee Subscribers and the Ohio Subscribers, the “ Subscribers ”), the Company has received subscriptions for Shares, excluding subscriptions from the Pennsylvania Subscribers, the Tennessee Subscribers and the Ohio Subscribers, resulting in gross offering proceeds of $2,000,000 (the “ $2M Minimum Offering Amount ”);

WHEREAS , the Dealer Manager and the Company desire to establish an escrow account, as further described herein, in which funds received from Subscribers will be deposited, and the Company desires that UMB Bank, N.A. act as escrow agent to the escrow account and Escrow Agent is willing to act in such capacity; and

WHEREAS , the Escrow Agent has engaged DST Systems, Inc. (the “ Processing Agent ”) to receive, examine for “good order” and facilitate subscriptions into the escrow account as further described herein and to act as record keeper, maintaining on behalf of the Escrow Agent the ownership records for the escrow account.  In so acting, the Processing Agent will be

acting solely in the capacity of agent for the Escrow Agent and not in any capacity on behalf of the Company or the Dealer Manager, nor shall they have any interest other than that provided in this Agreement in assets in Processing Agent’s possession as the agent of the Escrow Agent.

AGREEMENT

NOW, THEREFORE, the Company, the Dealer Manager and the Escrow Agent agree to the terms of this Agreement as follows:

1.

Appointment and Commencement of Duties .  The Company hereby appoints the Escrow Agent for purposes of holding the proceeds from the subscriptions for Shares on the terms and conditions set forth herein.  On or prior to the commencement of the Offering, the Company shall establish the Escrow Account (as hereinafter defined).  This Agreement shall be effective on the date on which the Offering Document is declared effective by the Securities and Exchange Commission (the “ SEC ”).  

2.

Operation of the Escrow Account .

(a)

Deposits in the Escrow Account .

(1)

Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the $2M Minimum Offering Amount and funds are distributed from the Escrow Account (as hereinafter defined) in accordance with Section 2(b)(1) , the Primary Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Real Estate Income Trust, Inc.” or a recognizable contraction or abbreviation thereof.  Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the subscription agreement for the Offering (the “ Subscription Agreement ”) for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account.  The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Primary Subscribers (or from the Dealer Manager or Dealers transmitting monies from Primary Subscribers) for the payment of Shares to the Escrow Agent for deposit into a single interest-bearing account entitled “ESCROW ACCOUNT FOR THE BENEFIT OF SUBSCRIBERS FOR COMMON STOCK OF INLAND REAL ESTATE INCOME TRUST, INC.” or such similar designation as the parties may agree (the “ Escrow Account ”).  Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B .  

(2)

Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the $20M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2) , the Tennessee Subscribers will be instructed by the Company, the

2

Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Real Estate Income Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account.  The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Tennessee Subscribers (or from the Dealer Manager or Dealers transmitting monies from Tennessee Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.  Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B .  

(3)

Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the $20M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(2) , the Ohio Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, Escrow Agent for Inland Real Estate Income Trust, Inc.” Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account.  The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Ohio Subscribers (or from the Dealer Manager or Dealers transmitting monies from Ohio Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.  Further, to the extent that payments are remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B .

(4)

Until such time as the Company has received subscriptions for Shares resulting in gross offering proceeds equal to the $75M Minimum Offering Amount and funds are distributed from the Escrow Account in accordance with Section 2(b)(3) and 2(b)(4) , Pennsylvania Subscribers will be instructed by the Company, the Dealer Manager and the Dealers to make checks for subscriptions payable to the order of “UMB Bank, as Escrow Agent for Inland Real Estate Income Trust, Inc.”   Checks or money orders in payment for the purchase price of Shares shall be remitted to the P.O. Box designated within the Subscription Agreement for the receipt of such funds, and drafts, wires, or Automated ClearingHouse (ACH) payments shall be transmitted directly to the Escrow Account.  The Processing Agent will, except as otherwise specified herein, promptly deliver all monies received in good order from Pennsylvania Subscribers (or from the Dealer Manager or Dealers transmitting monies from Pennsylvania Subscribers) for the payment of Shares to the Escrow Agent for deposit into the Escrow Account.  Further, to the extent that payments are

3

remitted by the Processing Agent, the Processing Agent will promptly furnish to the Escrow Agent a list detailing information regarding those subscriptions as set forth in Exhibit B .  

(4)

Deposits shall be held in the Escrow Account until the funds are disbursed in accordance with Section 2(b) .  Prior to disbursement of the funds deposited in the Escrow Account, the funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the instruments of payment are returned to the Escrow Agent for nonpayment prior to the funds being disbursed in accordance with Section 2(b) , the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, electronic mail or facsimile of such nonpayment, and the Escrow Agent shall be authorized to debit the Escrow Account, as applicable, in the amount of the returned payment as well as any interest earned on the amount of such payment and the Processing Agent will delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: (i) the Subscriber’s name and address, (ii) the number of Shares purchased by such Subscriber, and (iii) the amount paid by such Subscriber for the Shares. Until the funds are distributed in accordance with Section 2(b) , neither the Company nor the Dealer Manager will be entitled to any principal funds received into the Escrow Account.

(b)

Distribution of the Escrowed Funds .

(1)

In the event that, at any time on or prior to the close of business on the date that is one year following the commencement of the Offering (the “ Closing Date ”), the total subscription proceeds , excluding for these purposes any funds received from Tennessee Subscribers, Ohio Subscribers and Pennsylvania Subscribers (the “ Primary Proceeds ”), equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company.  Upon receiving written confirmation from the Processing Agent that the Primary Proceeds equal or exceed the $2M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Primary Subscribers, (the “ Primary Funds ”), and any interest earned thereon, and any subscription proceeds thereafter received from the Primary Subscribers shall no longer be subject to the escrow provisions of this Agreement.  

If the Primary Proceeds do not equal or exceed the $2M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Primary Subscribers the Primary Funds, together with any interest earned thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the Primary Funds, together with any interest thereon and IRS Forms 1099, without deduction, penalty or expense, to the

4

respective Primary Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the Primary Funds.  

(2)

Notwithstanding any disbursements in accordance with Section 2(b)(1 ), in that event that, at any time on or prior to the Closing Date, the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, equal or exceed the $20M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company.  Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, equal or exceed the $20M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Tennessee Subscribers and the Ohio Subscribers (the “ TN/OH Funds ”), and any interest earned thereon,  and any subscription proceeds thereafter received from the Tennessee Subscribers and the Ohio Subscribers shall no longer be subject to the escrow provisions of this Agreement.  

If the total subscription proceeds, excluding for these purposes any funds received from Pennsylvania Subscribers, do not equal or exceed the $20M Minimum Offering Amount on or prior to the Closing Date, the Processing Agent shall promptly provide the Escrow Agent the information needed to return to the Tennessee Subscribers and the Ohio Subscribers the TN/OH Funds, together with any interest thereon, and the Escrow Agent shall promptly create and dispatch checks and wires drawn on the Escrow Account to return the TN/OH Funds, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to the respective Tennessee Subscribers and Ohio Subscribers, and the Escrow Agent shall promptly notify the Company and the Dealer Manager of its distribution of the TN/OH Funds.  

(3)

Notwithstanding any disbursements in accordance with Sections 2(b)(1) and 2(b)(2) , in that event that, at any time on or prior to the termination of the Offering, the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $75M Minimum Offering Amount, the Escrow Agent shall promptly notify the Company.  Upon receiving written confirmation from the Processing Agent that the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, equal or exceed the $75M Minimum Offering Amount, the Escrow Agent shall promptly disburse to the Company, by check, ACH or wire transfer, the funds in the Escrow Account representing the gross purchase price for the Shares received from the Pennsylvania Subscribers (the “ Pennsylvania Funds ”), and any interest earned thereon, and any subscription proceeds thereafter received from the Pennsylvania Subscribers shall no longer be subject to the escrow provisions of this Agreement.  

(4)

Notwithstanding the above, in that event that, on or prior to the close of business on the date that is 120 days after the commencement of the

5

Offering (the “ Initial Pennsylvania Period ”), the total subscription proceeds, excluding for these purposes any funds received from Affiliated Persons, do not equal or exceed the $75M Minimum Offering Amount, the Company shall send to each Pennsylvania Subscriber by certified mail within ten calendar days after the end of the Initial Pennsylvania Period a notification of this fact.  If, pursuant to the notification, a Pennsylvania Subscriber requests the return of his or her subscription funds within ten calendar days after receipt of the notification (the “ Pennsylvania Request ”), the Company or its agent shall immediately provide to the Escrow Agent written direction to disburse to each Pennsylvania Subscriber the collected funds deposited in the Escrow Account on behalf of that Pennsylvania Subscriber.  The Escrow Agent shall thereafter refund directly to each Pennsylvania Subscriber the funds deposited in the Escrow Account on behalf of such Pennsylvania Subscriber, or shall return the instruments of payment delivered, but not yet processed for collection, together with any interest earned thereon and IRS Forms 1099, without deduction, penalty or expense, to each Pennsylvania Subscriber, no later than fifteen calendar days after the date of the Pennsylvania Request.  However, the Escrow Agent shall not be required to remit any payments until funds represented by the payments have been collected by the Escrow Agent.

The subscription funds of Pennsylvania Subscribers who do not request the return of their subscription funds within the Request Period shall remain in the Escrow Account for successive 120-day escrow periods (each, a “ Successive Pennsylvania Period ”), each commencing automatically upon the termination of the prior Successive Escrow Period, and the Company and Escrow Agent shall follow the notification and payment procedure set forth above with respect to the Initial Pennsylvania Period for each Successive Pennsylvania Period until the occurrence of the earliest of the date that: (A) the Offering has terminated; (B) the Company has received subscriptions for Shares resulting in gross offering proceeds, excluding for these purposes any funds received from Affiliated Persons, equal to the $75M Minimum Offering Amount; or (C) all funds held in the Escrow Account have been returned to the Pennsylvania Subscribers in accordance with the provisions hereof.

(5)

After the satisfaction of the provisions of Sections 2(b)(1), 2(b)(2) and 2(b)(3) , or any of them, in the event the Company receives subscriptions made payable to the Escrow Agent, subscription proceeds may continue to be received in this account generally, but to the extent that the proceeds shall not be subject to escrow due to the satisfaction of the aforementioned provisions of this Section 2(b) , the proceeds are not subject to this Agreement and at the instruction of the Company to the Escrow Agent, shall be transferred from the Escrow Account or deposited directly into, as the case may be, a commercial deposit account in the name of the Company with the Processing Agent (the “ Deposit Account ”) that has been previously established by the Company, unless otherwise directed by the Company.  The Company hereby covenants and agrees that it shall do all things necessary in order to establish the Deposit Account prior to its use.  No provisions of this Agreement shall apply to the Deposit Account.  

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(6)

If the Company rejects any subscription for which the Escrow Agent has collected funds, the Escrow Agent shall, upon the written request of the Company, promptly issue a refund to the rejected Subscriber.  If the Company rejects any subscription for which the Escrow Agent has not yet collected funds but has submitted the Subscriber’s check for collection, the Escrow Agent shall promptly return the funds in the amount of the Subscriber’s check to the rejected Subscriber after such funds have been collected.  If the Escrow Agent has not yet submitted a rejected Subscriber’s check for collection, the Escrow Agent shall promptly remit the Subscriber’s check directly to the Subscriber.

3.

Escrowed Funds . Upon receipt of the proceeds from the subscriptions for Shares (the “ Escrowed Funds ”), the Escrow Agent shall hold the Escrowed Funds in escrow pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrow Agent shall invest all of the funds deposited as well as earnings and interest derived therefrom in the Escrow Account in the “Short-Term Investments” specified below at the written direction of the Company, unless the costs to the Company for the making of such investment are reasonably expected to exceed the anticipated interest earnings from such investment in which case the funds and interest thereon shall remain in the Escrow Account until the balance in the Escrow Account reaches the minimum amount necessary for the anticipated interest earnings from such investment to exceed the costs to the Company for the making of such investment, as determined by the Company based upon applicable interest rates.

“Short-Term Investments” include obligations of, or obligations guaranteed by, the United States government or bank money-market accounts or certificates of deposit of national or state banks that have deposits insured by the Federal Deposit Insurance Corporation (including certificates of deposit of any bank acting as a depository or custodian for any such funds) which mature on or before the Closing Date, unless such instrument cannot be readily sold or otherwise disposed of for cash by the Closing Date without any dissipation of the offering proceeds invested. Without limiting the generality of the foregoing, Exhibit C hereto sets forth specific Short-Term Investments that shall be deemed permissible investments hereunder. The following securities are not permissible investments:   (a)   money market funds; (b) corporate equity or debt securities; (c) repurchase agreements; (d) bankers’ acceptances; (e) commercial paper; and (f) municipal securities.

The Escrow Agent shall be entitled to sell or redeem any such investment as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption.  Income resulting from the investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement.

The Escrow Agent shall provide to the Company monthly statements (or more frequently as reasonably requested by the Company) on the account balances in the Escrow Account and the activity in the account since the last report.

4.

Duties of the Escrow Agent . The Escrow Agent shall have no duties or responsibilities other than those expressly set forth in this Agreement, and no implied duties or

7

obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent is not a party to, or bound by, the any other agreement among the other parties hereto, and the Escrow Agent’s duties shall be determined solely by reference to this Agreement. The Escrow Agent shall have no duty to enforce any obligation of any person, other than as provided herein. The Escrow Agent shall be under no liability to anyone by reason of any failure on the part of any party hereto or any maker, endorser or other signatory of any document or any other person to perform such person’s obligations under any such document.

5.

Liability of the Escrow Agent; Indemnification . The Escrow Agent acts hereunder as a depository only. The Escrow Agent shall not be liable for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith, and in the exercise of its own reasonable judgment, and may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Escrow Agent), statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by the Escrow Agent to be genuine and to be signed or presented by the proper person(s). The Escrow Agent shall not be held liable for any error in judgment made in good faith by an officer or employee of the Escrow Agent unless it shall be proved that the Escrow Agent was negligent or reckless in ascertaining the pertinent facts or acted intentionally in bad faith. The Escrow Agent shall not be bound by any notice of demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties and, if the duties or rights of the Escrow Agent are affected, unless it shall give its prior written consent thereto.

The Escrow Agent may consult legal counsel and shall exercise reasonable care in the selection of such counsel, in the event of any dispute or question as to the construction of any provisions hereof or its duties hereunder, and it shall incur no liability and shall be fully protected in acting in accordance with the reasonable opinion or instructions of such counsel.

The Escrow Agent shall not be responsible, may conclusively rely upon and shall be protected, indemnified and held harmless by the Company, for the sufficiency or accuracy of the form of, or the execution, validity, value or genuineness of any document or property received, held or delivered by it hereunder, or of the signature or endorsement thereon, or for any description therein; nor shall the Escrow Agent be responsible or liable in any respect on account of the identity, authority or rights of the persons executing or delivering or purporting to execute or deliver any document, property or this Agreement.

The Company, hereby agrees to indemnify the Escrow Agent for, and to hold it harmless against any loss, liability or expense incurred in connection herewith without negligence, recklessness or misconduct on the part of the Escrow Agent, including without limitation legal or other fees arising out of or in connection with its entering into this Agreement and carrying out its duties hereunder, including without limitation the costs and expenses of defending itself against any claim of liability in the premises or any action for interpleader.  The Escrow Agent shall not be under any obligation to institute or defend any action, suit, or legal proceeding in connection herewith, unless first indemnified and held harmless to its satisfaction in accordance with the foregoing, except that it shall not be indemnified against any loss resulting from its own

8

negligence, recklessness or misconduct.  Subject to the applicable statute of limitations such indemnity shall survive the termination or discharge of this Agreement or resignation of the Escrow Agent.

6.

The Escrow Agent’s Fee . Escrow Agent shall be entitled to fees and expenses for its regular services as Escrow Agent as set forth in Exhibit A .

7.

Security Interests . No party to this Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.

8.

Dispute . In the event of any disagreement between the undersigned or the person or persons named in the instructions contained in this Agreement, or any other person, resulting in adverse claims and demands being made in connection with or for any papers, money or property involved herein, or affected hereby, the Escrow Agent shall be entitled to refuse to comply with any demand or claim, as long as such disagreement shall continue, and in so refusing to make any delivery or other disposition of any money, papers or property involved or affected hereby, the Escrow Agent shall not be or become liable to the undersigned or to any person named in such instructions for its refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to refuse and refrain to act until: (a) the rights of the adverse claimants shall have been fully and finally adjudicated in a Court assuming and having jurisdiction of the parties and money, papers and property involved herein or affected hereby, or (b) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified thereof in writing, signed by all the interested parties.

9.

Resignation of Escrow Agent. Escrow Agent may resign or be removed, at any time, for any reason, by written notice of its resignation or removal to the proper parties at their respective addresses as set forth herein, at least sixty days before the date specified for such resignation or removal to take effect.  Upon the effective date of such resignation or removal:

(a)

all cash and other payments and all other property then held by the Escrow Agent hereunder shall be delivered by it to such successor escrow agent as may be designated in writing by the Company, whereupon the Escrow Agent’s obligations hereunder shall cease and terminate; or

(b)

if no such successor escrow agent has been designated by such date: (i) all obligations of the Escrow Agent hereunder shall, nevertheless, cease and terminate, and the Escrow Agent’s sole responsibility thereafter shall be to keep all property then held by it and to deliver the same to a person designated in writing by the Company or in accordance with the directions of a final order or judgment of a court of competent jurisdiction; and (ii) the Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor agent and may pay into court all monies and property deposited with the Escrow Agent under this Agreement.

10.

Notices . All notices, demands and requests required or permitted to be given under the provisions hereof must be in writing and shall be deemed to have been sufficiently given, upon receipt, if (i) personally delivered, (ii) sent by telecopy and confirmed by phone or

9

(iii) delivered by overnight courier service, such as Federal Express or UPS, delivered to the addresses set forth below, or to such other address as a party shall have designated by notice in writing to the other parties in the manner provided by this paragraph:

10

11.

Governing Law . This Agreement shall be construed and enforced in accordance with the laws of the State of Illinois without regard to the principles of conflicts of law.

12.

Binding Effect; Benefit . This Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties hereto.

13.

Modification . This Agreement may be amended, modified or terminated at any time by a writing executed by the Dealer Manager, the Company and the Escrow Agent.

14.

Assignability . This Agreement shall not be assigned by the Escrow Agent without the Company’s prior written consent.

15.

Counterparts . This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law.

16.

Headings . The section headings contained in this Agreement are inserted for convenience only, and shall not affect in any way, the meaning or interpretation of this Agreement.

17.

Severability . This Agreement constitutes the entire agreement among the parties and supersedes all prior and contemporaneous agreements and undertakings of the parties in connection herewith. No failure or delay of the Escrow Agent in exercising any right, power or remedy may be, or may be deemed to be, a waiver thereof; nor may any single or partial exercise of any right, power or remedy preclude any other or further exercise of any right, power or remedy. In the event that any one or more of the provisions contained in this Agreement, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

18.

Earnings Allocation; Tax Matters; Patriot Act Compliance; OFAC Search Duties . The Company or its agent shall be responsible for all tax reporting under this Agreement. The Company shall provide to Escrow Agent upon the execution of this Agreement any documentation requested and any information reasonably requested by the Escrow Agent to comply with the USA Patriot Act of 2001, as amended from time to time. The Escrow Agent, or its agent, shall complete an OFAC search, in compliance with its policy and procedures, of each subscription check and shall inform the Company if a subscription check fails the OFAC search.  The Dealer Manager shall provide a copy of each subscription check in order that the Escrow Agent, or its agent, may perform such OFAC search.  

19.

Miscellaneous . This Agreement shall not be construed against the party preparing it, and shall be construed without regard to the identity of the person who drafted it or the party who caused it to be drafted and shall be construed as if all parties had jointly prepared this

11

Agreement and it shall be deemed their joint work product, and each and every provision of this Agreement shall be construed as though all of the parties hereto participated equally in the drafting hereof; and any uncertainty or ambiguity shall not be interpreted against any one party. As a result of the foregoing, any rule of construction that a document is to be construed against the drafting party shall not be applicable.

 20.

Termination of the Agreement . This Agreement, except for Sections 5 and 9 hereof, which shall continue in effect, shall terminate upon written notice from the Company to the Escrow Agent.   Unless otherwise provided, final termination of this Agreement shall occur on the date that all funds held in the Escrow Account are distributed either (a) to the Company or to Subscribers and the Company has informed the Escrow Agent in writing to close the Escrow Account or (b) to a successor escrow agent upon written instructions from the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Escrow Agreement as of the day and year first above written.

Signature Page — Escrow Agreement

Fees specified are for the regular, routine services contemplated by the Agreement, and any additional or extraordinary services, including, but not limited to disbursements involving a dispute or arbitration, or administration while a dispute, controversy or adverse claim is in existence, will be charged based upon time required at the then standard hourly rate.  In addition to the specified fees, postage, shipping and courier costs will be reimbursable. Acceptance and first year annual fees will be payable at the initiation of the escrow and annual fees will be payable in advance thereafter. Other fees and expenses will be billed as incurred.

EXHIBIT B

Form of Subscriber List

DST Systems, Inc. hereby notifies UMB Bank, N.A., as escrow agent, a national banking association organized and existing under the laws of the United States of America (the “ Escrow Agent ”), that, as of the date set forth below, the following subscribers have submitted subscription funds for the purchase of shares of common stock of the Inland Real Estate Income Trust, Inc. (the “ Shares ”), such subscription funds have been deposited with Escrow Agent:

1.

Name of Subscriber

Address

Tax Identification Number

Number of Shares subscribed for

Amount of money paid and deposited with Escrow Agent

2.

Name of Subscriber

Address

Tax Identification Number

Number of Shares subscribed for

Amount of money paid and deposited with Escrow Agent

…

Name of Subscriber

Address

Tax Identification Number

Number of Shares subscribed for

Amount of money paid and deposited with Escrow Agent

_____________________

By:____________________________________

Name:_________________________________

Title:__________________________________

Date: ______________________ ____, 200___

EXHIBIT C

Permissible Escrow Investments