AMLI RESIDENTIAL PROPERTIES TRUST
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh_101.txt
<TEXT>
EXHIBIT 10.1
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          ASSIGNMENT AND ASSUMPTION OF LIMITED PARTNERSHIP INTEREST
          ---------------------------------------------------------


            THIS ASSIGNMENT (this "Assignment") is made and entered into as
of the 15 day of November, 2004, by and between The Comptroller of the
State of New York as Trustee of the Common Retirement Fund, a New York
trust ("Assignor"), and AMLI RESIDENTIAL PROPERTIES, L.P., a Delaware
limited partnership ("Assignee").


                                  RECITALS
                                  --------

      A.    Assignor is the sole limited partner in Acquiport/Wynnewood
Farms, L.P., a Delaware limited partnership (the "Partnership"), pursuant
to that certain Amended and Restated Agreement of Limited Partnership of
the Partnership, dated as of December 22, 1998, as amended (the
"Partnership Agreement"; capitalized terms used herein and not defined
herein shall have the meanings given them in the Partnership Agreement).

      B.    The Partnership owns real property located at 5433 West 133rd
Terrace in Overland Park, Kansas, upon which the Partnership owns, operates
and manages an apartment community known as Amli at Wynnewood Farms (the
"Community").

      C.    Assignor desires to assign and Assignee desires to acquire all
of Assignor's right, title and interest in and claims against the
Partnership including Assignor's limited partnership interest (the
"Assigned Interest") and all interests, rights and obligations under the
Partnership Agreement with respect to the Assigned Interest only, as
hereinafter provided.

            NOW, THEREFORE, in consideration of the foregoing Recitals, and
the warranties and mutual covenants set forth herein, Assignor and Assignee
hereby agree as follows:

            1.    ASSIGNMENT OF ASSIGNED INTEREST.  Assignor hereby sells,
assigns, transfers, conveys and delivers to Assignee, free and clear from
any liens, encumbrances or defects of title, and Assignee hereby accepts,
acquires and takes assignment and delivery of, the Assigned Interest,
including, but not limited to, all right, title and interest in and to and
claims against the properties (real and personal), capital, cash flow
distributions, profits and losses of the Partnership relating or allocable
to the Assigned Interest.

            2.    PURCHASE PRICE.  In consideration of the sale,
assignment, transfer, conveyance and delivery of the Assigned Interest,
upon the execution hereof Assignee shall pay to Assignor cash in the amount
of $16,559,786, determined in accordance with SCHEDULE A hereto and as
adjusted in accordance with Section 4 below (the "Purchase Price").  The
Purchase Price is based upon a total agreed Partnership value of
$22,265,000.  The Purchase Price shall be paid on the Effective Date by
wire transfer to such account as shall be provided in writing by Assignor.










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            3.    EFFECTIVE DATE.  The assignment herein made is effective
as of the date of this Assignment (the "Effective Date").  For all periods
up to, but not including, the Effective Date, that portion of the net
profits or net losses of the Partnership that are allocable to the Assigned
Interest in accordance with the Partnership Agreement shall be credited,
charged or distributed, as the case may be, to Assignor and not to Assignee
and, for all periods from and after the Effective Date, as more fully
described in Section 4 and Section 12, that portion of the net profits or
net losses of the Partnership allocable to the Assigned Interest shall be
credited, charged or distributed, as the case may be, to Assignee and not
to Assignor.

            4.    PRORATIONS.

            (a)   On or prior to January 31, 2005, Assignor and Assignee
      shall determine the prorations set forth in this Section 4.  Any
      payments owing as a result of such prorations shall be made as soon
      as reasonably practicable after such determination is reached.  For
      purposes of making the prorations, the Effective Date shall belong to
      Assignee and all prorations hereinafter provided to be made as of the
      Effective Date shall each be made as of the end of the day before the
      Effective Date.  In each such proration set forth below, the portion
      thereof applicable to periods beginning as of the Effective Date
      shall be credited or charged to Assignee and the portion thereof
      applicable to periods ending immediately prior to the Effective Date
      shall be credited or charged to Assignor.

                  1.    TAXES AND ASSESSMENTS.  General real estate taxes
            and assessments imposed by governmental authority and any
            assessments imposed by private covenant constituting a lien or
            charge on the Community for all tax periods through and
            including the then current calendar year or other current tax
            period (collectively, "Taxes") not yet due and payable shall be
            prorated; PROVIDED, HOWEVER, that an initial estimated
            proration of Taxes for all periods prior to the Effective Date
            has been reflected in the Purchase Price as set forth on
            SCHEDULE A hereto.  If a final tax bill for any period is
            available prior to the proration under this Section 4(a), the
            Taxes for such period shall be allocated on a fair and
            equitable basis according to this Section 4(a) as a final
            proration, with a final and complete proration of Taxes for all
            other tax periods, for which final tax bills are not available
            prior to the proration under this Section 4(a), to be made
            pursuant to Section 4(b); PROVIDED, that, if the final tax
            bills for all periods are available prior to the proration
            under this Section 4(a), the Taxes and all other items to be
            prorated shall be allocated on a fair and equitable basis
            according to this Section 4(a) as a final proration.

                  2.    REVENUES.  All collected rent and other collected
            income (and any applicable state or local tax on rent) under
            apartment leases in effect on or prior to the Effective Date
            shall be prorated.  Uncollected rent and other income shall not
            be prorated.  Assignee agrees to make all reasonable efforts to
            collect, and to cause the Partnership to collect, any rents
            applicable to the period prior to the Effective Date.  Such
            rents paid by tenants on or after the Effective Date relating
            to their occupancy of the Community prior to the Effective Date
            shall be prorated on an if, as and when collected basis
            (without delaying such proration until January 31, 2005 or any
            earlier date).  Any amount collected by Assignee on or after
            the Effective Date from tenants who owe rent for periods prior
            to the Effective Date shall be applied (i) first, in payment of
            rent for the period (if any) after the month in which the
            Effective Date occurs through the end of the month in which
            such amount is collected if the rent for such month is then due




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            and payable, (ii) second, in payment of rent for the month in
            which the Effective Date occurs, and (iii) third, in payment of
            rent for the months preceding the month in which the Effective
            Date occurs to the extent rent for such months preceding the
            Effective Date remains unpaid.  Any prepaid rents for the
            period on or after the Effective Date shall be credited to
            Assignee.

                  3.    UTILITIES.  Utilities, including water, sewer,
            electric, and gas, based upon the last reading of meters prior
            to the Effective Date shall be prorated.  The Partnership shall
            endeavor to obtain meter readings on the day before the
            Effective Date, and if such readings are obtained, the
            proration of such items shall be based upon such readings.

                  4.    FEES AND CHARGES UNDER SERVICE CONTRACTS.  Fees and
            charges under contracts for the provision of services to the
            Partnership based upon the periods to which such service
            contracts relate shall be prorated.

                  5.    EXPENSES; CASH.  All other costs and expenses of
            the Partnership not otherwise specifically set forth in this
            Section 4(a) shall be prorated; provided, however, the parties
            acknowledge and agree that the costs of winding up the
            Partnership and preparing the final tax returns for the
            Partnership shall be borne as if incurred immediately before
            the Effective Date.

            (b)   If a final proration with respect to any Taxes cannot be
      made under this Section 4 on or before January 31, 2005, then
      Assignee and Assignor agree to perform a final proration of such
      Taxes and any other remaining undetermined items on a fair and
      equitable basis as soon as the applicable tax bills for such tax
      periods (or the applicable bills for such other remaining
      undetermined items) are available, with final adjustment to be made
      as soon as reasonably possible thereafter.  Payments in connection
      with the final adjustment shall be made as soon as reasonably
      practicable after such final adjustment is agreed upon.

            (c)   Assignor shall have reasonable access to, and the right
      to inspect and audit, the Partnership's books to confirm the
      prorations.  Any such audit shall be at Assignor's sole cost and
      expense.

            5.    REPRESENTATIONS OF ASSIGNOR.  Assignor hereby represents
and warrants to Assignee that:

            (a)   Assignor is duly organized and validly existing under the
      laws of the state of its organization and has been duly authorized by
      all necessary and appropriate action to enter into this Assignment
      and to consummate the transactions contemplated hereby.  This
      Assignment is a valid and binding obligation of Assignor, enforceable
      against Assignor in accordance with its terms, except insofar as
      enforceability may be affected by bankruptcy, insolvency or similar
      laws affecting creditor's rights generally and the availability of
      any particular equitable remedy.

            (b)   Assignor is the record and beneficial owner of all of the
      Assigned Interest, free and clear of any lien, claim, option, call,
      right of first refusal, charge, encumbrance, restriction on transfer
      (other than any restriction under the Securities Act of 1933, as
      amended, or state securities or "blue sky" laws) or other right of
      any other party.  The Assigned Interest represents all of Assignor's
      ownership interest in the Partnership.






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            (c)   Assignor's execution and delivery of this Assignment, its
      performance of its obligations hereunder and its consummation and the
      validity of the transactions contemplated hereby do not require it to
      obtain any consent, approval or action of, or make any filing with or
      give any notice to, any corporation, person or firm or any public,
      governmental or regulatory body or judicial authority, which has not
      been previously obtained.

            6.    REPRESENTATIONS OF ASSIGNEE.  Assignee hereby represents
and warrants to Assignor that:

            (a)   Assignee is duly organized and validly existing under the
      laws of the state of its organization and has been duly authorized by
      all necessary and appropriate action to enter into this Assignment
      and to consummate the transactions contemplated hereby.  This
      Assignment is a valid and binding obligation of Assignee, enforceable
      against Assignee in accordance with its terms, except insofar as
      enforceability may be affected by bankruptcy, insolvency or similar
      laws affecting creditor's rights generally and the availability of
      any particular equitable remedy.

            (b)   Assignee's execution and delivery of this Assignment, its
      performance of its obligations hereunder and its consummation and the
      validity of the transactions contemplated hereby do not require it to
      obtain any consent, approval or action of, or make any filing with or
      give any notice to, any corporation, person or firm or any public,
      governmental or regulatory body or judicial authority, which has not
      been previously obtained.

            7.    ASSUMPTION BY ASSIGNEE.  Assignee hereby (i) accepts the
Assigned Interest and all rights of Assignor under the Partnership
Agreement in respect thereof and (ii) assumes (A) all of the liabilities of
the Partnership as they relate to the Assigned Interest accruing on or
after the date of this Assignment and (B) all obligations of Assignor under
the Partnership Agreement in respect of the Assigned Interest, and agrees
to be bound by the provisions thereof with respect thereto; provided,
however, that such assumption shall not be construed to convert any
nonrecourse liabilities to recourse liabilities nor shall it be construed
to revive any barred indebtedness or to waive any defense or limitation
with respect to any such liabilities.  In no event shall the liabilities
assumed by Assignee include any federal or state income tax liabilities of
Assignor relating to the Partnership or the Assigned Interest incurred or
accrued, whether known or unknown, as of the Effective Date.

            8.    NO BROKERS.  No broker, finder or similar intermediary
has acted for or on behalf of, or is entitled to any broker's, finder's or
similar fee or other commission from, Assignor or Assignee or any of their
respective Affiliates in connection with this Assignment or the
transactions contemplated hereby.  Assignor agrees to indemnify and hold
Assignee free and harmless, and Assignee agrees to indemnify and hold
Assignor free and harmless, from and against any and all claims, demands,
suits, causes of action, controversies, liabilities, costs, expenses, and
losses, including, without limitation, reasonable attorneys' fees and
expenses, that the indemnified party may suffer as a result of any claims
made or suits brought by any broker, salesperson, agent or finder who
claims to have introduced or to have been retained by the indemnifying
party in connection with this transaction.

            9.    FURTHER ASSURANCES.  Each party, at its sole cost and
expense, upon request of the other party, shall execute and deliver such
further instruments and do or cause to be done such further acts as may be
necessary to be done by such party to effectuate and confirm the assignment
of the Assigned Interest and the other matters set forth herein.  Without
limiting the foregoing, Assignor agrees to deliver to Assignee on the
Effective Date any Partnership property in its control or possession,
including any original copies of insurance policies.




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            10.   MUTUAL RELEASE.

            (a)   As of the Effective Date, except as explicitly provided
      in this Assignment or except where such liabilities arise from or are
      caused by the gross negligence, willful misconduct or fraud of
      Assignee or its Affiliates, as the case may be, Assignor, on its
      behalf and on behalf of each of its Affiliates and each of their
      respective representatives, agents, successors, assigns, officers,
      directors, members, managers, employees and each of them
      (collectively, the "Assignor Parties") hereby irrevocably waives,
      releases and discharges, absolutely and forever, Assignee, the
      Partnership and each of their Affiliates from any and all liabilities
      to Assignor or the other Assignor Parties of any kind and nature
      whatsoever (including in respect of any rights of contribution or
      indemnification) in respect of facts, events, circumstances or
      conditions occurring or arising prior to the Effective Date.

            (b)   As of the Effective Date, except as explicitly provided
      in this Assignment or except where such liabilities arise from or are
      caused by the gross negligence, willful misconduct or fraud of
      Assignor or its Affiliates, as the case may be, Assignee, on its
      behalf and on behalf of each of its Affiliates and each of their
      respective representatives, agents, successors, assigns, officers,
      directors, members, managers, employees and each of them
      (collectively, the "Assignee Parties") hereby irrevocably waives,
      releases and discharges, absolutely and forever, the Assignor and
      each of its Affiliates, from any and all liabilities to Assignee, the
      Partnership, or the other Assignee Parties of any kind and nature
      whatsoever (including in respect of any rights of contribution or
      indemnification) in respect of facts, events, circumstances or
      conditions occurring or arising prior to the Effective Date.

            (c)   Notwithstanding anything to the contrary in paragraphs
      (a) and (b) above, nothing in this Section 10 shall be construed as a
      waiver or release by or in favor of either party with respect to any
      rights either of them may have pursuant to this Assignment.

            11.   Indemnification.

            (a)   Assignee hereby agrees to indemnify and hold Assignor
      free and harmless from and against any and all actions, causes of
      action, or suits brought against it by third parties (each, a "Third
      Party Claim") for losses, liabilities, damages and expenses,
      including, without limitation, reasonable attorneys' fees and
      disbursements (collectively, "Damages") arising from any such Third
      Party Claim, incurred by Assignor as a result of or relating to
      Assignor's status as a limited partner of the Partnership, except to
      the extent such Damages are caused by the gross negligence, willful
      misconduct or fraud of Assignor.

            (b)   Assignor shall give notice as promptly as practicable to
      Assignee of the assertion of any Third Party Claim; PROVIDED, that
      the failure of Assignor to give notice shall not relieve Assignee of
      its obligations under this Section 11 except to the extent (if any)
      that Assignee shall have been prejudiced thereby.  Assignee may, at
      its election and own expense, upon notice to Assignor, assume the
      defense thereof.  If Assignee assumes such defense, Assignor shall
      have the right (but not the obligation) to participate in the defense
      thereof and to employ counsel, at its own expense, separate from the
      counsel employed by Assignee.  Whether or not Assignee chooses to
      defend or prosecute any such Third Party Claim, each of the parties
      hereto shall cooperate in the defense or prosecution thereof.








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            12.   TAX MATTERS.  On the Effective Date, there shall be an
interim closing of the Partnership's books and all items of the
Partnership's Profits and Losses for the current fiscal year up to (but not
including) the Effective Date shall be allocated to Assignor and Assignee
in accordance with the Partnership Agreement.  Assignee shall cause the
Partnership to prepare the tax return of the Partnership for the portion of
the current fiscal year up to (but not including) the Effective Date (the
"Termination Tax Return") as a result of the termination of the Company for
tax purposes under Section 708(b)(1)(B) of the Internal Revenue Code of
1986, as amended.  Assignee shall provide Assignor with a copy of the
Termination Tax Return for Assignee's review and approval (which shall not
be unreasonably withheld or delayed) prior to filing such return with the
Internal Revenue Service.  Assignor and Assignee shall each file all
required federal, state and local income tax returns and related returns
and reports in a timely manner consistent with the foregoing and as
required by law.

            13.   SUCCESSORS AND ASSIGNS.  This Assignment shall be binding
upon and inure to the benefit of Assignor and Assignee and the respective
heirs, legal representatives, successors and assigns of each.

            14.   SURVIVAL OF REPRESENTATIONS.  The representations,
warranties, covenants, indemnities and agreements of the parties contained
in this Assignment are the only such terms made or relied upon by the
parties and shall survive the consummation of the transactions contemplated
hereby.

            15.   MODIFICATION AND WAIVER.  No supplement, modification,
waiver or termination of this Assignment or any provision hereof shall be
binding unless executed in writing by the parties to be bound thereby.  No
waiver of any of the provisions of this Assignment shall constitute a
waiver of any other provision (whether or not similar), nor shall such
waiver constitute a continuing waiver unless otherwise expressly provided.

            16.   GOVERNING LAW.  This Assignment shall be construed and
enforced in accordance with the laws of the State of Delaware applicable to
agreements made and to be performed entirely within said state.

            17.   RECOURSE TO AMLI RESIDENTIAL PROPERTIES TRUST.  ANYTHING
CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, NO PERSONAL LIABILITY OR
PERSONAL DEFICIENCY JUDGMENT SHALL BE ASSERTED OR ENFORCED AGAINST ANY
PARTNERS OF AMLI RESIDENTIAL PROPERTIES TRUST (THE GENERAL PARTNER OF THE
ASSIGNEE), AGAINST THE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS,
SHAREHOLDERS OR PRINCIPALS OF SUCH PARTNERS, OR AGAINST THE ASSETS OF ANY
SUCH PARTIES, FOR PAYMENT OF ANY AMOUNT HEREUNDER OR FOR OBSERVANCE OR
PERFORMANCE OF ANY OF THE OBLIGATIONS OF AMLI RESIDENTIAL PROPERTIES TRUST,
ASSIGNEE OR THE PARTNERSHIP.  NOTHING CONTAINED ABOVE SHALL LIMIT THE
REMEDIES AGAINST ANY PERSON FOR SUCH PERSON'S FRAUD OR INTENTIONAL
MISCONDUCT, IN WHICH EVENT SUCH REMEDIES SHALL BE DETERMINED BY APPLICABLE
LAW.

            18.   ENTIRE AGREEMENT.  This Assignment contains all of the
understandings and agreements of whatsoever kind and nature existing
between Assignor and Assignee with respect to the subject matter hereof,
and any and all other prior agreements between the parties with respect to
such subject matter are hereby superseded.

            19.   HEADINGS.  All headings used herein are inserted for
convenience and ease of reference only and shall not be considered in the
construction or interpretation of any provision of this Assignment.

            20.   SEVERABILITY.  If any provisions of this Assignment shall
be held by a court of competent jurisdiction to be contrary to law or
public policy, or otherwise unenforceable, the remaining provisions shall
remain in full force and effect and a court of competent jurisdiction shall
supply a provision or provisions to replace the affected provision(s) which
most closely approximates the original intent of the parties.



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            21.   LIMITED RECOURSE FOR THE COMMON RETIREMENT FUND.
ANYTHING CONTAINED HEREIN TO THE CONTRARY NOTWITHSTANDING, NO PERSONAL
LIABILITY OR PERSONAL DEFICIENCY JUDGMENT SHALL BE ASSERTED OR ENFORCED
AGAINST THE STATE OF NEW YORK OR THE COMPTROLLER OF THE STATE OF NEW YORK,
AGAINST THE TRUSTEES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SHAREHOLDERS
OR PRINCIPALS OF SUCH PARTIES, OR AGAINST THE ASSETS OF ANY SUCH PARTIES,
FOR PAYMENT OF ANY AMOUNT HEREUNDER OR FOR OBSERVANCE OR PERFORMANCE OF ANY
OF THE OBLIGATIONS OF THE NEW YORK STATE COMMON RETIREMENT FUND OR THE
PARTNERSHIP.

            22.   WINDING-UP OF PARTNERSHIP.  The parties acknowledge and
agree that, as a result of the purchase of the Assigned Interest, the
Partnership will be dissolved and wound-up as a matter of law and that, as
a matter of law, all of the assets and all interests of the Partnership
shall devolve upon Assignee as the sole partner as a matter of law.  The
Assignee, as the sole general partner of the Partnership, is hereby
authorized and directed to take all actions and make all filings,
consistent with this Agreement, to reflect such dissolution and devolution.


            23.   COUNTERPARTS.  This Assignment may be executed in
counterparts, each of which shall be deemed an original but all of which
shall constitute one and the same instrument.


                          *     *     *     *     *













































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            IN WITNESS WHEREOF, this Assignment is executed as of the day
and year first above written.


                              ASSIGNOR:
                              --------

                              ALAN G. HEVESI, COMPTROLLER OF THE
                              STATE OF NEW YORK, as Trustee of The New York
                              State Common Retirement Fund


                              By:   /s/ David Loglisci
                                    ------------------------------
                                    Name:   David Loglisci
                                    Title:


                              ASSIGNEE:
                              --------

                              AMLI RESIDENTIAL PROPERTIES, L.P.

                              By:   AMLI Residential Properties Trust,
                                    Its general partner


                                    By:   /s/ Fred Shapiro
                                          ------------------------------
                                          Name:  Fred Shapiro
                                          Title: Senior Vice President







































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                                 SCHEDULE A

                        Calculation of Purchase Price





Partnership Value                                          $22,265,000

Assignor's percentage interest                                     75%

Value of Assignor's partnership interest                   $16,698,750

LESS:  Assignor's share of unpaid real
       estate taxes accrued by the Partnership
       and relating to all periods prior to
       the Effective Date (1)                              $   138,964

Purchase Price to be paid to Assignor by
  Assignee on the Effective Date                           $16,559,786



  (1) This amount reflects the Assignor's pro rata portion of the
      Partnership's estimated real estate taxes for all periods prior to
      the Effective Date and which the Partnership has not yet paid as of
      the Effective Date.  Because the Partnership makes distributions to
      its partners on a cash basis, this amount reflects the excess
      distributions received by Assignor from the Partnership as a result
      of non-payment of the taxes.  The Purchase Price is, therefore,
      reduced by this amount.  A final proration of the real estate taxes
      will be completed in accordance with Section 4 of the Assignment upon
      receipt by the Partnership of the final tax bill.

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