0001047469-08-003564 Sample Contracts

FIFTH AMENDED AND RESTATED ADVISORY AGREEMENT among DIVIDEND CAPITAL TOTAL REALTY TRUST INC., DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP and DIVIDEND CAPITAL TOTAL ADVISORS LLC
Advisory Agreement • March 28th, 2008 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Colorado

THIS FIFTH AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of March 19, 2008, is among Dividend Capital Total Realty Trust Inc., a Maryland corporation (the “Company”), Dividend Capital Total Realty Operating Partnership LP, a Delaware limited partnership, and Dividend Capital Total Advisors LLC, a Delaware limited liability company.

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DEALER MANAGER AGREEMENT
Dealer Manager Agreement • March 28th, 2008 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • New York

As described in more detail below, on June 11, 2007, Dividend Capital Total Realty Trust Inc., a Maryland corporation (the “Company”), filed a registration statement, Registration No.333-143662, with the SEC for an offering (the “Offering”) of up to $2,000,000,000 in shares (the “Shares” or the “Stock”) of its common stock, $.01 par value per share, comprised of a maximum amount of Shares set forth in the Prospectus (as defined below) that will be issued and sold to the public at the public offering price per share set forth in the Prospectus and a maximum amount of Shares set forth in the Prospectus that will be offered pursuant to the Company’s distribution reinvestment plan (subject to the Company’s right to reallocate such Share amounts, as described in the Prospectus). In connection with the Offering, the minimum purchase by any one person shall be 200 Shares (except as otherwise indicated in the Prospectus or in any letter or memorandum from the Company to Dividend Capital Securi

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