0001047469-05-016051 Sample Contracts

FORM OF LIMITED PARTNERSHIP AGREEMENT OF DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP [ ] , 2005

Limited Partnership Agreement • May 27th, 2005 • Dividend Capital Total Realty Trust Inc. • Delaware

• Contract Type
  Limited Partnership Agreement
• Filed
  May 27th, 2005
• Company
  Dividend Capital Total Realty Trust Inc.
• Jurisdiction
  Delaware

This Limited Partnership Agreement (this "Agreement") is entered into this day of , 2005, between Dividend Capital Total Realty Trust, Inc., a Maryland corporation (the "General Partner") and the Limited Partners set forth on Exhibit A attached hereto. Capitalized terms used herein but not otherwise defined shall have the meanings given them in Article 1.

FORM of ADVISORY AGREEMENT among DIVIDEND CAPITAL TOTAL REALTY TRUST INC., DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP and DIVIDEND CAPITAL TOTAL ADVISORS LLC

Advisory Agreement • May 27th, 2005 • Dividend Capital Total Realty Trust Inc. • Colorado

• Contract Type
  Advisory Agreement
• Filed
  May 27th, 2005
• Company
  Dividend Capital Total Realty Trust Inc.
• Jurisdiction
  Colorado

THIS ADVISORY AGREEMENT, dated as of [ ], 2005, 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.