0001047469-06-000793 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF DIVIDEND CAPITAL TOTAL REALTY OPERATING PARTNERSHIP LP A DELAWARE LIMITED PARTNERSHIP JANUARY 23, 2006
Limited Partnership Agreement • January 24th, 2006 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Delaware

This Second Amended and Restated Limited Partnership Agreement (this "Agreement") is entered into this 23rd day of January, 2006, 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.

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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 • January 24th, 2006 • Dividend Capital Total Realty Trust Inc. • Real estate investment trusts • Colorado

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of January 23, 2006, 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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