0001104659-03-027473 Sample Contracts

AMENDED AND RESTATED ADVISORY AGREEMENT DIVIDEND CAPITAL TRUST INC.
Advisory Agreement • November 26th, 2003 • Dividend Capital Trust Inc • Real estate investment trusts • Colorado

THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of November 21, 2003, as amended, is between Dividend Capital Trust Inc., a Maryland corporation (the “Company”), and Dividend Capital Advisors LLC, a Colorado limited liability company (the “Advisor”) and amends the Advisory Agreement (the “Original Agreement”) dated as of July 11, 2002 by and among the same parties.

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AMENDED AND RESTATED DEALER MANAGER AGREEMENT November 21, 2003
Dealer Manager Agreement • November 26th, 2003 • Dividend Capital Trust Inc • Real estate investment trusts • Colorado

Dividend Capital Trust Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of 30,000,000 shares of its common stock, $.01 par value per share (the “Offering”), of which amount 1,000,000 shares are to be sold upon exercise of soliciting dealer warrants to be issued to Dividend Capital Securities LLC (the “Dealer Manager”) or to broker-dealers participating in the Offering, with the balance of 29,000,000 shares (the “Shares” or the “Stock”) to be issued and sold for an aggregate purchase price of $290,000,000 (25,000,000 shares to be offered to the public and 4,000,000 shares to be offered pursuant to the Company’s dividend reinvestment plan). Such Stock is to be sold for a per share cash purchase price of $10.00. 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 the Dealer Manager). Terms not defined herein shall have the same meaning as in the

FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • November 26th, 2003 • Dividend Capital Trust Inc • Real estate investment trusts • Colorado

Dividend Capital Securities LLC, as the dealer manager (“Dealer Manager”) for Dividend Capital Trust Inc. (the “Company”), a Maryland corporation which will be taxed as a real estate investment trust, invites you (the “Dealer”) to participate in the distribution of shares of common stock (“Shares”) of the Company subject to the following terms:

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