0001193125-15-025639 Sample Contracts

SECOND AMENDED AND RESTATED DEALER MANAGER AGREEMENT
Dealer Manager Agreement • January 29th, 2015 • Dividend Capital Diversified Property Fund Inc. • Real estate investment trusts • Colorado

This Second Amended and Restated Dealer Manager Agreement (this “Agreement”) amends, restates and replaces in full that certain Dealer Manager Agreement dated February 8, 2013, as amended by Amendment No. 1 dated May 31, 2013, Amendment No. 2 dated June 26, 2013 and Amendment No. 3 dated March 20, 2014, by and between Dividend Capital Diversified Property Fund Inc., a Maryland corporation (the “Company”) and Dividend Capital Securities LLC (the “Dealer Manager”).

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FORM OF SELECTED DEALER AGREEMENT
Selected Dealer Agreement • January 29th, 2015 • Dividend Capital Diversified Property Fund Inc. • Real estate investment trusts • Colorado

Dividend Capital Securities LLC, as the dealer manager (“Dealer Manager”) for Dividend Capital Diversified Property Fund 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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