Exhibit
10.3


 





 


FORM OF SELECTED
DEALER AGREEMENT


 


Ladies and
Gentlemen:


 


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:


 


I.                                         Dealer
Manager Agreement


 


The Dealer Manager has entered into a Amended and
Restated Dealer Manager Agreement with the Company dated November 21,
2003, in the form attached hereto as Exhibit “A.”  By your acceptance of this Agreement, you will become one of the
Dealers referred to in such Agreement between the Company and the Dealer
Manager and will be entitled and subject to the indemnification provisions
contained in such Agreement, including the provisions of Section 4 of such
Agreement wherein the Dealers severally agree to indemnify and hold harmless
the Company, the Dealer Manager and each officer and director thereof, and each
person, if any, who controls the Company and the Dealer Manager within the
meaning of the Securities Act of 1933, as amended.  Except as otherwise specifically stated herein, all terms used in
this Agreement have the meanings provided in the Dealer Manager Agreement.  The Shares are offered solely through
broker-dealers who are members of the National Association of Securities
Dealers, Inc. (“NASD”).


 


Dealer hereby agrees to use its best efforts to sell
the Shares for cash on the terms and conditions stated in the Prospectus.  Nothing in this Agreement shall be deemed or
construed to make Dealer an employee, agent, representative or partner of the
Dealer Manager or of the Company, and Dealer is not authorized to act for the
Dealer Manager or the Company or to make any representations on their behalf
except as set forth in the Prospectus and such other printed information
furnished to Dealer by the Dealer Manager or the Company to supplement the
Prospectus (“supplemental information”).


 


The Company has filed
with the Securities and Exchange Commission (the “Commission”) a registration
statement, including a prospectus (the “Prospectus”), for the registration of
the offering of the Shares under the Securities Act of 1933, as amended (the
“Securities Act”).  Such registration
statement has been declared effective by the Commission. The offering of the
shares has also been qualified in all fifty states of the United States, Puerto
Rico and the District of Columbia.  The
Dealer Manager will provide the Dealer as many copies of the Prospectus as the
Dealer may from time to time reasonably request.


 


II.                                     Submission
of Orders


 


Those persons who purchase Shares will be instructed
by the Dealer to make their checks payable to “Dividend Capital Trust
Inc.”  Any Dealer receiving a check not
conforming to the foregoing instructions shall return such check directly to
such subscriber not later than the end of the next business day following its
receipt.  Checks received by the Dealer
which conform to the foregoing instructions 


 

















 


shall be transmitted for deposit pursuant to one of
the methods in this Article II. 
Transmittal of received investor funds will be made in accordance with
the following procedures:


 


Where, pursuant to the Dealer’s internal supervisory
procedures, internal supervisory review is conducted at the same location at
which subscription documents and checks are received from subscribers, checks
will be transmitted in care of the Dealer Manager by the end of the next
business day following receipt by the Dealer for deposit to Dividend Capital
Trust Inc.


 


Where, pursuant to the Dealer’s internal supervisory
procedures, final and internal supervisory review is conducted at a different
location, checks will be transmitted by the end of the next business day
following receipt by the Dealer to the office of the Dealer conducting such
final internal supervisory review (the “Final Review Office”).  The Final Review Office will in turn by the
end of the next business day following receipt by the Final Review Office,
transmit such checks for deposit by the escrow agent appointed for the
Offering.


 


III.                                 Pricing


 


Shares shall be offered to the public at the offering
price of $10.00 per Share payable in cash. 
Except as otherwise indicated in the Prospectus or in any letter or
memorandum sent to the Dealer by the Company or Dealer Manager, a minimum
initial purchase of 200 Shares is required. 
Except as otherwise indicated in the Prospectus, additional investments
may be made in cash in minimal increments of at least 10 Shares.  The Shares are nonassessable.  Dealer hereby agrees to place any order for
the full purchase price.


 


IV.                                 Dealers’
Commissions


 


Except for discounts described in or as otherwise
provided in the “Plan of Distribution” section of the Prospectus, the
Dealer’s selling commission applicable to the total public offering price of
Shares sold by Dealer which it is authorized to sell hereunder is 6.0% (or 7.0%
where the purchaser elects to pay a deferred commission) of the gross proceeds
of Shares sold by it and accepted and confirmed by the Company, which
commission will be paid by the Dealer Manager. 
For these purposes, a “sale of Shares” shall occur if and only if a
transaction has closed with a securities purchaser pursuant to all applicable
offering and subscription documents and the Company has thereafter distributed
the commission to the Dealer Manager in connection with such transaction.  The Dealer hereby waives any and all rights
to receive payment of commissions due until such time as the Dealer Manager is
in receipt of the commission from the Company. 
The Dealer affirms that the Dealer Manager’s liability for commissions
payable is limited solely to the proceeds of commissions receivable associated
therewith.  In addition, as set forth in
the Prospectus, the Dealer Manager may reallow out of its dealer manager fee
certain marketing fee and due diligence expense reimbursements based on the
gross proceeds of Shares sold by Dealers participating in the offering of
Shares, based on such factors as the number of Shares sold by such
participating Dealer, the assistance of such participating Dealer in marketing
the offering of Shares, and bona fide conference fees incurred.


 


The parties hereby agree that the foregoing commission
is not in excess of the usual and customary distributors’ or sellers’
commission received in the sale of securities similar to the Shares, that
Dealer’s interest in the offering is limited to such commission from the Dealer
Manager and Dealer’s indemnity referred to in Section 4 of the Dealer
Manager Agreement, that the Company is not liable or responsible for the direct
payment of such commission to the Dealer.


 


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V.                                     Payment


 


Payments of selling commissions will be made by the
Dealer Manager (or by the Company as provided in the Dealer Manager Agreement)
to Dealer within 30 days of the receipt by the Dealer Manager of the gross
commission payments from the Company.


 


VI.                                 Right
to Reject Orders or Cancel Sales


 


All orders, whether initial or additional, are subject
to acceptance by and shall only become effective upon confirmation by the
Company, which reserves the right to reject any order.  Orders not accompanied by a Subscription
Agreement and Signature Page and the required check in payment for the Shares
may be rejected. Issuance and delivery of the Shares will be made only after
actual receipt of payment therefor. If any check is not paid upon presentment,
or if the Company is not in actual receipt of clearinghouse funds or cash,
certified or cashier’s check or the equivalent in payment for the Shares within
15 days of sale, the Company reserves the right to cancel the sale without
notice. In the event an order is rejected, canceled or rescinded for any
reason, the Dealer agrees to return to the Dealer Manager any commission
theretofore paid with respect to such order.


 


VII.                             Prospectus
and Supplemental Information


 


Dealer is not authorized or permitted to give and will
not give, any information or make any representation concerning the Shares
except as set forth in the Prospectus and any additional sales literature which
has been approved in advance in writing by the Dealer Manager (“Supplemental
Information”).  The Dealer Manager will
supply Dealer with reasonable quantities of the Prospectus, any supplements
thereto and any amended Prospectus, as well as any Supplemental Information,
for delivery to investors, and Dealer will deliver a copy of the Prospectus and
all supplements thereto and any amended Prospectus to each investor to whom an
offer is made prior to or simultaneously with the first solicitation of an
offer to sell the Shares to an investor. 
The Dealer agrees that it will not send or give any supplements thereto
and any amended Prospectus to that investor unless it has previously sent or
given a Prospectus and all supplements thereto and any amended Prospectus to
that investor or has simultaneously sent or given a Prospectus and all
supplements thereto and any amended Prospectus with such supplemental
information.  Dealer agrees that it will
not show or give to any investor or prospective investor or reproduce any
material or writing which is supplied to it by the Dealer Manager and marked
“dealer only” or otherwise bearing a legend denoting that it is not to be used
in connection with the sale of Shares to members of the public. Dealer agrees
that it will not use in connection with the offer or sale of Shares any
material or writing which relates to another Company supplied to it by the
Company or the Dealer Manager bearing a legend which states that such material
may not be used in connection with the offer or sale of any securities other
than the Company to which it relates. 
Dealer further agrees that it will not use in connection with the offer
or sale of Shares any materials or writings which have not been previously
approved by the Dealer Manager in writing. 
Each Dealer agrees, if the Dealer Manager so requests, to furnish a copy
of any revised preliminary Prospectus to each person to whom it has furnished a
copy of any previous preliminary Prospectus, and further agrees that it will
itself mail or otherwise deliver all preliminary and final Prospectuses
required for compliance with the provisions of Rule 15c2-8 under the Securities
Exchange Act of 1934.  Regardless of the
termination of this Agreement, Dealer will deliver a Prospectus in transactions
in the Shares for a period of 90 days from the effective date of the
Registration Statement or such longer period as may be required by the
Securities Exchange Act of 1934.  On
becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply
with all the applicable requirements under the Securities Act of 1933, and the
Securities Exchange Act of 1934.


 


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VIII.                         License
and Association Membership


 


Dealer’s
acceptance of this Agreement constitutes a representation to the Company and
the Dealer Manager that Dealer is a properly registered or licensed broker-dealer,
duly authorized to sell Shares under Federal and state securities laws and
regulations and in all states where it offers or sells Shares, and that it is a
member in good standing of the NASD. 
This Agreement shall automatically terminate if the Dealer ceases to be
a member in good standing of such association. 
Dealer agrees to notify the Dealer Manager immediately if Dealer ceases
to be a member in good standing of the NASD. 
The Dealer Manager also hereby agrees to abide by the Rules of Fair
Practice of the NASD and to comply with Rules 2730, 2740, 2420, 2440 and 2750
of the NASD Conduct Rules.


 


IX.                                Limitation
of Offer


 


Dealer will offer Shares only to persons who meet the
financial qualifications set forth in the Prospectus or in any suitability
letter or memorandum sent to it by the Company or the Dealer Manager and will
only make offers to persons in the states in which it is advised in writing by
the Dealer Manager that the Shares are qualified for sale or that such
qualification is not required.  In
offering Shares, Dealer will comply with the provisions of the Rules of Fair
Practice set forth in the NASD Manual, as well as all other applicable rules
and regulations relating to suitability of investors, including without
limitation, the provisions of Article III.C. of the Statement of Policy
Regarding Real Estate Investment Trusts of the North American Securities
Administrators Association, Inc.


 


X.                                    Termination


 


Dealer will suspend or terminate its offer and sale of
Shares upon the request of the Company or the Dealer Manager at any time and
will resume its offer and sale of Shares hereunder upon subsequent request of
the Company or the Dealer Manager.  Any
party may terminate this Agreement by written notice.  Such termination shall be effective 48 hours after the mailing of
such notice.  This Agreement is the
entire agreement of the parties and supersedes all prior agreements, if any,
between the parties hereto.


 


This Agreement may be amended at any time by the
Dealer Manager by written notice to the Dealer, and any such amendment shall be
deemed accepted by Dealer upon placing an order for sale of Shares after he has
received such notice.


 


XI.                                Notice


 


All notices will be in writing and will be duly given
to the Dealer Manager when mailed to 518 17th Street, 17th
Floor, Denver, Colorado 80202, and to Dealer when mailed to the address
specified by Dealer herein.


 


XII.                            Attorney’s
Fees and Applicable Law


 


In any action to enforce the provisions of this
Agreement or to secure damages for its breach, the prevailing party shall
recover its costs and reasonable attorney’s fees.  This Agreement shall be construed under the laws of the State of
Colorado and shall take effect when signed by Dealer and countersigned by the
Dealer Manager.


 


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THE DEALER
MANAGER:


 


	
   

  	
  DIVIDEND CAPITAL
  SECURITIES LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Mark D. Quam

  
	
   

  	
  Managing
  Principal

  



 


We have read the
foregoing Agreement and we hereby accept and agree to the terms and conditions
therein set forth.  We hereby represent
that the list below of jurisdictions in which we are registered or licensed as
a broker or dealer and are fully authorized to sell securities is true and
correct, and we agree to advise you of any change in such list during the term
of this Agreement.


 


1.  IDENTITY OF DEALER:


 


	
  Company Name:

  
	
   

  	
   

  
	
  Type of entity:

  	
   

  	
   

  
	
   

  	
  (Corporation,
  Partnership or Proprietorship)

  
	
   

  	
   

  
	
  Organized in the
  State of:

  
	
   

  
	
  Licensed as
  broker-dealer all States: Yes         No
         

  
	
   

  
	
  If no, list all
  States licensed as broker-dealer:

  
				



 


 


Tax ID #:


 


2.  Person to receive notices delivered pursuant
to the Selected Dealer Agreement.


 


Name:


 


Company:


 


Address:                                               


 


City, State and
Zip:


 


Telephone:


 


Fax:


 


AGREED TO AND
ACCEPTED BY THE DEALER:


 


	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (Dealer’s Firm
  Name)

  



 


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  By:

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  



 


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