**Exhibit 14.1**

 

**DIVIDEND CAPITAL TRUST INC.**

 

**CODE OF BUSINESS CONDUCT AND ETHICS**

 

**Introduction**

 

It is the policy ofDividend Capital Trust Inc. (the “Company”) that our business be conducted inaccordance with the highest moral, legal and ethical standards.  Our reputation for integrity is our mostimportant asset and each employee and director must contribute to the care andpreservation of that asset.

 

This reputation forintegrity is the cornerstone of the public’s faith and trust in our Company; itis what provides us an opportunity to serve our investors, customers and otherstakeholders.  A single individual’smisconduct can do much to damage a hard-earned reputation.  No code of business conduct or ethics caneffectively substitute for the thoughtful behavior of an ethical director,officer or employee.  This Code ofBusiness Conduct and Ethics (the “Code”) is presented to assist you in guidingyour conduct to enhance the reputation of our Company.

 

The Code is draftedbroadly.  In that respect, it is theCompany’s intent to exceed the minimum requirements of the law and industrypractice.  Mere compliance with theletter of the law is not sufficient to attain the highest ethical standards.  Good judgment and great care must also beexercised to comply with the spirit of the law and of this Code.

 

The provisions of theCode apply to you, your spouse and members of your immediate family.  In addition, it covers any partnership,trust, or other entity, which you, your spouse or members of your immediatefamily control.

 

The Company intends toenforce the provisions of this Code vigorously.  Violations could lead to sanctions, including dismissal in thecase of an employee, as well as, in some cases, civil and criminal liability.

 

Inevitably, the Codeaddresses questions and situations that escape easy definition.  No corporate code can cover every possiblequestion of business practice.  Therewill be times when you are unsure about how the Code applies.  When in doubt, ask before you act.

 

Upholding the Code is theresponsibility of every employee and director. Department heads are responsible for Code enforcement in theirdepartments and managers are accountable for the employees who report to them.

 

Certain provisions of theCode may also be discussed in more detail in a Policies and Procedures Manual(the “Manual”). The provisions in a Manual shall control over any inconsistentprovisions of this Code. You are therefore advised to consult a Manual asapplicable.

 

**Questions About the Code; Reporting Suspected Violations**

 

This Code is not intendedto be a comprehensive rulebook and cannot address every situation that you mayface.  If you are faced with a difficultbusiness decision that is not addressed in this Code, ask yourself thefollowing questions:

 

•                                          Isit legal?

 

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•                                          Isit honest and fair?

•                                          Isit in the best interests of the Company?

•                                          Howdoes this make me feel about myself and the Company?

•                                          WouldI feel comfortable if an account of my actions were published with my name inthe newspaper?

 

If you still feeluncomfortable about a situation or have any doubts about whether it isconsistent with the Company’s high ethical standards, seek help.  We encourage you to contact your supervisorfor help first.  If your supervisorcannot answer your question or if you do not feel comfortable contacting yoursupervisor, contact the Compliance Officer, (Phil Perrone), by telephone at(303) 226-4847, or by e-mail at pperrone@dividendcapital.com.  If you feel appropriate action is not beingtaken, you should contact the Chief Executive Officer or, in cases relating tothe financial reporting of the Company, the chairman of the audit committee ofthe Board of Directors.  You are notrequired to identify yourself when reporting a violation.

 

The Company has adopted aWhistleblowing and Whistleblower Policy to enable the anonymous andconfidential submission by employees of complaints or concerns regarding (i) aviolation of applicable laws, regulations, or business ethics standards, or aquestionable accounting or auditing matter, and (ii) the receipt, retention andtreatment of employee complaints or concerns regarding such matters.  Please consult this policy as necessary.

 

**Confidentiality and Policy Against Retaliation**

 

To the extent possible,we will endeavor to keep confidential the identity of anyone reporting aviolation of the Code.  You will betreated with dignity and respect, your concerns will be seriously addressed andyou will be informed of the outcome.  Wewill also keep confidential the identities of employees about whom allegationsof violations are brought, unless or until it is established that a violationhas occurred.  It is the Company’spolicy that retaliation against employees who report actual or suspected Codeviolations is prohibited; anyone who attempts to retaliate against suchemployees will be subject to disciplinary action, up to and includingdismissal.

 

**Conflicts Of Interest**

 

The Company relies on theintegrity and loyalty of our employees and directors to maintain the highestlevel of objectivity in performing their duties.  Each employee and director has a duty of honesty and loyalty tothe Company, to further its aims and goals and to work on behalf of its bestinterests with the highest level of integrity. Each employee is expected to exercise extreme caution in any situationin which your personal interests conflict, or have the appearance ofconflicting, with those of the Company. Individuals must not allow personal considerations or relationships toinfluence them in any way when representing the Company in business dealings.

 

A conflicting situationcan arise when an employee or director takes actions or has interests that maymake it difficult to perform work on behalf of the Company objectively andeffectively.  Conflicts also arise whenan employee or director, or a member of his or her family, receives improperpersonal benefits as a result of his or her position with the Company.  Loans to, or guarantees of obligations of,such persons are of special concern. The consequences of such behavior have the potential to do great harm tothe Company and all employees and directors by disrupting business andundermining public confidence.  Employeesand directors are expected to be totally free of any competing interest whenmaking business decisions.

 

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All employees anddirectors must exercise great care any time their personal interests mightconflict with those of the Company.  Theappearance of a conflict often can be as damaging as an actual conflict.  Prompt and full disclosure is always thecorrect first step towards identifying and resolving any potential conflict ofinterest.  Non-employee directors areexpected to make appropriate disclosures to the Board of Directors and to takeappropriate steps to recuse themselves from Board decisions with respect totransactions or other matters involving the Company as to which they areinterested parties or with respect to which a real or apparent conflict ofinterest exists.

 

The following sectionsreview several common problems involving conflicts of interest.  The list is not exhaustive.  Each individual has a special responsibilityto use his or her best judgment to assess objectively whether there might beeven the appearance of acting for reasons other than to benefit the Company,and to discuss any conflict openly and candidly with the Company.

 

*Payments and Gifts*

 

Employees who deal withthe Company’s lenders, tenants, suppliers or other third parties are placed ina special position of trust and must exercise great care to preserve theirindependence.  As a general rule, noemployee should ever receive a payment or anything of value in exchange for adecision involving the Company’s business. Similarly, no employee of the Company should ever offer anything ofvalue to government officials or others to obtain a particular result for theCompany.  Bribery, kickbacks or otherimproper payments have no place in the Company’s business.

 

The Company recognizesexceptions for token gifts of nominal value or customary businessentertainment, when a clear business purpose is involved.  If you are in doubt about the policy’sapplication, the Compliance Officer should be consulted.

 

*Personal Financial Interests; Outside Business Interests*

 

Employees should becautious of any outside financial interests that might be in conflict with theinterests of the Company.  With theexception of the Dividend Capital Advisors LLC, the Company’s advisor, and itsaffiliates, no employee may have any significant direct or indirect financial interest in, or anybusiness relationship with, a person or entity that is a material tenant,contractor, real estate broker/agent, partner, lender or competitor of theCompany.  A financial interest includesany interest as an owner, creditor or debtor. Indirect interests include those through an immediate family member orother person acting on his or her behalf. This policy does not apply to an employee’s arms-length purchases ofgoods or services for personal or family use, or to the ownership of shares ina publicly held corporation.

 

Employees should notengage in outside jobs or other business activities that compete with theCompany in any way.  Further, anyoutside or secondary employment (“moonlighting”) may interfere with the jobbeing performed for the Company and is discouraged.  Under no circumstances may employees have outside interests thatare in any way detrimental to the best interests of the Company.

 

You must disclose to theCompliance Officer any personal activities or financial interests that couldnegatively influence, or give the appearance of negatively influencing, yourjudgment or decisions as a Company employee. The Compliance Officer will then determine if there is a conflict and,if so, how to resolve it without compromising the Company’s interests.

 

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*Loans or Other Financial Transactions*

 

No employee may obtainloans or guarantees of personal obligations from, or enter into any otherpersonal financial transaction with, any company that is a material tenant,contractor, real estate broker/agent, partner, lender or competitor of theCompany.  This guideline does notprohibit arms-length transactions with recognized banks, brokerage firms, otherfinancial institutions or any company that is a material tenant, contractor,real estate broker/agent, partner, lender or competitor, except that loans orguarantees of personal obligations are prohibited from any material contractorsor broker/agents under any circumstance.

 

*Corporate Boards*

 

The director of anorganization has access to sensitive information and charts the course of theentity.  If you are invited to serve asa director of an outside organization, the Company must take safeguards to shieldboth the Company and you from even the appearance of impropriety.  For that reason, any employee invited tojoin the board of directors of another organization (including a nonprofit orother charitable organization) must obtain the approval of the ComplianceOfficer.  Directors who are invited toserve on other boards should promptly notify the Chairman.

 

*Corporate Opportunities*

 

Directors and employeesof the Company have a primary business and ethical responsibility to theCompany to avoid any activity or relationship that may interfere, or have theappearance of interfering, with the performance of the official duties of theirrespective positions in the Company. Moreover, directors and employees of the Company should not usecorporate property, information or position for improper personal gain, norshould such persons compete with the Company directly or indirectly. At thesame time, directors and employees should be permitted to pursue personalbusiness interests that present no real threat to the duty they owe to theCompany to promote its legitimate interests when the opportunity to do soarises.

 

Corporate opportunitiescan include opportunities closely related to the business of the Company andany opportunities that accrue to the director or employee as a result of hisposition with the Company.  Prior topursuing a business opportunity that could just as easily be taken by theCompany, the director or employee shall be required to first offer the opportunityto the Company and fully disclose the opportunity to the Board ofDirectors.  The Board of Directors shallmake the final determination as to whether a particular opportunity can betaken by the director or employee.  TheCompany must, through the Board of Directors, waive any right to the corporateopportunity in order to take the opportunity for himself or herself.

 

The Board of Directorsmay consider the following factors in making its determination:

 

•                  whetherthe opportunity is presented to the director or employee in his individual andnot his/her corporate capacity;

 

•                  whetherthe opportunity is essential to the Company;

 

•                  whetherthe Company holds an interest or expectancy in the opportunity; and

 

•                  whetherthe director or employee has wrongfully employed the resources of the Companyin pursuing or exploiting the opportunity.

 

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In the event that theBoard of Directors determines that the director or employee can pursue theopportunity, such opportunity shall be disclosed to the extent required by lawor as may be approved by the Board of Directors in the appropriate publicfiling of the Company with the Securities and Exchange Commission and any otherregulatory agencies as applicable.

 

**Use and Protection of Company Assets**

 

Proper use and protectionof the Company’s assets is the responsibility of all employees.  Company facilities, materials, equipment,information and other assets should be used only for conducting the Company’sbusiness and are not to be used for any unauthorized purpose.  Employees should guard against waste andabuse of Company assets in order to improve the Company’s productivity.

 

**Confidentiality**

 

One of the Company’s mostimportant assets is its confidential corporate information.  The Company’s legal obligations and itscompetitive position often mandate that this information remain confidential.

 

Confidential corporateinformation relating to the Company’s financial performance (e.g. quarterlyfinancial results of the Company’s operations) or other transactions or eventscan have a significant impact on the value of the Company’s securities.  Premature or improper disclosure of suchinformation may expose the individual involved to onerous civil and criminalpenalties.

 

You must not discloseconfidential corporate information to anyone outside the Company, except for alegitimate business purpose (such as contacts with the Company’s accountants orits outside lawyers).  Even within theCompany, confidential corporate information should be discussed only with thosewho have a need to know the information. Your obligation to safeguard confidential corporate informationcontinues even after you leave the Company.

 

The same rules apply toconfidential information relating to other companies with which we do business. In the course of the many pending orproposed transactions that this Company has under consideration at any giventime, there is a great deal of non-public information relating to othercompanies to which our employees may have access.  This could include “material” information that is likely toaffect the value of the securities of the other companies.

 

Employees and directorswho learn material information about suppliers, customers, venture partners,acquisition targets or competitors through their work at the Company must keepit confidential and must not buy or sell stock in such companies until afterthe information becomes public. Employees and directors must not give tips about such companies toothers who may buy or sell the stocks of such companies.

 

**Dealings With the Press and Communications With the Public**

 

The Company’s ChiefExecutive Officer is the Company’s principal spokesman. If someone outside theCompany asks you questions or requests information regarding the Company, itsbusiness or financial results, do not attempt to answer.  All requests for information – fromreporters, securities analysts, shareholders or the general public – should bereferred to the Chief Executive Officer, who will handle the request ordelegate it to an appropriate person.

 

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**Accounting Matters**

 

*Internal Accounting Controls*

 

The Company places thehighest priority on “best practices” disclosure.  Our annual reports, quarterly reports and press releases, andother public disclosure of the Company’s financial results, reflect howseriously we take this responsibility.

 

Each employee shares thisresponsibility with senior management and the Board of Directors and must helpmaintain the integrity of the Company’s financial records.  This Code cannot include a review of anyextensive accounting requirements the Company must fulfill.  To meet these obligations however, theCompany must rely on employee truthfulness in accounting practices.  Employees must not participate in anymistreatment of the Company’s accounts. No circumstances justify the maintenance of “off-the-books” accounts tofacilitate questionable or illegal payments. We trust that every employee understands that protecting the integrityof our information gathering, information quality, internal control systems andpublic disclosures is one of the highest priorities we have as a company.

 

If you ever observeconduct that causes you to question the integrity of our internal accountingcontrols and/or disclosure, or you otherwise have reason to doubt the accuracyof our financial reporting, it is imperative that you bring these concerns toour attention immediately.  You shouldconsult the Company’s Whistleblowing and Whistleblower Policy to learn how to,and to whom you should, report any concerns. Retaliation of any kind against any employee for raising these issues isstrictly prohibited and will not be tolerated.

 

*Improper Influence on the Conduct of Audits*

 

It is unlawful for anyofficer or director of the Company, or any other person acting under thedirection of such person, to take any action to fraudulently influence, coerce,manipulate, or mislead the independent accountants engaged in the performanceof an audit of the Company’s financial statements for the purpose of renderingsuch financial statements materially misleading. Any such action is a violationof this Code.  Types of conduct thatmight constitute improper influence include the following:

 

•                  Offeringor paying bribes or other financial incentives, including offering futureemployment or contracts for non-audit services,

 

•                  Providingan auditor with inaccurate or misleading legal analysis,

 

•                  Providingan auditor with inaccurate or misleading information,

 

•                  Threateningto cancel or canceling existing non-audit or audit engagements if the auditorobjects to the Company’s accounting practices or procedures,

 

•                  Seekingto have a partner removed from the audit engagement because the partner objectsto the Company’s accounting practices or procedures,

 

•                  Blackmailing,and

 

•                  Makingphysical threats.

 

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Any employee or directorwho engages in such conduct will be subject to sanctions under the Code,including dismissal in the case of an employee, in addition to potential civiland criminal liability.

 

**Records Retention**

 

You should retaindocuments and other records for such period of time as you and your colleagueswill reasonably need such records in connection with the Company’s businessactivities.  All documents not requiredto be retained for business or legal reasons, including draft work product,should not be retained and should be destroyed in order to reduce the high costof storing and handling the vast amounts of material that would otherwiseaccumulate.  However, under unusualcircumstances, such as litigation, governmental investigation or if required byapplicable state and federal law and regulations, the Compliance Officer maynotify you if retention of documents or other records is necessary.

 

**Legal Compliance**

 

Pertinent laws of everyjurisdiction in which the Company operates must be followed.  Each employee is charged with theresponsibility of acquiring sufficient knowledge of the laws relating to his orher particular duties in order to recognize potential dangers and to know whento seek legal advice.  In any instancewhere the law is ambiguous or difficult to interpret, the matter should bereported to the Company’s management who in turn will seek legal advice fromthe Company’s legal counsel as appropriate. 

 

**Transactions Involving Company Securities**

 

“Insider trading” refersgenerally to buying or selling a security while in possession of material,non-public information about the security. Insider trading is illegal and against Company policy. Such trading cancause significant harm to the reputation for integrity and ethical conduct ofthe Company.  Federal securities lawsimpose civil and criminal penalties upon persons who use inside informationwhen buying and selling securities or who give inside information to others whouse it when buying or selling securities. Liability for violating the laws against “insider trading” can extendnot only to the Company’s senior executives, but also to the Company’semployees and directors and to relatives and friends of those persons.

 

No employee, officer,director, or agent of the Company may trade in the securities of the Company ifhe or she possesses material, non-public (i.e., “inside”) informationabout the Company.  In addition, aninsider who is aware of inside information must not disclose such informationto family, friends, business or social acquaintances, other employees (unlesssuch employees have a position with the Company giving them a right and a needto know), or other third parties.  Aninsider may not discuss material information or make trades in the market whileaware of material information until the third business day after the materialinformation has been made public.

 

Inside information aboutthe Company that is not known to the investing public may include, among otherthings: strategic plans; significant capital investment plans; negotiationsconcerning acquisitions or dispositions; major new contracts (or the loss of amajor contract); other favorable or unfavorable business or financialdevelopments or prospects; a change in control or a significant change inmanagement; impending securities splits, securities dividends or changes individends to be paid; a call of securities for redemption; and, most importantly,financial results.

 

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Each employee, officer,director, and agent of the Company acknowledges that the Company has a separateand more specific policy regarding transactions involving Company securities.  Each employee, officer, director and agentof the Company acknowledges that he or she will comply with such policy.

 

If you have any questionsabout this policy, please consult the Compliance Officer.

 

**Fair Dealing**

 

It is the Company’spolicy to deal fairly with its tenants, contractors, real estatebrokers/agents, partners, lenders, customers, suppliers, competitors, employeesand other third parties. In the course of business dealings on behalf of theCompany, no employee should take advantage of another person or party throughmanipulation, concealment, abuse of privileged information, misrepresentationof material facts or any other unfair business practice.

 

*Relationships with Tenants, Contractors, Real EstateBrokers/Agents, Partners and Lenders*

 

Our business successdepends upon our ability to foster lasting relationships with our tenants,contractors, real estate brokers/agents, partners and lenders.  The Company is committed to dealing withtenants, contractors, real estate brokers/agents, partners and lenders fairly,honestly and with integrity. Specifically, you should keep the followingguidelines in mind when dealing with such companies or persons:

 

•                                          Informationwe supply to tenants, contractors, real estate brokers/agents, partners and lendersshould be as current, accurate, and complete as available. Employees should notdeliberately misrepresent information to tenants, contractors, real estatebrokers/agents, partners and lenders.

 

•                                          Tenant,contractor, real estate broker/agent, partner or lender entertainment shouldnot exceed reasonable and customary business practice.  Employees should not provide entertainmentor other benefits that could be viewed as an inducement to or a reward for,tenant, contractors, real estate brokers/agents, partner or lender decisionsunless expressly approved by the Company. Please see “Payments and Gifts” above for additional guidelines in thisarea.

 

*Relationships with Competitors*

 

The Company is committedto free and open competition in the marketplace and throughout all businessdealings.  Employees should avoid allactions that reasonably could be construed as being anti-competitive,monopolistic or otherwise contrary to laws governing competitive practices inthe marketplace, including federal and state antitrust laws.  Such actions include misappropriation and/ormisuse of a competitor’s confidential information or making false statementsabout the competitor’s business and business practices.

 

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**Employment Practices**

 

The Company pursues fairemployment practices in every aspect of its business.  The following is intended to be a summary of our employmentpolicies and procedures. Copies of our detailed policies are available from theHuman Resources Department.  Companyemployees must comply with all applicable labor and employment laws, includinganti-discrimination laws and laws related to freedom of association, privacyand collective bargaining.  It is yourresponsibility to understand and comply with the laws, regulations and policiesthat are relevant to your job.  Failureto comply with labor and employment laws can result in civil and criminalliability against you and the Company, as well as disciplinary action by theCompany, up to and including termination of employment.  You should contact the Human ResourcesDepartment if you have any questions about the laws, regulations and policiesthat apply to you.

 

*Harassment and Discrimination*

 

The Company is committedto providing equal opportunity and fair treatment to all individuals on thebasis of merit, without discrimination because of race, color, religion,national origin, sex, sexual orientation, age, disability, veteran status orother characteristic protected by law. The Company prohibits harassment in any form, whether physical or verbaland whether committed by supervisors, non-supervisory personnel ornon-employees. Harassment may include, but is not limited to, offensive sexualflirtations, unwanted sexual advances or propositions, verbal abuse, sexuallyor racially degrading words, or the display in the workplace of sexuallysuggestive objects or pictures.

 

If you have anycomplaints about discrimination or harassment, report such conduct to yoursupervisor or the Human Resources Department. All complaints will be treated with sensitivity and discretion.  Your confidentiality will be maintained tothe extent possible, consistent with law and the Company’s need to investigateyour concern.  Where our investigationuncovers harassment or discrimination, we will take prompt corrective action,which may include disciplinary action by the Company, up to and including,termination of employment.  The Companystrictly prohibits retaliation against an employee who, in good faith, files acompliant.

 

Any member of managementwho receives a report of alleged harassment or discrimination is required toreport it to the Human Resources Department immediately.

 

*Alcohol and Drugs*

 

The Company is committedto maintaining a drug-free work place. All Company employees must comply strictly with Company policiesregarding the abuse of alcohol and the possession, sale and use of illegalsubstances.  Drinking alcoholicbeverages is prohibited while on duty except at specified Company-sanctionedevents.  Possessing, using, selling oroffering illegal drugs and other controlled substances is prohibited under allcircumstances while on duty or on the premises of the Company.  Likewise, you are prohibited from reportingfor work, or driving a Company vehicle or any vehicle on Company business,while under the influence of alcohol or any illegal drug or controlledsubstance.

 

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*Violence Prevention and Weapons*

 

The safety and securityof Company employees is vitally important. The Company will not tolerate violence or threats of violence in, orrelated to, the workplace.  Employeeswho experience, witness or otherwise become aware of a violent or potentiallyviolent situation that occurs on the Company’s property or affects theCompany’s business must immediately report the situation to their supervisor orthe Human Resources Department.

 

The Company does notpermit any individual to have weapons of any kind in Company property orvehicles, while on the job or off-site while on Company business.  This is true even if you have obtained legalpermits to carry weapons.

 

**Enforcement**

 

The conduct of eachemployee matters vitally to the Company. A misstep by a single employee can cost the Company dearly; itundermines all of our reputations.  Forthese reasons, violations of this Code may lead to significant penalties,including dismissal.

 

The Company’s ChiefExecutive Officer will take such action as he deems appropriate with respect toany employee who violates any provision of this Code, and will inform the auditcommittee of the Board of Directors of all material violations.  Any alleged violation by the Chief ExecutiveOfficer will be presented promptly to the audit committee of the Board ofDirectors for its consideration and such action as the audit committee of theBoard of Directors, in its sole judgment, shall deem warranted.

 

The Compliance Officerwill keep records of all reports created under this Code and of all actiontaken under this Code.  All such recordswill be maintained in such manner and for such periods as are required underapplicable Federal and state law.

 

**Amendments/Waivers**

 

Any amendment to, orwaiver of, this Code for executive officers or directors of the Company may bemade only by the Board of Directors, or by a Board committee specificallyauthorized for this purpose, and must be promptly disclosed to the Company’sshareholders in accordance with all applicable laws, rules and regulations.

 

**Condition of Employment or Services**

 

All employees, officersand directors shall conduct themselves at all times in the best interests ofthe Company.  Compliance with this Codeshall be a condition of employment and of continued employment with theCompany, and conduct not in accordance with this Code may result indisciplinary action, including termination of employment.

 

This Code is not anemployment contract nor is it intended to be an all-exclusive policy statementon the part of the Company.  The Companyreserves the right to provide the final interpretation of the policies itcontains and to revise those policies as deemed necessary or appropriate.

 

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