Benefits of Investing in REITs

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Dividend Capital Total Realty Trust Understanding
Tax-Deferred Exchanges Dividend Capital Exchange
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Agenda

• Dividend Capital Group Overview
• Dividend Capital Total Realty Trust
• Understanding Tax-Deferred Exchanges
• Dividend Capital Exchange (DCX)
• DCX 1031 Exchange TIC or DST Interest
• DCX Section 721 Exchange or UPREIT Transaction
• DCX Fees and Expenses

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Dividend Capital Group Overview
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Dividend CapitalPrincipal Sponsorship
The principals of Dividend Capital have been
involved in sponsoring a wide range of
institutional real estate platform companies in
North America.
Private
Public
Assets Acquired(1) Equity Raised(1)
564 MM 490 MM
556 MM (3) 630 MM (2)
1.82 B (1)(4) 2.16 B (1)(4)
2.91 B 2.00 B
173 MM (5) 93 MM (5)
-- 513 MM
332 MM 112 MM
(2)
(6)
Total Assets Acquired(1) 6.4 billion Total
Equity Raised(1),(2) 6.0 billion
(1) Represents real estate investment programs
sponsored in whole or in part by Dividend Capital
Group principals. Certain programs and/or the
assets owned by such programs have since been
sold. Totals are included as of December 31, 2008
(PDM totals as of December 31, 2007). (2)
Represents total equity funding commitments. (3)
Represents the estimated total cost of assets
acquired and development deals in progress as of
December 31, 2008. (4) DCTRT figures are
preliminary estimates and are subject to change.
(5) Represents total assets acquired and total
equity raised during Evan Zuckers and James
Mulvihills tenure as President and Chairman,
respectively, of Keystone Property Trust from
1993 through December 1997. (6) As of December
31, 2006. Includes proceeds raised from DCT
Industrial Trust listing on the NYSE.
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• Dividend Capital Total Realty Trust

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Important Risk Factors
This material must be accompanied or preceded by
a prospectus for Total Realty Trust, which
contains important information, such as
investment objectives, risks, and charges and
expenses. THIS IS NEITHER AN OFFER TO SELL NOR A
SOLICITATION OF AN OFFER TO BUY THE SECURITIES
DESCRIBED IN THE TOTAL REALTY TRUST PROSPECTUS.
THE OFFERING IS MADE ONLY BY THE TOTAL REALTY
TRUST PROSPECTUS. There is no assurance that an
investment in Total Realty Trust will be
profitable or that it will realize growth in the
value of its real property and securities assets.
Carefully read and consider this information
before you invest or send money. Investing in
Total Realty Trusts common stock involves risks,
including, among others, that (i) Total Realty
Trust has limited operating history and assets
and there is no assurance that it will be able to
successfully achieve its investment objectives
(ii) Total Realty Trusts advisor and its
affiliates will face conflicts of interest as a
result of compensation arrangements, time
constraints and competition for investments
(iii) there is no public trading market for its
common stock and limited ability for an investor
to redeem shares and (iv) the use of leverage
increases the risk of loss. Recent market
conditions and the risk of continued market
deterioration have caused, and may continue to
cause (i) the fair value of our real estate
securities to be reduced and (ii) limit our
ability to access additional debt financing on
reasonable terms. We are subject to various risks
related to owning real estate, including changes
in economic, demographic and real estate industry
conditions, as well as the current severe
dislocations in the U.S. capital markets.
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Dividend Capital Total Realty Trust

• Non-traded REIT
• Offers a diversified asset portfolio
• Property type
• Geography
• Real estate debt investments and other commercial
  real estate investments
• Investment objectives
• Current income pay consistent, quarterly
  dividends and increase such dividends over time
• Capital preservation manage risk to preserve,
  protect and return shareholder capital
  contributions
• Future liquidity event list stock on a national
  securities exchange, complete a sale or merger
  transaction, or sell substantially all of our
  real estate assets1

1 Selling substantially all real estate assets
and a merger transaction are subject to
shareholder approval. Total Realty Trust intends
to effect a liquidity event within 10 years from
the date its offering broke escrow in 2006.
However, there can be no assurances that a
liquidity event will occur within such time or at
all. There is no guarantee that shareholders will
receive dividend distributions or that an
investment in Total Realty Trust will be
profitable or that it will realize growth in the
value of its assets. For more information on the
risks of investing in Total Realty Trust, please
refer to the current Total Realty Trust
prospectus with this presentation.
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Portfolio Summary
Real Property Ownership

• 73 properties
• 24 geographic markets
• Approximately 12 million net rentable square feet
• Nearly 400 customers
• Currently 95.3 of the total operating square
  feet leased
• Approximately 1.6 billion invested
• More than 540 million of cash on balance sheet
  as of December 31, 2008

Includes assets acquired as of December 31,
2008 does not include one property held for sale.
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Select Portfolio Properties
New England Retail Portfolio (25 properties) New
England (MA, CT, RI) 1,851,000 Sq. Ft.
Centerton Square Philadelphia, PA 428,000 Sq.
Ft.
40 Boulevard Chicago, IL 106,000 Sq. Ft.
Commerce Center Philadelphia, PA 503,000 Sq. Ft.
Shackleford FBI Headquarters Building Little
Rock, AR 102,000 Sq. Ft.
Eden Prairie Office Center Minneapolis, MN
107,000 Sq. Ft.
Logistics Boulevard Cincinnati, OH 604,000 Sq.
Ft.
Millennium Financial Center Denver, CO 134,000
Sq. Ft.
Veterans Parkway Chicago, IL 189,000 Sq. Ft.
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Select Corporate Customers
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Understanding Tax-Deferred Exchanges
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Understanding 1031 Tax-Deferred ExchangesIRC
Section 1031

• IRC Section 1031 became part of the Tax Code in
  1921 and states in part
• No gain or loss shall be recognized on the
  exchange of property held for productive use in a
  trade or business or for investment, if such
  property is exchanged solely for property of
  like-kind, which is to be held either for
  productive use in a trade or business or for
  investment.
• There are three basic requirements in the above
  Section 1031
• There must be an exchange or reciprocal trade
  of properties
• The properties must be held for investment or
  as part of a trade or business
• The properties must be like-kind to each other
• An investor may defer capital gain taxes by
  exchanging property for property under
  Section 1031
• Upon death, the property passes to heirs with a
  step-up in basis

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Understanding 1031 Tax-Deferred ExchangesCapital
Gain Taxes
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Understanding Tax-Deferred Exchanges1031
Exchange Real Property

• Generally, all real property is like-kind to all
  other real property.

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Understanding Tax-Deferred ExchangesMost Common
1031 Exchange Delayed Exchange
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Understanding Tax-Deferred Exchanges1031 Delayed
Exchange Time Deadlines

• Identification Rules
• All property acquired in an exchange must be
  unambiguously identified in writing by the
  investor during the 45-day identification period
• TIC and DST interests identify only the
  interest and not the whole property
• When identifying multiple properties, the
  investor must comply with one of the following
  rules
• 3 Property Rule up to three properties without
  regard to their value
• or
• 200 Rule can exceed three and 200 as long as
  the aggregate fair market value of the identified
  properties does not exceed 200 of the
  relinquished property value
• or
• 95 Exception can exceed three and 200 as long
  as 95 of the value of the identified properties
  are acquired within the 180-day exchange period

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Understanding Tax-Deferred ExchangesRequirements
for a Fully Tax-Deferred Exchange

• To defer capital gain tax in its entirety, the
  investor must
• Engage the services of a Qualified Intermediary
  who will prepare the exchange documentation and
  hold the exchange proceeds
• The investor may not have actual or constructive
  receipt of the exchange proceeds
• Unregulated industry look for expertise and
  financial security (financial statements, 3rd
  party guarantees, fidelity bonds, EO insurance)
• Reinvest all net proceeds from the sale of the
  relinquished property
• Acquire replacement property with an equal or
  greater amount of mortgage debt than was paid off
  on the relinquished property
• Receive nothing in the exchange but like-kind
  property
• Partially tax-deferred exchanges are possible
  where the investor receives some like-kind
  property and either receives some cash or does
  not replace the full amount of debt that was
  secured by the relinquished property
• Boot is anything received or given in an
  exchange that is not like kind

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Understanding Tax-Deferred ExchangesBalancing
the Exchange Examples
For a fully tax-deferred exchange, the investor
must acquire a property with an equal or greater
value, debt and equity.
Boot anything received or given in an exchange
that is not like-kind (i.e., cash, debt, other
property).
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Dividend Capital Exchange (DCX)
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Dividend Capital ExchangeOverview

• Dividend Capital Exchange Facilitator (DCX) owns
  a unique program that is designed to assist REITs
  in raising capital from the 1031 exchange
  marketplace as an alternative source of capital.
  
• DCX is presently working with Dividend Capital
  Total Realty Trust (TRT) to raise capital through
  the sale of properties to 1031 investors. DCX has
  both a tenant in common (TIC) program and a new
  Delaware Statutory Trust (DST) program.
• The properties later could be acquired by TRT in
  exchange for ownership units as part of a
  tax-deferred 721 exchange/UPREIT transaction.

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Dividend Capital ExchangeSimplified Overview
IRC Section 1031 Allows an investor to exchange
real property for like-kind replacement
property on a tax-deferred basis
IRC Section 721 Allows an investor to contribute
property to a partnership in exchange for an
interest in the partnership on a tax-deferred
basis
There is more than a remote possibility that
the purchase option will not be exercised.
Therefore, investors must acquire an Interest
with the understanding that they may not
ultimately receive OP Units.
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Dividend Capital ExchangeInvestor Profile

• Key attributes and investor criteria.
• Accredited investors only (Reg D offering)
• Focused on retirement and estate planning
• Own appreciated real estate assets with low tax
  basis
• Looking to defer paying capital gain taxes and
  get out of active property management
• Seeking continued investment in real estate
• Consistent income objective

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DCX 1031 Exchange Tenant In Common (TIC)
Interest or Beneficial Interest in a Delaware
Statutory Trust (DST)
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Dividend Capital ExchangeOverview of a DCX 1031
Exchange

• An exchange investor completes a 1031 exchange,
  with the replacement property being either a TIC
  or a DST interest in a property owned by Dividend
  Capital Total Realty Trust.

An exchange investor may be an individual,
limited liability company, corporation, trust or
partnership, depending upon the ownership
structure of the relinquished property.
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Dividend Capital ExchangeTIC Interest vs. DST
Interest
DCX has programs offering both tenant in common
(TIC) interests and beneficial interests in a
Delaware Statutory Trust (DST).
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Dividend Capital ExchangeDST Structure Overview
The investors tenant is Dividend Capital Total
Realty Trust under a master lease. Total Realty
Trust manages and operates the property and
enters into leases with the sub-tenants occupying
the property.
1 A bankruptcy, insolvency or repudiation of
their guaranty by the guarantors may adversely
affect the purchaser of an interest. The master
lease guaranty is not applicable if the REIT
purchase option is exercised and beneficial
interest owners receive operating partnership
units in Dividend Capital Total Realty OP. 2 A
subsidiary of Dividend Capital Total Realty
Operating Partnership LP will serve as the master
lessee under a master lease. Master lease
obligations are guaranteed in writing by Dividend
Capital Total Realty Operating Partnership LP as
the entity through which Dividend Capital Total
Realty Trust owns substantially all of its assets
and conducts substantially all of its business.
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Dividend Capital ExchangeGuaranteed Master Lease

• Each property sold to investors through the TIC
  and DST program is subject to a master lease with
  a subsidiary of Dividend Capital Total Realty
  Operating Partnership
• The master lease term is typically 12-15 years
  with rent increases built in
• Each master lease is guaranteed in writing by
  Dividend Capital Total Realty Operating
  Partnership and Dividend Capital Total Realty
  Trust
• There are six DCX properties currently subject to
  a master lease and guaranty
• Dividend Capital Total Realty Trust has acquired
  2 billion in assets, including 1.6 billion in
  properties, and has more than 540 million of
  cash on its balance sheet
• The guaranty by its terms
• Is unconditional and irrevocable
• Is absolute and there are no guarantor defenses
• Each guarantor is jointly and severally liable
• Guarantors remain liable even if the master lease
  is modified

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Dividend Capital Exchange Asset SelectionExample
Sports Authority Distribution Building
Recent Acquisition
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DCX Section 721 Exchange or UPREIT Transaction
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UPREIT TransactionsWhat is an UPREIT Transaction?

• What is an UPREIT transaction?
• Through the UPREIT structure, REITs can acquire
  properties from owners who do not want to sell
  and pay taxes and who do not want to do a 1031
  exchange and go find replacement property
• Instead, property owners simply contribute their
  property to the UPREIT in exchange for operating
  partnership units (OP Units), which represent a
  limited partnership interest
• The transfer of real property to a partnership
  such as an UPREIT in exchange for a partnership
  interest is tax-deferred under Section 721 of the
  Tax Code

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Dividend Capital ExchangeOverview of UPREIT
Transaction or 721 Exchange

• If Total Realty Trust exercises its call option,
  DCX investors contribute their TIC or DST
  interests to Dividend Capital Total Realty
  Operating Partnership in exchange for OP Units.

• This type of transaction istax-deferred under
  IRC Section 721
• The number of OP Units the investor receives is
  determined by
• The fair market value of the property contributed
• The fair market value of Dividend Capital Total
  Realty Trusts common stock

There is more than a remote possibility that
the FMV Call Right will not be exercised.
Therefore, investors must acquire a DCX TIC
Property Interest with the understanding that you
may not ultimately receive OP Units.
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Dividend Capital ExchangeInvestor Owns Operating
Partnership Units of Total Realty Trust
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Dividend Capital ExchangeUPREIT Transaction
Benefits
Dividend Capital Exchange offers additional
investor benefits if the call option is exercised
that are not available in most other 1031
programs.
Total Realty Trusts board of directors reserves
the right to reject any request for redemption of
common stock for any reason or no reason, or to
amend or terminate the share redemption program
at any time. Therefore, investors should not
assume that any or all of their shares will be
redeemed by Total Realty Trust pursuant to this
program.
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Dividend Capital ExchangeSimplified Summary
IRC Section 1031 Allows an investor to exchange
real property for like-kind replacement
property on a tax-deferred basis
IRC Section 721 Allows an investorto contribute
property to a partnershipin exchange for an
interest in the partnership on a
tax-deferred basis
There is more than a remote possibility that
the FMV Call Right will not be exercised.
Therefore, investors must acquire a DCX TIC
Property Interest with the understanding that you
may not ultimately receive OP Units.
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• DCX Fees and Expenses

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Dividend Capital ExchangeSample DST Fees and
Expenses Paid by Investor
Example only individual transactions may be
more or less than example.
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Dividend Capital ExchangeUpfront Fees and
Expenses Paid by Dividend Capital

• Dividend Capital Total Realty Operating
  Partnership contributes each property to the DCX
  sponsor at fair market value
• The Operating Partnership pays 10 of the equity
  for the right to purchase the property pursuant
  to the call option
• The DCX sponsor/seller uses the call option
  proceeds to pay fees and expenses incurred in
  raising capital through the DCX program