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Dividend Capital Fund Adopts Stock Compensation Plan for Advisor

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Dividend Capital Diversified Property Fund Inc., a public reporting, daily NAV real estate investment trust, entered into an agreement to grant 124,451 restricted stock units to its external advisor, Dividend Capital Total Advisors LLC, in return for offsets of future advisory fees and expenses, according to a filing with the Securities and Exchange Commission.

Each restricted stock unit will, upon vesting, entitle the advisor to one Class I share of common stock.

The advisor plans to redistribute a significant portion of the units/shares to senior level employees of the advisor and its affiliates that provide services to the REIT.

According to the REIT, “The purpose of the agreement is to further promote an alignment of interests among our stockholders, the advisor and the personnel of our advisor and its affiliates, and is to promote retention of the personnel of our advisor and its affiliates.”

The restricted stock units will vest on April 15, 2019.

On the vesting date, an offset amount will be calculated and deducted on a pro rata basis over the next 12 months from the cash payments otherwise due to the advisor.

The offset amount will equal the number of restricted stock units vesting on such date multiplied by $7.41, which was the publicly disclosed net asset value per Class I share.

At the end of the 12-month period following the vesting date, if the offset amount has not been fully realized by offsets from the cash payments otherwise due to the advisor, the advisor will pay any shortfall to the REIT.

The restricted stock unit agreement will terminate if the advisory agreement is terminated or not renewed, or if there is a change in control at the company, or if the units are replaced with another form of compensation.

If the agreement is terminated, the advisor will pay any unused offset amount to the REIT or return the Class I shares in equal value based on their net asset value on the date of termination.

Dividend Capital Diversified Property Fund’s portfolio is valued at $2.3 billion and is comprised of 59 operating properties located in 20 geographic markets in the United States, totaling approximately 9.8 million rentable square feet.

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