SecProbe.io

CORRESP
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filename1.htm

August 1, 2005

BY OVERNIGHT COURIER

Securities
and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W.

Washington, D.C. 20549-0306

RE:Dividend
Capital Total Realty Trust, Inc.

Amendment No. 1 to Registration Statement on Form S-11,

File No. 333-125338

Ladies
and Gentlemen:

        On
behalf of Dividend Capital Total Realty Trust, Inc., a Maryland corporation (the "Company") and pursuant to the applicable provisions of the Securities Act of 1933, and the
rules and regulations promulgated thereunder (the "Securities Act") please find attached for filing with the Securities and Exchange Commission via EDGAR, a complete copy of Amendment No. 1 to
the above-referenced Registration Statement (the "Registration Statement") on Form S-11 ("Amendment No. 1").

        Amendment
No. 1 includes revisions in response to the comment letter from the Staff of the Commission to John E. Biallas of the Company dated June 24, 2005 (the "Comment
Letter"). This letter provides responses to the Comment Letter, with responses keyed to the numbered comments in the Comment Letter.

        For
the Staff's convenience, the Company is providing the Staff with 6 copies of Amendment No. 1, which have been marked to indicate the location of changes from the Registration
Statement filed on May 27, 2005, together with copies of this response letter as filed with the Commission.

General

        1.     Please note that while Industry Guide 5 by its terms applies only to real estate limited partnerships, the requirements of Guide 5
should be considered, as appropriate, in the preparation of registration statements for REITs. Because this is a blind pool offering and you intend to qualify for taxation as a REIT, please revise the
prospectus to substantially comply with Guide 5, including prior performance information substantially similar to that required under Item 8 and Appendix II of Guide 5.
Refer to SEC Release 33-6900.

RESPONSE TO COMMENT 1

        The Company has revised the disclosure in response to the Staff's comment. We note for the Staff that the financial information for the Dividend Capital Group
programs is presented in the tables as of March 31, 2005. Information relating to Table VI is presented as of December 31, 2004, which corresponds to the most recent date such
information for Dividend Capital Trust has been publicly disclosed. The Company intends to update prior performance information as of June 30, 2005 to the extent practicable in the next
amendment filing.

        2.     Please note that any sales literature that is to be used in connection with this offering must be submitted to us prior to use, including sales
literature intended for broker-dealer use only. Please submit all written sales materials proposed to be transmitted to prospective investors when such materials become available. Sales materials must
set forth a balanced presentation of the risks and rewards to investors and should not contain any information or disclosure that is inconsistent with or not also provided in the prospectus. For
guidance, refer to Item 19D of Industry Guide 5. In this regard, we note your disclosure on page 105.

RESPONSE TO COMMENT 2

        The Company notes the Staff's comment. To date, no supplemental sales literature has been prepared. The Company will submit to the Commission prior to the date
the Registration Statement is declared effective any sales literature that is to be used in connection with this offering.

        3.     Please supplementally provide us with copies of any graphics, maps, photographs, and related captions or other artwork including logos that you
intend to use in the prospectus. Such graphics and pictorial representations should not be included in any preliminary prospectus distributed to prospective investors prior to our
review.

RESPONSE TO COMMENT 3

        The Company notes the Staff's comment. The Company will provide the Commission with copies of any graphics, maps, photographs, and related captions or other
artwork including logos that the Company intends to use in the prospectus.

        4.     In light of the fact that you intend to use a material portion of the proceeds generated in this offering to purchase securities, including
securities of public REITs and mezzanine loans, please include disclosure regarding the limitations on your ability to invest in these and other securities imposed by the Investment Company Act of
1940.

RESPONSE TO COMMENT 4

        The Company has revised the disclosure under the caption "Risk Factors—Maintenance of our Investment Company Act exemption imposes limits on our
operations" and has added disclosure under the caption "Investment Strategy, Objectives and Policies—Investment Company Act Considerations" in response to the Staff's comment.

        5.     Please revise the prospectus to reduce your reliance on cross-references. The existence of large numbers of cross-references suggests that the
prospectus could be better organized.

RESPONSE TO COMMENT 5

        The Company has revised the disclosure in response to the Staff's comment.

        6.     Refer to footnote (1) in the fee table on the cover page of your registration statement. Please advise us as to why you believe you may
register an indeterminate number of shares to be sold to investors, from time to time, and pursuant to your reinvestment plan. Please be aware that Rule 416 is limited to issuances to prevent
dilution resulting from stock splits, stock dividends or similar transactions. It does not appear that Rule 416 is applicable to your disclosure in this footnote.

RESPONSE TO COMMENT 6

        The Company has revised the fee table on the cover page of the Registration Statement in response to the Staff's comment.

        7.     We note that you reserve the right to reallocate the shares you are offering between the primary offering and the DRP. Please confirm to us that,
should you raise the full 75 percent of the offering currently allocated to the primary and intend to then allocate DRP shares to your primary offering, you will file a supplement
notifying investors of this.

2

RESPONSE TO COMMENT 7

        The Company confirms that should it raise the full 75 percent of the offering currently allocated to the primary offering and intend to then allocate DRP
shares to the primary offering, the Company will file a supplement notifying investors of this.

        8.     Please revise to include the information in Item 505 of Regulation S-K or tell us why you are not required to do so.

RESPONSE TO COMMENT 8

        The Company has revised the disclosure on the cover page of the prospectus and under the caption "Risk Factors—Risks Related to Investing in this
Offering—This is a fixed price offering and the fixed offering price may not accurately represent the current value of our assets at any particular time; therefore the purchase price you
paid for shares of our common stock may be lower than the value of our assets at the time of your purchase" in response to the Staff's comment.

        9.     Please provide the disclosure regarding promoters required by Item 11 of Form S-11, including the information called for
by Item 11(d) regarding the names of the promoters and indicate all positions and offices with the registrant now held or intended to be held by each such promoter. Alternatively, please tell
us where you have provided the disclosure naming your promoters.

RESPONSE TO COMMENT 9

        The Company has added disclosure to the first paragraph under the caption "Prospectus Summary—Dividend Capital Total Realty Trust Inc.," naming
the promoters in response to the Staff's comment.

        10.   Please revise your disclosure to comply with the Plain English rules. Specifically, please limit your reliance on defined terms and capitalized
terms that are clear from their plain meaning.

RESPONSE TO COMMENT 10

        The Company has revised the disclosure throughout the prospectus in response to the Staff's comment.

        11.   Please refrain from identifying third parties with whom you may enter agreements as "strategic partners" since the term "partner" implies that
there will be a sharing of profits and losses in a partnership structure.

RESPONSE TO COMMENT 11

        The Company notes the Staff's comment. However, the Company believes that the use of the term "strategic partner" is appropriate because the Advisor's strategic
partners' compensation will include potential profit participation in connection with specific portfolio asset(s) identified by them and invested in by the Company. The Company may enter into joint
ventures, partnerships or similar arrangements with the Advisor's strategic partners for the purpose of acquiring portfolio assets and, in such cases, the strategic partners may or may not make an
equity capital contribution to any such arrangements, as described in the disclosure added under the caption "Investment Strategy, Objectives and Policies—Strategic Partners."

Cover page

        12.   Please revise to limit the front cover to one page. Include only the information required by Item 501(b) of
Regulation S-K, Industry Guide 5 and information that is key to an investment decision.

3

RESPONSE TO COMMENT 12

        The Company notes the Staff's comment and has revised the front cover disclosure in response to the Staff's comment. However, because of the requirements under
Item 501(b) of Regulation S-K and Industry Guide 5, in particular the inclusion of the risk factors and the tabular presentation of the total maximum and minimum to be
offered, the disclosure continues to exceed one page.

        13.   We note that if you are unable to raise the minimum amount within one year, funds will be returned to investors within 10 days. Please
revise to indicate that funds will be returned promptly to investors if you should fail to raise the minimum. We do not agree that 10 days meets
the requirement found in Rule 10b-9(a)(1) of the Securities Exchange Act of 1934.

RESPONSE TO COMMENT 13

        The Company has revised the disclosure on the cover page of the prospectus and under the caption "Plan of Distribution" in response to the Staff's comment.

        14.   We note that you "expect" that all shares will be issued in book-entry form. Please advise us as to whether a decision has been made
regarding in what form shares will be issued or why this statement has been qualified.

RESPONSE TO COMMENT 14

        All shares will be issued in book-entry form. The Company has revised the disclosure accordingly on the cover page of the prospectus and under the
captions "Questions and Answers—Questions and Answers Relating to this Offering—Will I receive a stock certificate?" in response to the Staff's comment.

        15.   Please revise the eighth bullet point on page ii to quantify the fees to be paid to affiliates.

RESPONSE TO COMMENT 15

        The Company has revised the disclosure on page ii of the prospectus and under the captions "Prospectus Summary—Summary Risk Factors" and "Risk
Factors—Risks Related to the Advisor and Affiliates—The fees we pay to affiliates in connection with this offering and in connection with the acquisition and management of our
investments were not determined on an arm's length basis and therefore may not be on terms as favorable as those we could achieve from a third party" in response to the Staff's comment to quantify the
fees, commissions and offering expense reimbursement to be paid in connection with this offering. The Company cannot predict additional future fees payable, including acquisition, disposition and
asset management fees, property management and leasing fees and the real estate sales commissions payable to affiliates that are variable and dependent upon amount of capital raised and the operations
of its business.

        16.   We refer to the ninth bullet point on page ii. This bullet point is very vague. Please revise to provide more specificity regarding the types of
agreements that may be entered into with affiliates.

RESPONSE TO COMMENT 16

        The Company has revised the disclosure on page ii of the prospectus and under the caption "Prospectus Summary—Summary Risk Factors" in response to the
Staff's comment.

        17.   Please revise your table on page iii to state the amount of offering proceeds that will be available for investments after payment of fees and
expenses associated with the offering. In connection with this, it is not clear why the table does not include the dealer manager fee since it appears this fee is a sales commission paid to the dealer
manager for selling shares in the offering. We refer to Item 501(a)(3) of Regulation S-K. Please revise or advise.

4

RESPONSE TO COMMENT 17

        The Company has revised the table to include the dealer manager fee in response to the Staff's comment.

        18.   Please revise to delete the term "Dividend Capital Securities LLC" at the bottom of this page. Please note that the current placement of
"Dividend Capital Securities LLC" implies that this is a firm commitment underwritten offering. See Item 501(b)(8) of Regulation S-K.

RESPONSE TO COMMENT 18

        The Company notes the Staff's comment. However, the Company believes that Item 501(b)(8) of Regulation S-K does not prohibit inclusion
of the underwriter's name on the cover page of the prospectus in connection with a best efforts offering and does not believe that inclusion of the term "Dividend Capital Securities LLC" implies a
firm commitment underwritten offering and, therefore, has not deleted such term.

Questions and Answers About This Offering, page 1

        19.   Please be aware that we view the Question and Answer section and the summary section of the prospectus to be one section. Your Q&A section should
not repeat any information that appears in the summary, and vice versa. To the extent there is repetitive text in these sections, please revise to eliminate the repetition. We note, for example, that
both sections contain information regarding your company, material terms of the offering, investment objectives and the various fees. Further, as written together, the Q&A and the summary sections are
lengthy and do not provide investors with a clear, concise and coherent "snapshot" description of the most significant aspects of the offering.

RESPONSE TO COMMENT 19

        The Company has revised the disclosure under the captions "Questions and Answers" and "Prospectus Summary" in response to the Staff's comment.

        20.   We note the reference to your website at the top of page 9. Please confirm supplementally that all material information that is included in your
website can be found in the prospectus.

RESPONSE TO COMMENT 20

        The Company supplementally confirms that all material information that will be included in the Company's website regarding the Company can be found in the
prospectus.

        21.   What is Dividend Capital Total Realty Trust Inc.? Please revise to specifically identify
the geographic area or areas in which you propose to acquire real estate or interest in real estate. In this regard, we note that the map found on page 11 contains no legend.

RESPONSE TO COMMENT 21

        The Company advises the Staff that it has not identified any specific geographic area or areas in which it proposes to acquire real estate or interest in real
estate and, therefore, has eliminated shading from the map.

        22.   What is the Experience of the Advisor's Management Team? Your disclosure here is very detailed
and is repeated nearly verbatim in the "Prior Performance" section of the prospectus. The detailed information about your management's prior performance is better suited for the body of the
prospectus.

5

RESPONSE TO COMMENT 22

        The Company has eliminated the disclosure under the caption "Prospectus Summary—Prior Offering Summary" a