WELLS TIMBER REAL ESTATE INVESTMENT TRUST, INC.
UP TO 85,000,000 SHARES OF COMMON STOCK
DEALER MANAGER AGREEMENT
November 10, 2005
As Amended and Restated
__________ , 2006
Wells Investment Securities, Inc.
6200 The Corners Parkway
Norcross, Georgia 30092-3365
Ladies and Gentlemen:
Wells Timber Real Estate Investment Trust, Inc., a Maryland corporation
(the "COMPANY"), has registered shares of its common stock, $.01 par value per
share (the "SHARES"), for sale to the public, of which (i) 75,000,000 shares are
intended to be offered in the primary offering and (ii) 10,000,000 shares are
intended to be offered pursuant to the Company's dividend reinvestment plan (the
"DRP"). The Company reserves the right to reallocate the Shares being offered
between the primary offering and the DRP. The Company desires for Wells
Investment Securities, Inc. (the "DEALER MANAGER") to act as its agent in
connection with the offer and sale of the Shares to the public (the "OFFERING").
Except as described in the Prospectus or in Section 5.4 hereof, the Shares are
to be sold for a per Share cash price as follows:
DISTRIBUTION CHANNEL PRIMARY SHARES DRP SHARES
-------------------- -------------- ----------
Dealers $10.00 $9.55
Advisers affiliated with a Dealer* $ 9.30 $9.55
Advisers (not affiliated with a broker-dealer) $ 9.20 $9.55
* This distribution channel refers to sales through investment advisory
representatives affiliated with a participating broker-dealer in which the
representative is compensated on a fee-for-service basis by the investor.
Throughout the remainder of this agreement and the Selected Dealer
Agreement, we refer to this channel as "ADVISERS AFFILIATED WITH A DEALER".
In connection with the sale of Shares, the Company hereby agrees with you, the
Dealer Manager, as follows:
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. As an inducement to the
Dealer Manager to enter into this Agreement, the Company represents and
warrants to the Dealer Manager that:
1.1. The Company has prepared and filed with the Securities and Exchange
Commission a registration statement on Form S-11 for the registration
of the Shares under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), and the applicable rules and regulations of the SEC
promulgated thereunder (the "SECURITIES ACT RULES AND REGULATIONS").
Copies of such registration statement as initially filed and each
amendment thereto have been or will be delivered to the Dealer
Manager. The registration statement and the prospectus contained
therein, as finally amended at the effective date of the registration
statement (the "EFFECTIVE DATE"), are respectively hereinafter
referred to as the "REGISTRATION STATEMENT" and the "PROSPECTUS",
except that if the Company files a prospectus or prospectus supplement
pursuant to Rule 424(b) under the Securities Act, or if the Company
files a post-effective amendment to the Registration Statement, the
term "PROSPECTUS" includes the prospectus filed pursuant to Rule
424(b) or the prospectus included in such post-effective amendment.
The term "PRELIMINARY PROSPECTUS" as used herein shall mean a
preliminary prospectus related to the Shares as contemplated by Rule
430 or Rule 430A of the Securities Act Rules and Regulations included