Dealer Manager Agreement (2006)Full Document 

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                 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
                                       on
                               __________ , 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

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