AMENDMENT #2 TO THE LIMITED PARTNERSHIP AGREEMENT

Exhibit 10.4

AMENDMENT NUMBER TWO

LIMITED PARTNERSHIP AGREEMENT

OF

DIVIDEND CAPITAL OPERATING PARTNERSHIP LP

This Amendment Number Two to the Limited Partnership Agreement of Dividend Capital Operating Partnership LP (this “ Amendment ”) is entered into on October 10, 2006 by the General Partner. This Amendment amends Exhibit A of the Limited Partnership Agreement of Dividend Capital Operating Partnership LP, dated May 30, 2002, as amended July 26, 2002 (the “ Original Agreement ”). Capital terms used herein but not otherwise defined shall have the meanings given them in the Original Agreement.

WHEREAS, pursuant to the Original Agreement, the Partnership issued to Dividend Capital Advisors Group LLC (the “ Advisor Parent ”) 10,000 units of a series of Partnership Interests designated as “Special Partnership Units”;

WHEREAS, in connection with the acquisition of Dividend Capital Advisors LLC by the Partnership pursuant to that certain Contribution Agreement, dated as of July 21, 2006, by and among the General Partner,