FIRST AMENDMENT TO THE AMENDED AND RESTATED MANAGING DEALER AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO THE AMENDED AND RESTATED MANAGING DEALER AGREEMENT

This FIRST AMENDMENT TO THE AMENDED AND RESTATED MANAGING DEALER AGREEMENT, dated as of October 24, 2008, is by and between CB Richard Ellis Realty Trust, a Maryland real estate investment trust (the “ Company ”) and CNL Securities Corp., a Florida corporation (the “ Managing Dealer ”). Capitalized terms used herein have the meanings provided in the Amended and Restated Managing Dealer Agreement (defined below).

WHEREAS, on November 1, 2006 the parties hereto entered into an Amended and Restated Managing Dealer Agreement (the “ Amended and Restated Managing Dealer Agreement ”);

WHEREAS, the parties hereto acknowledge that the Amended and Restated Managing Dealer Agreement is in full force and effect; and

WHEREAS, the parties hereto desire to amend the Amended and Restated Managing Dealer Agreement as set fort