0001193125-09-005605 Sample Contracts

MANAGING DEALER AGREEMENT CB RICHARD ELLIS REALTY TRUST
Managing Dealer Agreement • January 14th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New York

THIS MANAGING DEALER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 2009, between CB RICHARD ELLIS REALTY TRUST, a Maryland real estate investment trust (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).

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SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CBRE OPERATING PARTNERSHIP, L.P. Dated as of , 2009
Limited Partnership Agreement • January 14th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of , 2009, is entered into by and among CB Richard Ellis Realty Trust, a Maryland real estate investment trust, as the General Partner of and a Limited Partner in CBRE Operating Partnership, L.P., and the Persons (as defined below) whose names are set forth on Exhibit A, as attached hereto (as it may be amended from time to time).

SECOND AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • January 14th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New York

THIS SECOND AMENDED AND RESTATED ADVISORY AGREEMENT (this “Agreement”), dated as of , 2009, is made and entered into among CB RICHARD ELLIS REALTY TRUST, a Maryland real estate investment trust (the “Company”), CBRE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Operating Partnership”) and CBRE ADVISORS LLC, a Delaware limited liability company (the “Advisor”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 14th, 2009 • Cb Richard Ellis Realty Trust • Real estate investment trusts • New York

THIS SUB-ADVISORY AGREEMENT (this “Agreement”), is entered into as of , 2009, by and among CBRE ADVISORS LLC, a Delaware limited liability company (the “Advisor”) and CNL FUND MANAGEMENT COMPANY, a Florida corporation (the “Sub-Advisor”), but shall become effective (the “Effective Date”) upon the effective date of that certain Registration Statement on Form S-11 filed by CB Richard Ellis Realty Trust, a Maryland real estate investment trust (the “Company”), with the United States Securities and Exchange Commission on July 30, 2008 (Registration No. 333-152653) (the “S-11”), as the same has been amended from time to time.

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