Gramercy Property Trust 424B3 Prospectus supplement

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-152653

CB RICHARD ELLIS REALTY TRUST

Supplement No. 2 dated May 22, 2009

to the Prospectus dated April 29, 2009

We are providing this Supplement No. 2 to you in order to supplement our prospectus dated April 29, 2009. This supplement provides information that shall be deemed part of, and must be read in conjunction with, the prospectus, which was supplemented by Supplement No. 1 dated May 18, 2009. Capitalized terms used in this Supplement No. 2 have the same meanings in the prospectus unless otherwise stated herein. The terms “we,” “our,” “us” and CBRE REIT include CB Richard Ellis Realty Trust and its subsidiaries.

Table of Contents


	Supplement No. 2 Page No.	Prospectus Page No.
Status of Our Current Offering	1	1
Fees Paid in Connection with Our Offerings	2	98-99
Fees Paid in Connection with Our Operations	2	99
Real Estate Investments	3-13	65-81
Distribution Policy	14	46-47
Summary Selected Financial Data	15-18	48-52
Incorporation of Certain Information By Reference	19	150
Index to Consolidated Financial Statements	F-1	F-1-F-2

Status of Our Current Offering

Our registration statement on Form S-11 relating to this public offering was declared effective by the Securities and Exchange Commission, or the SEC, on January 30, 2009. From January 30, 2009 through May 15, 2009, we have accepted subscriptions from 2,343 investors and issued 7,891,557 common shares pursuant to this public offering, which includes 433,731 common shares issued pursuant to our dividend reinvestment plan, and received gross offering proceeds of approximately $78,698,700. As of May 15, 2009, 74,493,022 common shares were issued and outstanding.

Fees Paid in Connection with Our Offerings

For the three months ended March 31, 2009 and the year ended December 31, 2008, our Dealer Manager earned the following fees:


	Three Months Ended March 31, 2009				Year Ended December 31, 2008
	Earned⁽¹⁾		Payable⁽²⁾		Earned⁽¹⁾		Payable⁽²⁾
Selling commissions	$	3,156,000	$	413,000	$	13,703,000	$	426,000
Dealer manager fees	$	1,035,000	$	243,000	$	4,929,000	$	194,000
Marketing support fees	$	478,000	$	86,000	$	2,074,000	$	80,000

⁽¹⁾	Earned represents the amount expensed on an accrual basis for services provided by the Dealer Manager during the period.

⁽²⁾	Payable represents the unpaid amount due on an accrual basis to the Dealer Manager for services provided.

For the three months ended March 31, 2009 and the year ended December 31, 2008, our Dealer Manager and our Investment Advisor and/or its affiliates earned the following other offering costs:


	Three Months Ended March 31, 2009				Year Ended December 31, 2008
	Earned⁽¹⁾		Payable⁽²⁾		Earned⁽³⁾		Payable⁽⁴⁾
Other Offering Costs	$	467,000	$	3,434,000	$	4,115,000	$	3,704,000

⁽¹⁾	Included in the other offering costs earned is $445,000 and $22,000 for the Dealer Manager and the Investment Advisor, respectively.

⁽²⁾	Included in the payable amount is $2,426,000, $9,000 and $999,000 due to the Dealer Manager, the Investment Advisor and CB Richard Ellis Group, Inc., respectively.

⁽³⁾	Included in the other offering costs earned is $3,999,000 and $116,000 for the Dealer Manager and the Investment Advisor, respectively.

⁽⁴⁾	Included in the payable amount is $2,692,000, $13,000 and $999,000 due at year end to the Dealer Manager, the Investment Advisor and CB Richard Ellis Group, Inc., respectively.

Fees Paid in Connection with Our Operations

For the three months ended March 31, 2009 and the year ended December 31, 2008, our Investment Advisor and/or its affiliates earned the following fees:


	Three Months Ended March 31, 2009				Year Ended December 31, 2008
	Earned⁽¹⁾		Payable⁽²⁾		Earned⁽¹⁾		Payable⁽²⁾
Acquisition fees⁽³⁾	$	—	$	—	$	5,670,000	$	743,000
Investment management fees⁽⁴⁾	$	1,703,000	$	495,000	$	3,964,000	$	625,000
Property management fees	$	142,000	$	109,000	$	491,000	$	126,000

⁽¹⁾	Earned represents the amount expensed on an accrual basis for services provided by the Investment Advisor during the period.

⁽²⁾	Payable represents the unpaid amount due on an accrual basis to the Investment Advisor for services provided.

⁽³⁾	In connection with services provided to the Investment Advisor, the Sub-Advisor, pursuant to a sub-advisory agreement, was paid $0 and $921,000 by the Investment Advisor for the three months ended March 31, 2009 and the year ended December 31, 2008, respectively.

⁽⁴⁾

The Investment Advisor waived investment management fees of $0 and $1,529,000 for the three months ended March 31, 2009 and the year ended December 31, 2008, respectively.In connection with services provided to the Investment Advisor, the Sub-Advisor, pursuant to a sub-advisory agreement, was paid $235,000 and $547,000 by the Investment Advisor for the three months ended March 31, 2009 and the year ended December 31, 2008, respectively.

CBRE Capital Markets, an affiliate of the Investment Advisor, received $0 in mortgage banking fees for the three months ended March 31, 2009 and approximately $636,000 for the year ended December 31, 2008. Leasing and brokerage fees aggregating $67,000 and $15,000 were paid to the Investment Advisor or its affiliates for the three months ended March 31, 2009 and the year ended December 31, 2008, respectively. In addition, CB Richard Ellis, UK, an affiliate of the Investment Advisor, received a payment for certain acquisition expenses in conjunction with the acquisition of Thames Valley Five totaling £24,000 ($42,000) for the year ended December 31, 2008.

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Real Estate Investments

This section contains certain information that supplements and updates the information under the section “Real Estate Investments,” which begins on page 65 of our prospectus.

Properties

As of March 31, 2009, we owned, on a consolidated basis, 52 office, retail, and industrial (primarily warehouse/distribution) properties located in eight states (California, Georgia, Illinois, Massachusetts, North Carolina, South Carolina, Texas and Virginia) and in the United Kingdom, encompassing approximately 6,771,000 rentable square feet, as well as one undeveloped land parcel in Georgia. Our properties previously held for sale have been transferred to continuing operations. Our consolidated properties were approximately 85.62% leased (based upon square feet) as of March 31, 2009. As of March 31, 2009, certain of our consolidated properties were subject to mortgage debt, a description of which is set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, which is incorporated herein by reference.

In addition, we have ownership interests in three unconsolidated entities that, as of March 31, 2009, owned interests in 18 properties. Excluding those properties owned through our investment in CBRE Strategic Partners Asia, we owned, on an unconsolidated basis, eight industrial, office and retail properties located in seven states (Arizona, Florida, Indiana, North Carolina, Ohio, Tennessee and Texas) encompassing approximately 5,649,000 rentable square feet. Our unconsolidated properties were approximately 99.72% leased (based upon square feet) as of March 31, 2009. The average effective annual rents for our industrial properties, office properties and retail properties were approximately $33,841,000, $18,847,000 and $7,986,000, as of March 31, 2009, respectively. As of March 31, 2009, certain of our unconsolidated properties were subject to mortgage debt, a description of which is set forth in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, which is incorporated herein by reference.

The following table provides information relating to our properties, excluding those owned through our investment in CBRE Strategic Partners Asia, as of March 31, 2009. These properties consisted of 45 industrial properties, encompassing 10,987,000 rentable square feet, 12 office properties, encompassing 937,000 rentable square feet and three retail properties, encompassing 496,000 rentable square feet.


Property and Market	Date Acquired	Year Built	Property Type	Our Effective Ownership	Net Rentable Square Feet (in thousands)	Percentage Leased	Approximate Total Acquisition Cost⁽¹⁾(in thousands)
Domestic Consolidated Properties:

REMEC Corporate Campus 1 San Diego, CA	9/15/2004	1983	Office	100.00%	34	100.00%	$ 6,833
REMEC Corporate Campus 2 San Diego, CA	9/15/2004	1983	Office	100.00%	30	100.00%	6,125
REMEC Corporate Campus 3 San Diego, CA	9/15/2004	1983	Office	100.00%	37	100.00%	7,523
REMEC Corporate Campus 4 San Diego, CA	9/15/2004	1983	Office	100.00%	31	100.00%	6,186
300 Constitution Drive Boston, MA	11/3/2004	1998	Warehouse/Distribution	100.00%	330	100.00%	19,805
Deerfield Commons⁽²⁾Atlanta, GA	6/21/2005	2000	Office	100.00%	122	100.00%	21,834
505 Century⁽³⁾Dallas, TX	1/9/2006	1997	Warehouse/Distribution	100.00%	100	72.40%	6,095
631 International⁽³⁾Dallas, TX	1/9/2006	1998	Warehouse/Distribution	100.00%	73	100.00%	5,407
660 North Dorothy⁽³⁾Dallas, TX	1/9/2006	1997	Warehouse/Distribution	100.00%	120	100.00%	6,836
Bolingbrook Point III Chicago, IL	8/29/2007	2006	Warehouse/Distribution	100.00%	185	100.00%	18,170
Cherokee Corporate Park⁽³⁽⁴⁾Spartanburg, SC	8/30/2007	2000	Warehouse/Distribution	100.00%	60	100.00%	3,775

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Property and Market	Date Acquired	Year Built	Property Type	Our Effective Ownership	Net Rentable Square Feet (in thousands)	Percentage Leased		Approximate Total Acquisition Cost⁽¹⁾(in thousands)
Community Cash Complex 1⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1960	Warehouse/Distribution	100.00%	205	55.91%		2,690
Community Cash Complex 2⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1978	Warehouse/Distribution	100.00%	145	83.22%		2,225
Community Cash Complex 3⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1981	Warehouse/Distribution	100.00%	116	100.00%		1,701
Community Cash Complex 4⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1984	Warehouse/Distribution	100.00%	33	0.00%		547
Community Cash Complex 5⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1984	Warehouse/Distribution	100.00%	53	100.00%		824
Fairforest Building 1⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	2000	Manufacturing	100.00%	51	100.00%		2,974
Fairforest Building 2⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1999	Manufacturing	100.00%	104	100.00%		5,379
Fairforest Building 3⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	2000	Manufacturing	100.00%	100	100.00%		5,760
Fairforest Building 4⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	2001	Manufacturing	100.00%	101	100.00%		5,640
Fairforest Building 5 Spartanburg, SC	8/30/2007	2006	Warehouse/Distribution	100.00%	316	100.00%		16,968
Fairforest Building 6⁽⁵⁾Spartanburg, SC	8/30/2007	2005	Manufacturing	100.00%	101	100.00%		7,469
Fairforest Building 7⁽³⁾Spartanburg, SC	8/30/2007	2006	Warehouse/Distribution	100.00%	101	49.28%		5,626
Greenville/Spartanburg Industrial Park⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1990	Manufacturing	100.00%	67	100.00%		3,388
Highway 290 Commerce Park Building 1⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1995	Warehouse/Distribution	100.00%	150	33.33%		5,388
Highway 290 Commerce Park Building 5⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1993	Warehouse/Distribution	100.00%	30	100.00%		1,420
Highway 290 Commerce Park Building 7⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1994	Warehouse/Distribution	100.00%	88	100.00%		4,889
HJ Park Building 1 Spartanburg, SC	8/30/2007	2003	Manufacturing	100.00%	70	100.00%		4,216
Jedburg Commerce Park⁽³⁾Charleston, SC	8/30/2007	2007	Manufacturing	100.00%	513	100.00%		41,991
Kings Mountain I⁽⁵⁾Charlotte, NC	8/30/2007	1998	Warehouse/Distribution	100.00%	100	100.00%		5,497
Kings Mountain II Charlotte, NC	8/30/2007	2002	Warehouse/Distribution	100.00%	302	100.00%		11,311
Mount Holly Building Charleston, SC	8/30/2007	2003	Warehouse/Distribution	100.00%	101	100.00%		6,208
North Rhett I Charleston, SC	8/30/2007	1973	Warehouse/Distribution	100.00%	285	100.00%		10,302
North Rhett II Charleston, SC	8/30/2007	2001	Warehouse/Distribution	100.00%	102	99.95%		7,073
North Rhett III⁽⁵⁾Charleston, SC	8/30/2007	2002	Warehouse/Distribution	100.00%	80	100.00	%	4,812
North Rhett IV Charleston, SC	8/30/2007	2005	Warehouse/Distribution	100.00%	316	100.00	%	17,060
Orangeburg Park Building Charleston, SC	8/30/2007	2003	Warehouse/Distribution	100.00%	101	100.00	%	5,474
Orchard Business Park 2⁽³⁾⁽⁴⁾Spartanburg, SC	8/30/2007	1993	Warehouse/Distribution	100.00%	18	100.00	%	761
Union Cross Building I Winston-Salem, NC	8/30/2007	2005	Warehouse/Distribution	100.00%	101	100.00	%	6,585
Union Cross Building II Winston-Salem, NC	8/30/2007	2005	Warehouse/Distribution	100.00%	316	100.00	%	17,216
Highway 290 Commerce Park Building 2⁽³⁾⁽⁴⁾Spartanburg, SC	9/24/2007	1995	Warehouse/Distribution	100.00%	100	100.00	%	4,626
Highway 290 Commerce Park Building 6⁽³⁾⁽⁴⁾Spartanburg, SC	11/1/2007	1996	Warehouse/Distribution	100.00%	105	0.00	%	3,760
Orchard Business Park 1⁽³⁾⁽⁴⁾Spartanburg, SC	11/1/2007	1994	Warehouse/Distribution	100.00%	33	100.00	%	1,378
Lakeside Office Center Dallas, TX	3/5/2008	2006	Office	100.00%	99	100.00	%	17,994

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Property and Market	Date Acquired	Year Built	Property Type	Our Effective Ownership	Net Rentable Square Feet (in thousands)	Percentage Leased		Approximate Total Acquisition Cost⁽¹⁾(in thousands)
Kings Mountain III⁽³⁾Charlotte, NC	3/14/2008	2007	Warehouse/Distribution	100.00%	542	0.00	%	25,700
Enclave on the Lake Houston, TX	7/1/2008	1999	Office	100.00%	171	100.00	%	37,827
Avion Midrise III Washington, DC	11/18/2008	2002	Office	100.00%	71	100.00	%	21,104
Avion Midrise IV Washington, DC	11/18/2008	2002	Office	100.00%	72	100.00%		21,105

Total Domestic Consolidated Properties					6,481	84.97%		453,477

International Consolidated Properties:
602 Central Blvd. Coventry, UK	4/27/2007	2001	Office	100.00%	50	100.00%		23,847
Thames Valley Five Reading, UK	3/20/2008	1998	Office	100.00%	40	100.00%		29,572
Albion Mills Retail Park Wakefield, UK	7/11/2008	2000	Retail	100.00%	55	100.00%		22,098
Maskew Retail Park⁽³⁾Peterborough, UK	10/23/2008	2007	Retail	100.00%	145	100.00%		53,723

Total International Consolidated Properties					290	100.00%		129,240

Total Consolidated Properties					6,771	85.62%		582,717

Unconsolidated Properties⁽⁶⁾:
Buckeye Logistics Center⁽⁷⁾Phoenix, AZ	6/12/2008	2008	Warehouse/Distribution	80.00%	605	100.00%		35,573
Afton Ridge Shopping Center⁽⁸⁾Charlotte, NC	9/18/2008	2007	Retail	90.00%	296	94.59%		45,169
AllPoints at Anson Bldg. 1⁽⁷⁾Indianapolis, IN	9/30/2008	2008	Warehouse/Distribution	80.00%	631	100.00%		27,149
12200 President’s Court⁽⁷⁾Jacksonville, FL	9/30/2008	2008	Warehouse/Distribution	80.00%	772	100.00%		29,995
201 Sunridge Blvd.⁽⁷⁾Dallas, TX	9/30/2008	2008	Warehouse/Distribution	80.00%	823	100.00%		25,697
Aspen Corporate Center 500⁽⁷⁾Nashville, TN	9/30/2008	2008	Office	80.00%	180	100.00%		30,032
125 Enterprise Parkway⁽⁷⁾Columbus, OH	12/10/2008	2008	Warehouse/Distribution	80.00%	1,142	100.00%		38,087
AllPoints Midwest Bldg. 1⁽⁷⁾Indianapolis, IN	12/10/2008	2008	Warehouse/Distribution	80.00%	1,200	100.00%		41,428

Total Unconsolidated Properties⁽⁶⁾					5,649	99.72%		273,130

Total Properties⁽⁶⁾					12,420	92.03%		$855,847

⁽¹⁾	Approximate total acquisition cost represents the pro rata purchase price inclusive of customary closing costs and acquisition fees/expenses (properties acquired prior to January 1, 2009).

⁽²⁾	Includes undeveloped land zoned for future use.

⁽³⁾	This property is unencumbered and not secured by mortgage debt.

⁽⁴⁾	Properties previously held for sale were transferred to continuing operations during the quarter ended September 30, 2008.

⁽⁵⁾	Includes the purchase prices of adjacent land parcels acquired on January 23, 2008.

⁽⁶⁾	Does not include CBRE Strategic Partners Asia properties.

⁽⁷⁾	This property is held through the Duke joint venture.

⁽⁸⁾	This property is held through the Afton Ridge joint venture.

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Domestic Properties—Unconsolidated

On May 13, 2009, the Duke joint venture acquired each of (i) 22535 Colonial Pkwy., located at 22535 Colonial Pkwy., Katy, TX, a suburb of Houston, (ii) Celebration Office Center III, located at 1390 Celebration Blvd., Celebration, FL, a suburb of Orlando, and (iii) Fairfield Distribution Ctr. IX located 4543-4561 Oak Fair Blvd., Tampa FL. The Duke joint venture acquired 22535 Colonial Pkwy. for approximately $14,700,000, Celebration Office Center III for approximately $17,050,000 and Fairfield Distribution Ctr. IX for approximately $9,300,000, exclusive of customary closing costs and acquisition fees which are both expensed as incurred. We own an 80% interest in the Duke joint venture, and we made cash contributions totalling approximately $32,840,000 (including earnest money) to the Duke joint venture in connection with the three acquisitions, using the net proceeds from our current public offering. 22535 Colonial Pkwy consists of a 89,750 square foot two-story office building that was completed in March 2009 and has no operating history. 22535 Colonial Pkwy. was built-to-suit and is 100% leased to Det Norske Veritas, a third-party provider of risk management services for the maritime industry, and is under a lease that expires in June 2019. Upon closing, we paid the Investment Advisor a $176,400 acquisition fee. Celebration Office Center III consists of a 100,924 square foot three-story office building that was completed in April 2009 and has no operating history. Celebration Office Center III is being built-to-suit and is 100% leased to Disney Vacation Development, a subsidiary of Disney Enterprises Inc. and the developer and operator of Disney Vacation Club timeshares, and is under a lease that expires in March 2016. Upon closing, we paid the Investment Advisor a $204,600 acquisition fee. Fairfield Distribution Ctr. IX consists of a 136,212 square foot warehouse/distribution building that was completed in September 2008 and has a limited operating history. Fairfield Distribution Ctr. IX was built-to-suit and is 100% leased to Iron Mountain, the leading records management company in the U.S., and is under a lease that expires in August 2025. Upon closing, we paid the Investment Advisor a $111,600 acquisition fee. The estimated acquisition cap rates for 22535 Colonial Pkwy., Celebration Office Center III and Fairfield Distribution Ctr. IX are approximately 8.6%, 9.3% and 8.5%, respectively.⁽¹⁾

(1)

Acquisition cap rate equals annualized in-place net operating income divided by total acquisition cost for the property. Annualized in-place net operating income equals, on an annualized cash basis as derived from leases in-place at the time we acquire the property, rental income and tenant reimbursements less property and related expenses (operating maintenance, management fees and real estate taxes) and excludes other non-property income and expenses, interest expense, depreciation and amortization and our company-level general and administrative expenses.

International Properties—Unconsolidated

CBRE Strategic Partners Asia

Our capital commitment is currently being pledged as collateral for borrowings of CBRE Strategic Partners Asia of which our pro-rata portion of such borrowings was approximately $11,679,000 based on our 5.07% ownership interest in CBRE Strategic Partners Asia at March 31, 2009. Our share of investment management and acquisition fees paid to the Investment Manager were approximately $75,000 and $0, respectively, for the three months ended March 31, 2009. As of March 31, 2009, we had paid no fees to our Investment Advisor relating to this investment. On May 5, 2009, we contributed $2,536,767 of our CBRE Strategic Partners Asia capital commitment which was funded using net proceeds from our offering.

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Property Type Concentration

Our property type concentrations as of March 31, 2009 are as follows (Net Rentable Square Feet and Approximate Total Acquisition Cost in thousands):


	Consolidated Properties				Unconsolidated Properties⁽¹⁾				Consolidated & Unconsolidated Properties⁽¹⁾
Property Type	Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost		Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost		Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost
Warehouse/ Distribution	31	4,707	$	230,129	6	5,173	$	197,929	37	9,880	$	428,058
Office	11	757		199,950	1	180		30,032	12	937		229,982
Retail	2	200		75,821	1	296		45,169	3	496		120,990
Manufacturing	8	1,107		76,817	—	—		—	8	1,107		76,817

Total	52	6,771	$	582,717	8	5,649	$	273,130	60	12,420	$	855,847

⁽¹⁾	Number of Properties and Net Rentable Square Feet for Unconsolidated Properties are at 100%. Approximate Total Acquisition Cost for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia.

Geographic Concentration

Our geographic concentrations as of March 31, 2009 are as follows (Net Rentable Square Feet and Approximate Total Acquisition Cost in thousands):


	Consolidated Properties				Unconsolidated Properties⁽¹⁾				Consolidated & Unconsolidated Properties⁽¹⁾
	Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost		Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost		Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost
Domestic
South Carolina	29	3,645	$	184,324	—	—	$	—	29	3,645	$	184,324
North Carolina	5	1,360		66,309	1	296		45,169	6	1,656		111,478
Texas	5	564		74,159	1	823		25,697	6	1,387		99,856
Indiana	—	—		—	2	1,831		68,577	2	1,831		68,577
Virginia	2	143		42,209	—	—		—	2	143		42,209
Ohio	—	—		—	1	1,142		38,087	1	1,142		38,087
Arizona	—	—		—	1	605		35,573	1	605		35,573
Tennessee	—	—		—	1	180		30,032	1	180		30,032
Florida	—	—		—	1	772		29,995	1	772		29,995
California	4	132		26,667	—	—		—	4	132		26,667
Georgia	1	122		21,834	—	—		—	1	122		21,834
Massachusetts	1	330		19,805	—	—		—	1	330		19,805
Illinois	1	185		18,170	—	—		—	1	185		18,170

Total Domestic	48	6,481		453,477	8	5,649		273,130	56	12,130		726,607
International
United Kingdom	4	290		129,240	—	—		—	4	290		129,240

Total	52	6,771	$	582,717	8	5,649	$	273,130	60	12,420	$	855,847

⁽¹⁾	Number of Properties and Net Rentable Square Feet for Unconsolidated Properties are at 100%. Approximate Total Acquisition Cost for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia.

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Significant Tenants

The following table details our largest tenants as of March 31, 2009 (in thousands):


			Consolidated Properties			Unconsolidated Properties⁽¹⁾			Consolidated & Unconsolidated Properties⁽¹⁾
	Tenant	Primary Industry	Net Rentable Square Feet	Annualized Base Rent		Net Rentable Square Feet	Annualized Base Rent		Net Rentable Square Feet	Annualized Base Rent
1	Amazon.com, Inc⁽²⁾	Internet Retail	—	$	—	1,236	$	4,321	1,236	$	4,321
2	SBM Offshore⁽³⁾	Petroleum and Mining	171		4,277	—		—	171		4,277
3	Unilever⁽⁴⁾	Consumer Products	—		—	1,595		3,858	1,595		3,858
4	Prime Distribution Services	Logistics and Distribution	—		—	1,200		2,958	1,200		2,958
5	Kellogg’s	Consumer Product	—		—	1,142		2,817	1,142		2,817
6	American LaFrance	Vehicle Related Manufacturing	513		2,810	—		—	513		2,810
7	B&Q	Home Furnishings/ Home improvement	104		2,464	—		—	104		2,464
8	Regus Business Centers	Executive Office Suites	86		2,418	—		—	86		2,418
9	REMEC	Defense and Aerospace	133		2,376	—		—	133		2,376
10	US General Services Administration	Government	72		2,135	—		—	72		2,135
11	Verizon Wireless⁽⁵⁾	Telecommunications	—		—	180		2,117	180		2,117
12	Lockheed Martin	Defense and Aerospace	72		1,741	—		—	72		1,741
13	Women’s Apparel Group	Internet Retail	330		1,426	—		—	330		1,426
14	CEVA Logistics	Logistics and Distribution	316		1,239	—		—	316		1,239
15	Echostar Satellite	Telecommunications	316		1,200	—		—	316		1,200
16	Trans Hold	Logistics and Distribution	316		1,174	—		—	316		1,174
17	Capita Business Services	Business Services	50		1,127	—		—	50		1,127
18	TIAA	Financial Services	68		928	—		—	68		928
19	Wickes Building Supplies	Home Furnishings/ Home improvement	40		888	—		—	40		888
20	Southeastern Container	Other Manufacturing	301		835	—		—	301		835
21	Intier Automotive	Vehicle Related Manufacturing	151		833	—		—	151		833
22	Compass Group USA	Food Service and Retail	98		762	—		—	98		762
23	Briggs Industries	Home Furnishings/ Home improvement	285		740	—		—	285		740
24	Matalan	Specialty Retail	30		730	—		—	30		730
25	Circor	Other Manufacturing	104		547	—		—	104		547
	All Other (90 tenants)		2,241		10,756	280		3,198	2,521		13,954

			5,797	$	41,406	5,633	$	19,269	11,430	$	60,675

⁽¹⁾	Net Rentable Square Feet for Unconsolidated Properties is at 100%. Annualized Base Rent for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia.

⁽²⁾	Our tenants are Amazon.com.azdc, Inc., in our Buckeye Logistics Center property, and Amazon.com.indc, LLC, in our AllPoints at Anson Bldg. 1 property, which are both wholly-owned subsidiaries of Amazon.com.

⁽³⁾	Our tenant is Atlantic Offshore Ltd., a wholly-owned subsidiary of SBM Offshore.

⁽⁴⁾	Our tenant is CONOPCO, Inc., a wholly-owned subsidiary of Unilever.

⁽⁵⁾	Verizon Wireless is the d/b/a for Cellco Partnership.

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Tenant Industries

Our tenants operate across a wide range of industries. The following table details our tenant-industry concentrations as of March 31, 2009 (in thousands):


	Consolidated Properties			Unconsolidated Properties⁽¹⁾			Consolidated & Unconsolidated Properties⁽¹⁾
Primary Tenant Industry Category	Net Rentable Square Feet	Annualized Base Rent		Net Rentable Square Feet	Annualized Base Rent		Net Rentable Square Feet	Annualized Base Rent
Consumer Products	264	$	1,251	2,747	$	6,817	3,011	$	8,068
Logistics and Distribution	910		3,375	1,200		2,958	2,110		6,333
Internet Retail	330		1,426	1,235		4,321	1,565		5,747
Home Furnishings/Home Improvement	549		4,687	35		391	584		5,078
Vehicle Related Manufacturing	888		4,737	—		—	888		4,737
Petroleum and Mining	171		4,277	—		—	171		4,277
Defense and Aerospace	204		4,118	—		—	204		4,118
Other Manufacturing	1,021		3,589	—		—	1,021		3,589
Telecommunications	317		1,207	180		2,117	497		3,324
Business Services	446		3,073	—		—	446		3,073
Executive Office Suites	86		2,418	—		—	86		2,418
Government	72		2,135	—		—	72		2,135
Specialty Retail	45		1,035	75		712	120		1,747
Financial Services	187		1,668	—		—	187		1,668
Food Service and Retail	108		782	17		345	125		1,127
Apparel Retail	—		—	91		851	91		851
Pharmaceutical and Health Care Related	123		826	—		—	123		826
Other Retail	22		120	49		676	71		796
Professional Services	54		682	4		81	58		763

Totals	5,797	$	41,406	5,633	$	19,269	11,430	$	60,675

⁽¹⁾	Net Rentable Square Feet for Unconsolidated Properties is at 100%. Annualized Base Rent for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia.

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Tenant Lease Expirations

The following table sets forth a schedule of expiring leases for our consolidated and unconsolidated properties as of March 31, 2009 (in thousands):


	Consolidated Properties			Unconsolidated Properties⁽¹⁾			Consolidated & Unconsolidated Properties⁽¹⁾
	Expiring Net Rentable Square Feet	Expiring Base Rent		Expiring Net Rentable Square Feet	Expiring Base Rent		Expiring Net Rentable Square Feet	Expiring Base Rent
2009 (Nine months ending December 31, 2009)	733	$	2,827	—	$	—	733	$	2,827
2010	860		5,629	—		—	860		5,629
2011	196		1,011	—		—	196		1,011
2012	542		9,534	22		365	564		9,899
2013	1,294		8,083	20		414	1,314		8,497
2014	146		774	12		207	158		981
2015	710		3,054	—		—	710		3,054
2016	198		1,206	30		236	228		1,442
2017	200		3,421	119		1,240	319		4,661
2018	—		—	3,088		12,834	3,088		12,834
2019	301		969				2,643		7,257
Thereafter	617		6,714	2,342		6,288	617		6,714

Total	5,797	$	43,222	5,633	$	21,584	11,430	$	64,806

Weighted Average Expiration (years)			6.37			9.73			7.49

⁽¹⁾	Expiring Net Rentable Square Feet for Unconsolidated Properties is at 100%. Expiring Base Rent for Unconsolidated Properties is at our pro rata share of effective ownership. Does not include our investment in CBRE Strategic Partners Asia.

Property Portfolio Size

Our portfolio size at the end of each quarter since commencement of our initial public offering through March 31, 2009 is as follows (Net Rentable Square Feet and Approximate Total Acquisition Cost in thousands):


	Consolidated Properties				Unconsolidated Properties⁽¹⁾				Consolidated & Unconsolidated Properties⁽¹⁾
Cumulative Property Portfolio as of:	Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost		Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost		Properties	Net Rentable Square Feet	Approximate Total Acquisition Cost
9/30/2006	9	878	$	86,644	—	—	$	—	9	878	$	86,644
12/31/2006	9	878		86,644	—	—		—	9	878		86,644
3/31/2007	9	878		86,644	—	—		—	9	878		86,644
6/30/2007	10	928		110,491	—	—		—	10	928		110,491
9/30/2007	42	5,439		348,456	—	—		—	42	5,439		348,456
12/31/2007	44	5,576		353,594	—	—		—	44	5,576		353,594
3/31/2008	47	6,257		426,856	—	—		—	47	6,257		426,856
6/30/2008	47	6,257		426,856	1	605		35,636	48	6,862		462,492
9/30/2008	49	6,483		486,777	6	3,307		193,773	55	9,790		680,550
12/31/2008	52	6,771		582,682	8	5,649		273,205	60	12,420		855,887
3/31/2009	52	6,771		582,717	8	5,649		273,130	60	12,420		855,847

⁽¹⁾	Net Rentable Square Feet for unconsolidated properties is at 100%. Approximate Total Acquisition Cost is at our pro rata share of effective ownership and does not include our investment in CBRE Strategic Partners Asia.

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Rental Operations

During the fourth quarter of 2008, management reevaluated the structure of its business and devised a new reportable segment structure. Our reportable segments consist of three types of commercial real estate properties for which our management internally evaluates operating performance and financial results: the Domestic Industrial Properties, Domestic Office Properties and International Office/Retail Properties. All periods presented have been revised to report our segment results under our new reportable segment structure. We evaluate the performance of our segments based on net operating income, defined as: rental income and tenant reimbursements less property and related expenses (operating and maintenance, management fees and real estate taxes) and excludes other non-property income and expenses, interest expense, depreciation and amortization, and our company-level general and administrative expenses. The following tables compare the net operating income for the three months ended March 31, 2009 and 2008 (in thousands):


	Three Months Ended March 31,
	2009		2008
Domestic Industrial Properties
Revenues:
Rental	$	4,686	$	5,376
Tenant Reimbursements		1,099		871

Total Revenues		5,785		6,247

Property and Related Expenses:
Operating and Maintenance		357		272
General and Administrative		45		32
Property Management Fee to Related Party		93		106
Property Taxes		1,056		710

Total Expenses		1,551		1,120

Net Operating Income		4,234		5,127

Domestic Office Properties
Revenues:
Rental		3,772		1,109
Tenant Reimbursements		761		366

Total Revenues		4,533		1,475

Property and Related Expenses:
Operating and Maintenance		789		227
General and Administrative		59		14
Property Management Fee to Related Party		37		9
Property Taxes		610		150

Total Expenses		1,495		400

Net Operating Income		3,038		1,075

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	Three Months Ended March 31,
	2009			2008
International Office/Retail Properties
Revenues:
Rental		1,884			486
Tenant Reimbursements		86			36

Total Revenues		1,970			522

Property and Related Expenses:
Operating and Maintenance		81			31
General and Administrative		53			—
Property Management Fee to Related Party		12			3

Total Expenses		146			34

Net Operating Income		1,824			488

Reconciliation to Consolidated Net (Loss) Income
Total Segment Net Operating Income		9,096			6,690
Interest Expense		2,807			2,393
General and Administrative		886			393
Investment Management Fee to Related Party		1,703			681
Depreciation and Amortization		5,722			3,151

		(2,022	)		72

Other Income and Expenses
Interest and Other Income		121			796
Net Settlement Payments on Interest Rate Swaps		(81	)		—
Loss on Interest Rate Swaps and Cap		(168	)		(13	)
Loss on Note Payable at Fair Value		(565	)		—

(Loss) Income Before Provision for Income Taxes and Equity in Loss of Unconsolidated Entities		(2,715	)		855
Provision for Income Taxes		(29	)		(171	)
Equity in Loss of Unconsolidated Entities		(798	)		(96	)

Net (Loss) Income		(3,542	)		588

Net Loss (Income) Attributable to Non-Controlling Operating Partnership Units		13			(5	)

Net (Loss) Income Attributable to CB Richard Ellis Realty Trust Shareholders	$	(3,529	)	$	583

⁽¹⁾

Total Segment Net Operating Income is a Non-GAAP financial measure which may be useful as a supplemental measure for evaluating the relationship of each reporting segment to the combined total. This measure should not be viewed as an alternative measure of operating performance to our U.S. GAAP presentations provided. Segment “Net Operating Income” is defined as operating revenues (rental income, tenant reimbursements and other property income) less property and related expenses (property expenses, including real estate taxes) before depreciation and amortization expense. The Net Operating Income segment information presented consists of the same Net Operating Income segment information disclosed in Note 10 to our consolidated financial statements in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.

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Tax Basis and Real Estate Tax

The following table provides information regarding our tax basis and real estate taxes at each of our consolidated properties as of March 31, 2009:


Location	Property	Original Income Tax Basis		2009 Annualized Real Estate Taxes
San Diego, CA	REMEC Corporate Campus	$	26,667,000	$	304,000
Taunton, MA	300 Constitution Drive		19,805,000		286,000
Alpharetta, GA	Deerfield Commons I		19,572,000		299,000
Alpharetta, GA	Deerfield Commons II		2,262,000		50,000
Allen, TX	505 Century		6,095,000		117,000
Richardson, TX	631 International		5,407,000		107,000
Richardson, TX	660 North Dorothy		6,836,000		130,000
Bolingbrook, IL	Bolingbrook Point III		18,170,000		182,000
Spartanburg, SC	Cherokee Corporate Park		3,775,000		44,000
Spartanburg, SC	Community Cash Complex 1-5		7,987,000		136,000
Spartanburg, SC	Fairforest Bldgs 1-4		19,753,000		412,000
Spartanburg, SC	Fairforest Bldg. 5		16,968,000		249,000
Spartanburg, SC	Fairforest Bldg. 6		7,469,000		150,000
Spartanburg, SC	Fairforest Bldg. 7		5,626,000		129,000
Spartanburg, SC	Greenville/Spartanburg Ind. Pk		3,388,000		66,000
Spartanburg, SC	Highway 290 Commerce Pk Bldgs		20,083,000		368,000
Spartanburg, SC	HJ Park Bldg. 1		4,216,000		91,000
Charleston, SC	Jedburg Commerce Park		41,991,000		416,000
Charlotte, NC	Kings Mountain I		5,497,000		35,000
Charlotte, NC	Kings Mountain II		11,311,000		56,000
Charleston, SC	Mount Holly Building		6,208,000		72,000
Charleston, SC	North Rhett I		10,302,000		313,000
Charleston, SC	North Rhett II		7,073,000		63,000
Charleston, SC	North Rhett III		4,812,000		66,000
Charleston, SC	North Rhett IV		17,060,000		235,000
Charleston, SC	Orangeburg Park Bldg.		5,474,000		141,000
Spartanburg, SC	Orchard Business Park 1 & 2		2,139,000		43,000
Winston-Salem, NC	Union Cross Bldg. I		6,585,000		129,000
Winston-Salem, NC	Union Cross Bldg. II		17,216,000		130,000
Lewisville, TX	Lakeside Office Center		17,994,000		366,000
Charlotte, NC	Kings Mountain III		25,700,000		76,000
Houston, TX	Enclave on the Lake		37,827,000		837,000
Washington, DC	Avion Midrise III		21,104,000		107,000
Washington, DC	Avion Midrise IV		21,105,000		108,000
Coventry, UK	602 Central Blvd.		23,847,000		N/A
Reading, UK	Thames Valley Five		29,572,000		N/A
Wakefield, UK	Albion Mills Retail Park		22,098,000		N/A
Peterborough, UK	Maskew Retail Park		53,723,000		N/A

Total		$	582,717,000	$	6,313,000

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Distribution Policy

This section contains certain information that supplements and updates the information under the section “Distribution Policy,” which begins on page 46 of our prospectus.

The following table presents total distributions declared and paid and distributions per share:


2009 Quarters	First
Total distributions declared and paid	$	10,066,000
Distributions per share	$	0.15


2008 Quarters	First		Second		Third		Fourth
Total distributions declared and paid	$	4,882,000	$	5,907,000	$	7,511,000	$	8,989,000
Distributions per share	$	0.14375	$	0.14375	$	0.15	$	0.15

Our first quarter 2009 distributions, paid on April 17, 2009, were funded 60.22% by cash flows provided by operating activities and 39.78% from uninvested proceeds from financings of our properties. In addition, first quarter distributions totaling $4,120,000 were reinvested in our common shares pursuant to our dividend reinvestment plan.

Our 2008 distributions were funded 67.56% by cash flows provided by operating activities and 32.44% from uninvested proceeds from financings of our properties. In addition, distributions totaling $8,918,000 were reinvested in our common shares pursuant to our dividend reinvestment plan during 2008.

- 14 -

Summary Selected Financial Data

This section supersedes the information under the section “Summary Selected Financial Data,” which begins on page 48 of our prospectus.

Summary Selected Financial and Operating Data

The following table sets forth summary selected financial and operating data on a consolidated basis for our company. You should read the following summary selected financial data in conjunction with our consolidated historical financial statements and the related notes and with “Management Discussion and Analysis of Financial Conditions and Results of Operations,” which are included in our incorporated documents.

The summary historical consolidated balance sheet information as of March 31, 2009 and 2008, December 31, 2008, 2007, 2006, 2005 and 2004 as well as the summary historical consolidated statement of operations information for the three months ended March 31, 2009 and March 31, 2008 and for the periods ended December 31, 2008, 2007, 2006, 2005 and 2004 have been derived from our historical consolidated financial statements.

Our unaudited summary selected pro forma consolidated financial data is presented for the year ended December 31, 2008. Our unaudited summary selected pro forma consolidated statements of operations data for the year ended December 31, 2008 is based on our historical consolidated statements of operations and gives effect to the acquisitions of the following properties as if they were acquired on January 1, 2008 based on their statements of revenues and certain expenses, as applicable, for the (i) the Lakeside Office Center property, which was acquired on March 5, 2008, (ii) the Kings Mountain III property, which was acquired on March 14, 2008, (iii) the Thames Valley Five property, which was acquired on March 20, 2008, (iv) the Duke Buckeye Logistics Center property, which was acquired on June 12, 2008, (v) the Enclave on the Lake property, which was acquired on July 1, 2008, (vi) the Albion Mills Retail Park property, which was acquired on July 11, 2008, (vii) the Afton Ridge Shopping Center property, a joint venture interest which was acquired on September 18, 2008, (viii) the Maskew Retail Park property, which was acquired on October 23, 2008 and (ix) the Avion Midrise III & IV properties, acquired on November 18, 2008. The unaudited pro forma condensed consolidated statement of operations and consolidated balance sheet as of March 31, 2009 and the historical consolidated statement of operations and consolidated balance sheet as of March 31, 2009 reflect the same numbers due to the fact that all significant properties acquired and investments in unconsolidated entities included in the pro forma financial information are already reflected in the historical consolidated balance sheet as they were acquired prior to December 31, 2008. Our unaudited pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been for the period indicated, nor does it purport to represent our future results of operations.

- 15 -


	Historical Consolidated						Pro Forma Consolidated			Historical Consolidated
	Three Months Ended March 31,						Year Ended December 31,			Year Ended December 31,												July 1, 2004 (Date of Commencement) to December 31 2004
	2009			2008			2008			2008			2007			2006			2005			July 1, 2004 (Date of Commencement) to December 31 2004
	(in thousands, except share data)
Statement of Operations Data⁽¹⁾:
Rental	$	10,342		$	$6,971		$	44,517		$	33,396		$	14,028		$	6,630		$	4,614		$	913
Tenant Reimbursements		1,946			1,273			7,648			6,753			2,633			1,830			872			120

Total Revenue		12,288			8,244			52,165			40,149			16,661			8,460			5,486			1,033

Operating and Maintenance		1,369			648			5,049			3,739			1,217			901			374			7
Property Taxes		1,666			860			6,243			5,479			1,778			1,103			563			113
Interest		2,807			2,393			12,462			10,323			5,049			1,784			1,195			117
General and Administrative Expense		1,043			439			3,507			3,320			1,853			851			359			123
Investment Management Fee to Related Party		1,703			681			5,376			3,964			1,547			739			603			230
Class C Fee to Related Party		—			—			—			—			—			145			459			197
Depreciation and Amortization		5,722			3,151			21,178			17,171			8,050			4,618			2,478			334
Organizational Expenses		—			—			—			—			—			—			—			109

Total Expenses		14,310			8,172			53,815			43,996			19,494			10,141			6,031			1,230

Interest and Other Income		121			796			2,104			2,104			2,855			255			460			111
Net Settlement (Payments) Receipts on Interest Rate Swaps		(81	)		—			65			65			—			—			—			—
Loss on Interest Rate Swaps and Cap		(168	)		(13	)		(1,496	)		(1,496	)		—			—			—			—
(Loss) Gain on Note Payable at Fair Value		(565	)		—			1,168			1,168			—			—			—			—
Loss on Transfer of Real Estate Held for Sale to Continuing Operations		—			—			(3,451	)		(3,451	)		—			—			—			—

Total Other Income and Expenses		(693	)		783			(1,675	)		(1,675	)		2,855			255			460			111

Loss (Income) Before Provision (Benefit) for Income Taxes and Equity in Loss of Unconsolidated Entities		(2,715	)		855			(3,325	)		(5,522	)		22			(1,426	)		(85	)		(86	)
Benefit (Provision) for Income Taxes		(29	)		(171	)		82			82			(279	)		—			—			—
Equity in Loss of Unconsolidated Entities⁽²⁾		(798	)		(96	)		(619	)		(1,242	)		(150	)		—			—			—

Net (Loss ) Income		(3,542	)		588			(3,862	)		(6,682	)		(407	)		(1,426	)		(85	)		(86	)

Net Loss (Income) Attributable to Non-Controlling Operating Partnership Units		13			(5	)		15			26			4			(1,058	)		(7	)		(3	)

Net (Loss) Income Attributable to CB Richard Ellis Realty Trust Shareholders	$	(3,529	)	$	583		$	(3,847	)	$	(6,656	)	$	(403	)	$	(2,484	)	$	(92	)	$	(89	)

Per Share Data:
Basic and Diluted Net (Loss) Income Per Share—Attributable to CB Richard Ellis Realty Trust Shareholders	$	(0.05	)	$	$0.02		$	(0.08	)	$	(0.14	)	$	(0.02	)	$	(0.35	)	$	(0.01	)	$	(0.01	)

Weighted Average Common Shares Outstanding—Basic and Diluted		67,105,252			34,027,925			46,089,680			46,089,680			18,545,418			7,010,722			6,967,762			6,893,961
Dividends Declared Per Share	$	0.15		$	0.14		$	0.59		$	0.59		$	0.54		$	0.50		$	0.42		$	0.08

⁽¹⁾	The pro forma statement of operations for the three months ended March 31, 2009 is excluded from the presentation since the historical consolidated statement of operations reflects the same numbers.

⁽²⁾	Included in equity in loss of unconsolidated entities is an impairment for our unconsolidated investment in CBRE Strategic Partners Asia in the amount of $(867,000) for the three months ended March 31, 2009 and $(1,064,000) for the year ended December 31, 2008.

- 16 -


	Historical Consolidated				Historical Consolidated
	March 31,				December 31,
	2009		2008		2008		2007		2006		2005		2004
	(in thousands)
Balance Sheet Data:
Investments in Real Estate, After Accumulated Depreciation and Amortization	$	479,966	$	321,941	$	484,827	$	309,805	$	70,650	$	57,163	$	43,946
Investment in Unconsolidated Entities		128,285		64		131,703		101		—		—		—
Total Assets		741,563		493,761		709,920		435,751		97,807		94,118		73,704
Notes Payable		168,961		116,121		177,161		116,876		34,975		34,975		13,250
Loan Payable		—		45,000		—		45,000		—		—		—
Total Liabilities		216,508		192,157		220,249		189,224		44,834		41,510		18,461
Non-Controlling Interest		2,464		2,464		2,464		2,464		2,464		250		250
Shareholders’ Equity		522,591		299,140		487,207		244,063		51,344		52,358		54,993
Total Liabilities, Non-Controlling Interest and Shareholders’ Equity		741,563		493,761		709,920		435,751		97,807		94,118		73,704

⁽¹⁾	The pro forma consolidated balance sheets as of March 31, 2009 are excluded from the presentation since the historical consolidated balance sheets as of March 31, 2009 reflect the same numbers.

Non-GAAP Supplemental Financial Measure: Funds from Operations

Historical cost accounting for real estate assets in accordance with GAAP implicitly assumes that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen or fallen with market conditions, many industry analysts and investors consider presentations of operating results for REITs that use historical cost accounting to be insufficient by themselves. Consequently, the National Association of Real Estate Investment Trusts, or NAREIT, created Funds from Operations, or FFO, as a supplemental measure of REIT operating performance.

FFO is a non-GAAP measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net income. FFO, as we define it, is presented as a supplemental financial measure. Management believes that FFO is a useful supplemental measure of REIT performance. FFO does not present, nor do we intend for it to present, a complete picture of our financial condition and/or operating performance. We believe that net income, as computed under GAAP, appropriately remains the primary measure of our performance and that FFO, when considered in conjunction with net income, improves the investing public’s understanding of the operating results of REITs and makes comparisons of REIT operating results more meaningful.

We compute FFO in accordance with standards established by NAREIT. Modifications to the NAREIT calculation of FFO are common among REITs, as companies seek to provide financial measures that meaningfully reflect their business and provide greater transparency to the investing public as to how our management team considers our results of operations. As a result, our FFO may not be comparable to FFO as reported by other REITs that do not compute FFO in accordance with the NAREIT definition, or that interpret the NAREIT definition differently than we do. The revised NAREIT White Paper on FFO defines FFO as net income or loss computed in accordance with GAAP, excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property, plus real estate related depreciation and amortization (excluding amortization of deferred financing costs and depreciation of non-real estate assets), and after adjustment for unconsolidated partnerships and joint ventures.

Management believes that NAREIT’s definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time, and that depreciation charges required by GAAP do not always reflect the underlying economic realities. Likewise, the exclusion from NAREIT’s definition of FFO of gains and losses from the sales of previously depreciated operating real estate assets, allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activity and assists in

- 17 -

comparing those operating results between periods. Thus, FFO provides a performance measure that, when compared year over year, reflects the impact on our operations from trends in occupancy rates, rental rates and operating costs. Management also believes that FFO provides useful information to the investment community about our financial performance when compared to other REITs, since FFO is generally recognized as the industry standard for reporting the operations of REITs.

In addition to presenting FFO in accordance with the NAREIT definition, we also disclose FFO, as adjusted, which excludes the effects of any non-cash impairment charges. We believe that adjusting FFO to exclude these impairment charges more appropriately presents our results of operations on a comparative basis. The items that we exclude from net income are subject to significant fluctuations from period to period that cause both positive and negative effects on our results of operations, often in inconsistent and unpredictable directions. The economics underlying these excluded items are not the primary factors in management’s decision-making process. Period to period fluctuations in these items can be driven by accounting for short-term factors that are not relevant to long-term investment decisions, long-term capital structures or long-term tax planning and tax structuring decisions. Therefore, while our FFO, as adjusted, clearly differs from NAREIT’s definition of FFO, and may not be comparable to similarly named measures of other REITs and real estate companies, we believe that it provides a meaningful supplemental measure of our operating performance. We believe that investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy, thus fostering a greater degree of transparency into our management process.

Neither FFO, nor FFO as adjusted, represents cash generated from operating activities in accordance with GAAP and should not be considered as alternatives to (i) net income (determined in accordance with GAAP), as indications of our financial performance, or (ii) to cash flow from operating activities (determined in accordance with GAAP) as measures of our liquidity, nor are they indicative of funds available to fund our cash needs, including our ability to make cash distributions. We believe that to further understand our performance, each of FFO and FFO, as adjusted, should be compared with our reported net income and considered in addition to cash flows in accordance with GAAP, as presented in our Consolidated Financial Statements.

The following table presents our FFO for the three months ended March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008 (in thousands):


	Three Months Ended
	March 31, 2009			December 31, 2008			September 30, 2008			June 30, 2008

Reconciliation of net (loss) income to funds from operations:
Net (Loss) Income	$	(3,542	)	$	(3,836	)	$	(2,947	)	$	(487	)
Adjustments:
Net effect of FFO adjustment from unconsolidated entities⁽¹⁾		3,261			2,571			480			224
Real estate depreciation and amortization		5,722			5,714			4,417			3,889

FFO		5,441			4,449			5,401			3,626
Other Adjustments:
Impairment loss in unconsolidated entity		867			1,064			—			—

FFO, as adjusted	$	6,308		$	5,513		$	5,401		$	3,626

FFO per share (basic and diluted)	$	0.08		$	0.07		$	0.11		$	0.09
FFO, as adjusted, per share (basic and diluted)	$	0.09		$	0.09		$	0.11		$	0.09

⁽¹⁾	Represents our share of the FFO adjustments allowable under the NAREIT definition (primarily depreciation).

- 18 -

Incorporation of Certain Information by Reference

This Supplement No. 2 to our prospectus dated April 29, 2009 “incorporates by reference” certain information that we file with the SEC, which means that we can disclose important information to you by referring you to those documents that are considered part of this prospectus. The following documents filed with the SEC are incorporated by reference into this Supplement No. 2:

•

Our Annual Report on Form 10-K for the year ended December 31, 2008, filed on March 31, 2009;

•

Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed on May 15, 2009;

•

Our Current Report on Form 8-K/A, dated July 1, 2008, filed on July 17, 2008;

•

Our Current Report on Form 8-K/A, dated September 18, 2008, filed on December 4, 2008;

•

Our Current Report on Form 8-K/A, dated October 23, 2008, filed on January 8, 2009;

•

Our Current Report on Form 8-K, dated January 12, 2009, filed on January 13, 2009;

•

Our Current Report on Form 8-K, dated January 22, 2009, filed on January 22, 2009;

•

Our Current Report on Form 8-K, dated January 30, 2009, filed on February 5, 2009;

•

Our Current Report on Form 8-K, dated February 12, 2009, filed on February 18, 2009;

•

Our Current Report on Form 8-K, dated March 17, 2009, filed on March 23, 2009; and

•

Our Proxy Statement on Schedule 14A for our 2009 Annual Meeting of Shareholders, filed on April 16, 2009.

You can obtain any of the documents incorporated by reference in this Supplement No. 2 from us, or from the SEC through the SEC’s website at the addresswww.sec.gov. We will furnish without charge to you, on written or oral request, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents. You should direct any written requests for documents to CB Richard Ellis Realty Trust, 17 Hulfish Street, Suite 280, Princeton, New Jersey 08542, or call (609) 683-4900. Such documents may also be accessed on our website atwww.cbrerealtytrust.com. The information found on, or otherwise accessible through, our website is not incorporated information and does not form a part of this prospectus or any other report or document we file or furnish with the SEC.

- 19 -

Index to Consolidated Financial Statements

PRO FORMA FINANCIAL INFORMATION: DECEMBER 31, 2008:


Pro Forma Condensed Consolidated Financial Statements (unaudited)		F-2
Pro Forma Condensed Consolidated Statements of Operations for the Year Ended December 31, 2008 (unaudited)		F-3
Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)		F-4

F-1

CB RICHARD ELLIS REALTY TRUST

Pro Forma Condensed Consolidated Financial Statements

(unaudited)

The following unaudited pro forma condensed consolidated statements of operations of CB Richard Ellis Realty Trust (the “Company”) including its consolidated subsidiaries, for the year ended December 31, 2008 is based on the historical consolidated statements of operations of CB Richard Ellis Realty Trust and the statements of revenues and certain expenses, as applicable, for (i) the Lakeside Office Center property (“Lakeside”), which was acquired on March 5, 2008, (ii) Kings Mountain III (“KM III”), which was acquired on March 14, 2008 (iii) the Thames Valley Five property (“TVF”), which was acquired on March 20, 2008, (iv) the Duke Buckeye Logistics Center property (“Duke Buckeye”) which was contributed to the Duke joint venture on June 12, 2008, (v) the Enclave on the Lake property (“Enclave”), which was acquired on July 1, 2008. (vi) Albion Mills Retail Center (“Albion Mills”), which was acquired on July 11, 2008, (vii) Afton Ridge Shopping Center (“Afton Ridge”), a joint venture interest in which the Company acquired on September 18, 2008, (viii) the Maskew Retail Park property (“Maskew”) which was acquired on October 23, 2008, (ix) the Avion Midrise III & IV property (“Avion”) which was acquired on November 18, 2008.

The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2008 is presented as if the acquisitions of Lakeside, TVF, KM III, Duke Buckeye, Enclave, Albion Mills, Afton Ridge, Maskew and Avion had taken place on January 1, 2008.

The unaudited pro forma condensed consolidated statements of operations should be read in conjunction with the statements of operations of CB Richard Ellis Realty Trust and the statements of revenues and certain expenses of Afton Ridge, Enclave, Lakeside, Maskew and Avion along with the accompanying notes thereto. The unaudited pro forma condensed consolidated statements of operations do not purport to represent our results of operations that would actually have occurred assuming the acquisitions of Lakeside, KM III, TVF, Duke Buckeye, Enclave, Albion Mills, Afton Ridge, Maskew and Avion properties had occurred on January 1, 2008, nor do they purport to project our results of operations as of any future date or for any future period.

Our unaudited pro-forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been for the period indicated, nor does it purport to represent our future results of operations. The unaudited pro forma condensed consolidated statement of operations and consolidated balance sheet for the three months ended March 31, 2009 has not been included in the presentation of these unaudited pro forma financial statements due to the fact that all properties acquired and investments in unconsolidated joint venture investments are already reflected in the March 31, 2009 consolidated statement of operations and consolidated balance sheet included in our Quarterly Report on Form 10-Q, filed with the SEC on May 15, 2009.

F-2

CB RICHARD ELLIS REALTY TRUST

Pro Forma Condensed Consolidated Statements of Operations

For the Year Ended December 31, 2008 (unaudited)

(In Thousands, Except Share Data)


	CB Richard Ellis Realty Trust Historical			Lakeside			KMIII			TVF			Duke- Buckeye			Enclave		Afton Ridge		Maskew		Avion		Enclave Pro Forma Adjustments			Albion Mills Pro Forma Adjustments			Afton Ridge Pro Forma Adjustments			Maskew Pro Forma Adjustments			Avion Pro Forma Adjustments			Consolidated Company Pro Forma
	A			B			C			D			E			F		G		H		I		J			K			L			M			N
REVENUES
Rental	$	33,396		$	364		$	1		$	494		$	—		$	2,091	$	—	$	3,442	$	2,708	$	252		$	814		$	—		$	317		$	638		$	44,517
Tenant Reimbursements		6,753			121			—			4			—			221		—		133		345		—			—			—			11			60			7,648

Total Revenues		40,149			485			1			498			—			2,312		—		3,575		3,053		252			814			—			328			698			52,165

EXPENSES
Operating and Maintenance		3,739			90			8			4			—			591		—		136		400		—			—			—			11			70			5,049
Property Taxes		5,479			37			1			—			—			346		—		—		323		—			—			—			—			57			6,243
Interest		10,323			—			—			—			—			514		—		—		938		—			272			—			—			415			12,462
General and Administrative		3,320			—			—			—			—			44		—		15		108		—			—			—			1			19			3,507
Management Fees to Related Party		3,964			26			31			40			94			—		—		—		—		145			94			257			372			353			5,376
Depreciation and Amortization		17,171			170			147			275			10			—		—		—		—		1,056			229			—			780			1,340			21,178

Total Expenses		43,996			323			187			319			104			1,495		—		151		1,769		1,201			595			257			1,164			2,254			53,815

Other Income and Expenses
Interest and Other Income		2,104			—			—			—			—			—		—		—		—		—			—			—			—			—			2,104
Loss on Interest Rate Swaps and Cap		(1,496	)		—			—			—			—			—		—		—		—		—			—			—			—			—			(1,496	)
Gain on Note Payable at Fair Value		1,168			—			—			—			—			—		—		—		—		—			—			—			—			—			1,168
Loss on Transfer of Real Estate Held for Sale to Continuing Operations		(3,451	)		—			—			—			—			—		—		—		—		—			—			—			—			—			(3,451	)

Total Other Income and Expenses		(1,675	)		—			—			—			—			—		—		—		—		—			—			—			—			—			(1,675	)

(Loss) Income Before, Benefit for Income Taxes and Equity in Loss of Unconsolidated Entities		(5,522	)		162			(186	)		179			(104	)		817		—		3,424		1,284		(949	)		219			(257	)		(836	)		(1,556	)		(3,325	)
BENEFIT FOR INCOME TAXES		82			—			—			—			—			—		—		—		—		—			—			—			—			—			82
EQUITY IN (LOSS) INCOME OF UNCONSOLIDATED ENTITIES		(1,242	)		—			—			—			(111	)		—		1,259		—		—		—			—			(525	)		—			—			(619	)

NET (LOSS) INCOME		(6,682	)		162			(186	)		179			(215	)		817		1,259		3,424		1,284		(949	)		219			(782	)		(836	)		(1,556	)		(3,862	)

NET LOSS (INCOME) ATTRIBUTABLE TO NON-CONTROLLING OPERATING PARTNERSHIP UNITS		26			(1	)		1			(1	)		1			—		—		—		—		1			(1	)		(2	)		(10	)		1			15

NET (LOSS) INCOME ATTRIBUTABLE TO CB RICHARD ELLIS REALTY TRUST SHAREHOLDERS	$	(6,656	)	$	161		$	(185	)	$	178		$	(214	)	$	817	$	1,259	$	3,424	$	1,284	$	(948	)	$	218		$	(784	)	$	(846	)	$	(1,555	)	$	(3,847	)

Basic and Diluted Net Loss per Share – Attributable to CB Richard Ellis Realty Trust Shareholders	$	(0.14	)																																				$	(0.08	)
Weighted Average Common Shares Outstanding – Basic and Diluted		46,089,680																																						46,089,680

See accompanying notes to the pro forma condensed consolidated financial statements.

F-3

CB RICHARD ELLIS REALTY TRUST

Notes to Pro Forma Condensed Consolidated Financial Statements

(unaudited)

1.	Adjustments to Pro Forma Condensed Consolidated Statements of Operations

The adjustments to the pro forma condensed consolidated statement of operations of the Company for the year ended December 31, 2008 are as follows:

(A) Reflects the historical condensed consolidated statement of operations of the Company for the year ended December 31, 2008.

(B) Reflects the pro forma adjustment for Lakeside in order to present the operations as if the property was acquired on January 1, 2008. The Company acquired Lakeside on March 5, 2008. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense and an increase in the investment management fee through March 4, 2008 (date prior to acquisition).

Net (income) attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma income of the Lakeside property.

(C) Reflects the pro forma adjustment for KM III in order to present the operations as if the property was acquired on January 1, 2008. The Company acquired KM III on March 14, 2008. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense and an increase in the investment management fee through March 13, 2008 (date prior to acquisition).

Net loss attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma loss of the KM III property.

(D) Reflects the pro forma adjustment for TVF in order to present the operations as if the property was acquired on January 1, 2008. The Company acquired TVF on March 20, 2008. The pro forma adjustment recognizes revenues and operating expenses, depreciation and amortization expense and an increase in the investment management fee through March 19, 2008 (date prior to acquisition).

Net (income) attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma of the TVF property.

(E) Reflects the pro forma adjustment of equity in income of unconsolidated interest in Duke Buckeye as if the property was acquired on January 1, 2008. The property was contributed to the joint venture on June 12, 2008. Equity in loss of unconsolidated interest is presented to include revenues, direct operating expenses, and depreciation and amortization expense through June 11, 2008 (the date prior to contribution into the joint venture). Rental revenues are recorded on a straight line basis by the unconsolidated joint venture. The pro forma adjustments also include investment management fees and depreciation and amortization expense associated with direct Company acquisition costs outside of the joint venture.

Net loss attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma loss of the Duke Buckeye property.

(F) Reflects the historical statement of operations for the six months ended June 30, 2008 for the Enclave property in order to present the operations as if the property was acquired on January 1, 2008. The Company acquired Enclave on July 1, 2008. Revenues and operating expenses are presented on an accrual basis of accounting. Rental revenues are recorded on a straight line basis. Pro forma depreciation, amortization and investment management fee are included in the pro forma adjustments reflected in (J).

F-4

CB RICHARD ELLIS REALTY TRUST

Notes to Pro Forma Condensed Consolidated Financial Statements

(unaudited)

(G) Reflects the historical statement of equity in income of unconsolidated interest in Afton Ridge for the six months ended June 30, 2008 as if the property was acquired on January 1, 2008. A joint venture interest in the property was acquired on September 18, 2008. Equity in income of unconsolidated entity is presented to include revenues and direct operating expenses through June 30, 2008. Rental revenues are recorded on a straight line basis by the unconsolidated joint venture. Pro forma depreciation, amortization, interest expense and investment management fee are included in the pro forma adjustments reflected in (L).

(H) Reflects the historical statement of operations for the nine months ended September 30, 2008 for the Maskew property in order to present the operations as if the property was acquired on January 1, 2008 The Company acquired Maskew on October 23, 2008. Revenues and operating expenses are presented on an accrual basis of accounting. Rental revenues are recorded on a straight line basis. Pro forma depreciation and investment management fee are included in the pro forma adjustment reflected in (M).

(I) Reflects the historical statement of operations for the nine months ended September 30, 2008 for the Avion property in order to present the operations as if the property was acquired on January 1, 2008. The Company acquired Avion on November 18, 2008. Revenues and operating expenses are presented on an accrual basis of accounting. Rental revenues are recorded on a straight line basis. Pro forma depreciation, amortization and investment management fee are included in the pro forma adjustment reflected in (N).

(J) The additional pro forma adjustments for Enclave reflect the increase in rental revenue as a result of amortization of below market rents, increase in interest expense as a result of amortization of the discount from the fair value adjustment on the assumed loan, amortization of deferred loan costs, depreciation, amortization and investment management fee for the six months ended June 30, 2008 as if the property was acquired on January 1, 2008.

Net loss attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma loss of the Enclave property.

(K) Reflects the pro forma adjustment for Albion Mills in order to present the operations as if the property was acquired on January 1, 2008. The Company acquired Albion Mills on July 11, 2008. The pro forma adjustment recognizes revenues and operating expenses, interest expense, depreciation and amortization expense and investment management fee through July 10, 2008 (date prior to acquisition).

Net (income) attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma income of the Albion Mills property.

(L) Reflects the pro forma adjustments for Afton Ridge to record revenues and direct operating expenses for the period July 1, 2008 through September 17, 2008 (date prior to contribution in the joint venture). Rental revenues are recorded on a straight line basis by the unconsolidated joint venture. The pro forma adjustments also include investment management fees recorded by the Company and interest expense, depreciation and amortization expense as recorded by the unconsolidated joint venture as if the property was acquired on January 1, 2008.

Net (income) attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma equity in income of unconsolidated entities of the Afton Ridge property.

(M) Reflects the pro forma adjustments for the Maskew property to record revenues and direct operating expenses for the period October 1, 2008 through October 22, 2008 (date prior to acquisition) Rental revenues are

F-5

CB RICHARD ELLIS REALTY TRUST

Notes to Pro Forma Condensed Consolidated Financial Statements

(unaudited)

recorded on a straight line basis. The pro forma adjustments also include investment management fees recorded by the Company and depreciation and amortization expense as if the property was acquired on January 1, 2008.

Net (income) attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma income of the Maskew property.

(N) Reflects the pro forma adjustments for the Avion property to record revenues, direct operating expenses and interest expense for the period October 1, 2008 through November 17, 2008 (date prior to acquisition) Rental revenues are recorded on a straight line basis. The pro forma adjustments also include investment management fees recorded by the Company and depreciation and amortization expense as if the property was acquired on January 1, 2008.

Net loss attributable to non-controlling operating units reflects an adjustment for the allocable portion of the pro forma loss of the Avion property.

F-6

Gramercy Property Trust Inactive 424B3Prospectus supplement