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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2007



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period fromto.

Commission File Number: 001-33050



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CBRE REALTY FINANCE, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Maryland                                                       |  | 30-0314655                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

185 Asylum Street, 31st Floor, Hartford, Connecticut    06103

(Address of principal executive offices) (Zip Code)

(860) 275-6200

(Registrants telephone number, including area code)



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Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    YES  x    NO ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    YES ̈NO  x

The number of shares outstanding of the registrants common stock, $0.01 par value, was 30,726,175 as of August 14, 2007.



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CBRE REALTY FINANCE, INC.

INDEX



|         |  |                                                                                                                          |  |     
|-------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | ----
|         |  |                                                                                                                          |  | Page
|Part I.  |  | FINANCIAL INFORMATION                                                                                                    |  |     
|Item 1.  |  | Consolidated Financial Statements                                                                                        |  |     
|         |  | Consolidated Balance Sheets as of June 30, 2007 (unaudited) and December 31, 2006 (audited)                              |  | 1   
|         |  | Consolidated Statements of Income for the Three and Six Months Ended June 30, 2007 and 2006 (unaudited)                  |  | 2   
|         |  | Consolidated Statement of Stockholders Equity and Comprehensive Loss for the Six Months Ended June 30, 2007 (unaudited) |  | 3   
|         |  | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 (unaudited)                        |  | 4   
|         |  | Notes to Consolidated Financial Statements (unaudited)                                                                   |  | 5   
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                    |  | 21  
|Item 3.  |  | Quantitative and Qualitative Disclosures about Market Risk                                                               |  | 37  
|Item 4T. |  | Controls and Procedures                                                                                                  |  | 37  
|Part II. |  | OTHER INFORMATION                                                                                                        |  |     
|Item 1.  |  | Legal Proceedings                                                                                                        |  | 37  
|Item 1A. |  | Risk Factors                                                                                                             |  | 37  
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                              |  | 38  
|Item 3.  |  | Defaults Upon Senior Securities                                                                                          |  | 38  
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                      |  | 38  
|Item 5.  |  | Other Information                                                                                                        |  | 38  
|Item 6.  |  | Exhibits                                                                                                                 |  | 38  
|         |  | Signatures                                                                                                               |  | 40  
|Ex31.1: |  | Certification                                                                                                            |  |     
|Ex31.2: |  | Certification                                                                                                            |  |     
|Ex32.1: |  | Certification                                                                                                            |  |     
|Ex32.2: |  | Certification                                                                                                            |  |     

i





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PART I. FINANCIAL INFORMATION



|ITEM 1. | Consolidated Financial Statements
|------- | ---------------------------------

CBRE REALTY
FINANCE, INC.

CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except per share and share data)



|                                                                                                                                                                                   |  |                              |           |   |                            |   |           |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------- | --------- | - | -------------------------- | - | --------- | -
|                                                                                                                                                                                   |  | June 30, 2007    (Unaudited) |           |   | December 31, 2006(Audited) |  
|Assets:                                                                                                                                                                            |  |                              |           |   |                            |   |           |  
|Cash and cash equivalents                                                                                                                                                          |  | $                            | 21,244    |   |                            | $ | 17,933    |  
|Restricted cash                                                                                                                                                                    |  |                              | 83,001    |   |                            |   | 59,520    |  
|Loans and other lending investments, net                                                                                                                                           |  |                              | 1,586,602 |   |                            |   | 1,090,874 |  
|Commercial mortgage-backed securities, at fair value                                                                                                                               |  |                              | 286,757   |   |                            |   | 222,333   |  
|Real estate, net                                                                                                                                                                   |  |                              | 91,363    |   |                            |   | 66,277    |  
|Assets held for development                                                                                                                                                        |  |                              | 178,172   |   |                            |   |          |  
|Investment in joint ventures                                                                                                                                                       |  |                              | 54,223    |   |                            |   | 41,046    |  
|Derivative assets                                                                                                                                                                  |  |                              | 15,816    |   |                            |   | 373       |  
|Accrued interest                                                                                                                                                                   |  |                              | 10,009    |   |                            |   | 6,656     |  
|Other assets                                                                                                                                                                       |  |                              | 39,572    |   |                            |   | 17,677    |  
|                                                                                                                                                                                   |  |                              |           |   |                            |   |           |  
|Total assets                                                                                                                                                                       |  | $                            | 2,366,759 |   |                            | $ | 1,522,689 |  
|                                                                                                                                                                                   |  |                              |           |   |                            |   |           |  
|Liabilities and Stockholders Equity:                                                                                                                                              |  |                              |           |   |                            |   |           |  
|Liabilities:                                                                                                                                                                       |  |                              |           |   |                            |   |           |  
|Bonds payable                                                                                                                                                                      |  | $                            | 1,313,500 |   |                            | $ | 508,500   |  
|Repurchase obligations                                                                                                                                                             |  |                              | 313,602   |   |                            |   | 433,438   |  
|Mortgage payable                                                                                                                                                                   |  |                              | 192,858   |   |                            |   | 52,194    |  
|Note payable                                                                                                                                                                       |  |                              | 23,000    |   |                            |   |          |  
|Derivative liabilities                                                                                                                                                             |  |                              | 1,095     |   |                            |   | 7,549     |  
|Management fee payable                                                                                                                                                             |  |                              | 677       |   |                            |   | 712       |  
|Dividends payable                                                                                                                                                                  |  |                              | 6,452     |   |                            |   | 5,814     |  
|Accounts payable and accrued expenses                                                                                                                                              |  |                              | 18,764    |   |                            |   | 4,739     |  
|Other liabilities                                                                                                                                                                  |  |                              | 50,457    |   |                            |   | 47,060    |  
|Junior subordinated deferrable interest debentures held by trusts that issued trust preferred securities                                                                           |  |                              | 50,000    |   |                            |   | 50,000    |  
|                                                                                                                                                                                   |  |                              |           |   |                            |   |           |  
|Total liabilities                                                                                                                                                                  |  |                              | 1,970,405 |   |                            |   | 1,110,006 |  
|                                                                                                                                                                                   |  |                              |           |   |                            |   |           |  
|Commitments and contingencies                                                                                                                                                      |  |                              |          |   |                            |   |          |  
|Minority interest                                                                                                                                                                  |  |                              | 703       |   |                            |   | 813       |  
|Stockholders Equity:                                                                                                                                                              |  |                              |           |   |                            |   |           |  
|Preferred stock, par value $.01 per share; 50,000,000 shares authorized, no shares issued or outstanding at June 30, 2007 and
December 31, 2006, respectively                      |  |                              |          |   |                            |   |          |  
|Common stock par value $.01 per share; 100,000,000 shares authorized, 30,726,175 and 30,601,142 shares issued and outstanding at June 30,
2007 and December 31, 2006, respectively |  |                              | 307       |   |                            |   | 306       |  
|Additional paid-in capital                                                                                                                                                         |  |                              | 422,009   |   |                            |   | 420,986   |  
|Accumulated other comprehensive loss                                                                                                                                               |  |                              | (2,823    | ) |                            |   | (1,469    | )
|Accumulated deficit                                                                                                                                                                |  |                              | (23,842   | ) |                            |   | (7,953    | )
|                                                                                                                                                                                   |  |                              |           |   |                            |   |           |  
|Total stockholders equity                                                                                                                                                         |  |                              | 395,651   |   |                            |   | 411,870   |  
|                                                                                                                                                                                   |  |                              |           |   |                            |   |           |  
|Total liabilities and stockholders equity                                                                                                                                         |  | $                            | 2,366,759 |   |                            | $ | 1,522,689 |  
|                                                                                                                                                                                   |  |                              |           |   |                            |   |           |  

The accompanying notes are an integral part of these financial statements.



1



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CBRE REALTY FINANCE, INC.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

(Amounts in thousands, except per share and share data)



|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|-------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ---------- | - | ---------------------------------------- | - | ---------- | -------------------------------------- |  | - | -------------------------------------- | - |  | - | ---------- | -
|                                                                                                                     |  | For the Three Months Ended June 30,
2007 |            |   | For the Three Months Ended June 30,
2006 |   |            | For the Six Months Ended June 30,
2007 |  |   | For the Six Months Ended June 30,
2006 |  
|Revenues:                                                                                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Investment income                                                                                                    |  | $                                        | 29,690     |   |                                          | $ | 12,820     |                                        |  | $ | 55,230                                 |   |  | $ | 23,908     |  
|Property operating income                                                                                            |  |                                          | 2,043      |   |                                          |   | 1,424      |                                        |  |   | 3,699                                  |   |  |   | 2,096      |  
|Other income                                                                                                         |  |                                          | 2,658      |   |                                          |   | 1,125      |                                        |  |   | 3,039                                  |   |  |   | 1,725      |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Total revenues                                                                                                       |  |                                          | 34,391     |   |                                          |   | 15,369     |                                        |  |   | 61,968                                 |   |  |   | 27,729     |  
|Expenses:                                                                                                            |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Interest expense, net                                                                                                |  |                                          | 23,389     |   |                                          |   | 9,178      |                                        |  |   | 40,934                                 |   |  |   | 14,667     |  
|Management fees                                                                                                      |  |                                          | 2,026      |   |                                          |   | 1,421      |                                        |  |   | 4,090                                  |   |  |   | 2,848      |  
|Property operating expenses                                                                                          |  |                                          | 1,253      |   |                                          |   | 659        |                                        |  |   | 2,154                                  |   |  |   | 876        |  
|Other general and administrative (including $933, $957, $1,024 and $1,828, respectively of stock-based compensation) |  |                                          | 3,043      |   |                                          |   | 2,007      |                                        |  |   | 4,837                                  |   |  |   | 4,484      |  
|Depreciation and amortization                                                                                        |  |                                          | 462        |   |                                          |   | 425        |                                        |  |   | 1,289                                  |   |  |   | 678        |  
|Loss on impairment of asset                                                                                          |  |                                          | 7,764      |   |                                          |   |           |                                        |  |   | 7,764                                  |   |  |   |           |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Total expenses                                                                                                       |  |                                          | 37,937     |   |                                          |   | 13,690     |                                        |  |   | 61,068                                 |   |  |   | 23,553     |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Loss on sale of investment                                                                                           |  |                                          |           |   |                                          |   |           |                                        |  |   | (287                                   | ) |  |   | (152       | )
|Gain (loss) on derivatives                                                                                           |  |                                          | (60        | ) |                                          |   | 324        |                                        |  |   | (167                                   | ) |  |   | 3,635      |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Income (loss) from continuing operations before equity in net income (loss) of unconsolidated joint ventures         |  |                                          | (3,606     | ) |                                          |   | 2,003      |                                        |  |   | 446                                    |   |  |   | 7,659      |  
|Equity in net income (loss) of unconsolidated joint ventures                                                         |  |                                          | (980       | ) |                                          |   | 236        |                                        |  |   | (3,509                                 | ) |  |   | 236        |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Net income (loss) before minority interest                                                                           |  |                                          | (4,586     | ) |                                          |   | 2,239      |                                        |  |   | (3,063                                 | ) |  |   | 7,895      |  
|Minority interest                                                                                                    |  |                                          | (28        | ) |                                          |   | (12        | )                                      |  |   | (80                                    | ) |  |   | (21        | )
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Net income (loss)                                                                                                    |  | $                                        | (4,558     | ) |                                          | $ | 2,251      |                                        |  | $ | (2,983                                 | ) |  | $ | 7,916      |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Weighted-average shares of common stock outstanding:                                                                 |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Basic                                                                                                                |  |                                          | 30,215,691 |   |                                          |   | 20,046,183 |                                        |  |   | 30,188,881                             |   |  |   | 20,023,219 |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Diluted                                                                                                              |  |                                          | 30,215,691 |   |                                          |   | 20,216,751 |                                        |  |   | 30,188,881                             |   |  |   | 20,216,431 |  
|Earnings (loss) per share of common stock:                                                                           |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Basic                                                                                                                |  | $                                        | (0.15      | ) |                                          | $ | 0.11       |                                        |  | $ | (0.10                                  | ) |  | $ | 0.40       |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Diluted                                                                                                              |  | $                                        | (0.15      | ) |                                          | $ | 0.11       |                                        |  | $ | (0.10                                  | ) |  | $ | 0.39       |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|Dividends declared per share of common stock:                                                                        |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  
|                                                                                                                     |  | $                                        | 0.21       |   |                                          | $ | 0.35       |                                        |  | $ | 0.42                                   |   |  | $ | 0.35       |  
|                                                                                                                     |  |                                          |            |   |                                          |   |            |                                        |  |   |                                        |   |  |   |            |  

The accompanying notes are an integral part of these financial statements.



2



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CBRE REALTY FINANCE, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS (UNAUDITED)

For the Six Months
Ended June 30, 2007

(Amounts in thousands, except share data)



|                                                             |  |              |   |                            |           |     |                                   |   |         |                    |  |   |         |   |  |                   |         |   |  |   |         |   |  |   |         |  
|------------------------------------------------------------ |  | ------------ | - | -------------------------- | --------- | --- | --------------------------------- | - | ------- | ------------------ |  | - | ------- | - |  | ----------------- | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                                             |  | Common Stock |   | Additional Paid In-Capital |           |     | AccumulatedOtherComprehensiveLoss |   |         | AccumulatedDeficit |  |   | Total   |   |  | ComprehensiveLoss |        
|                                                             |  | Shares       |   |                            | Par Value |     |                                   |   |         |                   
|Balance at December 31, 2006                                 |  | 30,601,142   |   |                            | $         | 306 |                                   | $ | 420,986 |                    |  | $ | (1,469  | ) |  | $                 | (7,953  | ) |  | $ | 411,870 |   |  | $ |        |  
|Issuance of restricted shares of common stock                |  | 130,200      |   |                            |           | 1   |                                   |   | (1      | )                  |  |   |        |   |  |                   |        |   |  |   |        |   |  |   |        |  
|Stock based compensation                                     |  |             |   |                            |           |    |                                   |   | 1,024   |                    |  |   |        |   |  |                   |         |   |  |   | 1,024   |   |  |   |        |  
|Net loss                                                     |  |             |   |                            |           |    |                                   |   |        |                    |  |   |        |   |  |                   | (2,983  | ) |  |   | (2,983  | ) |  |   | (2,983  | )
|Net unrealized loss on commercial mortgage backed securities |  |             |   |                            |           |    |                                   |   |        |                    |  |   | (15,515 | ) |  |                   |        |   |  |   | (15,515 | ) |  |   | (15,515 | )
|Net unrealized gain on cash flow hedges                      |  |             |   |                            |           |    |                                   |   |        |                    |  |   | 14,161  |   |  |                   |        |   |  |   | 14,161  |   |  |   | 14,161  |  
|Cash dividends declared or paid                              |  |             |   |                            |           |    |                                   |   |        |                    |  |   |        |   |  |                   | (12,906 | ) |  |   | (12,906 | ) |  |   |        |  
|Forfeitures of common stock awards                           |  | (5,167       | ) |                            |           |     |                                   |   |         |                    |  |   |         |   |  |                   |         |   |  |   |         |   |  |   |         |  
|                                                             |  |              |   |                            |           |     |                                   |   |         |                    |  |   |         |   |  |                   |         |   |  |   |         |   |  |   |         |  
|Balance at June 30, 2007                                     |  | 30,726,175   |   |                            | $         | 307 |                                   | $ | 422,009 |                    |  | $ | (2,823  | ) |  | $                 | (23,842 | ) |  | $ | 395,651 |   |  | $ | (4,337  | )
|                                                             |  |              |   |                            |           |     |                                   |   |         |                    |  |   |         |   |  |                   |         |   |  |   |         |   |  |   |         |  

The accompanying notes are an integral part of these financial statements.



3



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CBRE REALTY FINANCE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(Amounts in thousands)



|                                                                                         |  |                                      |          |   |                                      |   |          |  
|---------------------------------------------------------------------------------------- |  | ------------------------------------ | -------- | - | ------------------------------------ | - | -------- | -
|                                                                                         |  | For the SixMonths EndedJune 30, 2007 |          |   | For the SixMonths EndedJune 30, 2006 |  
|Operating activities                                                                     |  |                                      |          |   |                                      |   |          |  
|Net income (loss)                                                                        |  | $                                    | (2,983   | ) |                                      | $ | 7,916    |  
|Adjustments to reconcile net income (loss) to net cash provided by operating activities: |  |                                      |          |   |                                      |   |          |  
|Equity in net (income) loss of unconsolidated joint ventures                             |  |                                      | 3,509    |   |                                      |   | (236     | )
|Premium (discount) amortization, net                                                     |  |                                      | 242      |   |                                      |   | 791      |  
|Other amortization                                                                       |  |                                      | 1,560    |   |                                      |   | 415      |  
|Depreciation                                                                             |  |                                      | 781      |   |                                      |   | 380      |  
|Stock-based compensation                                                                 |  |                                      | 1,024    |   |                                      |   | 1,828    |  
|Loss on impairment of originated loan                                                    |  |                                      | 7,764    |   |                                      |   |         |  
|Realized loss on sale of investment                                                      |  |                                      | 287      |   |                                      |   | 152      |  
|Realized (gain) loss on derivatives                                                      |  |                                      | 113      |   |                                      |   | (3,658   | )
|Unrealized gains on derivatives                                                          |  |                                      | 54       |   |                                      |   | 24       |  
|Changes in operating assets and liabilities:                                             |  |                                      |          |   |                                      |   |          |  
|Restricted cash                                                                          |  |                                      | (571     | ) |                                      |   | (241     | )
|Accrued interest                                                                         |  |                                      | (3,353   | ) |                                      |   | (595     | )
|Other assets                                                                             |  |                                      | 4,895    |   |                                      |   | 1,018    |  
|Management fee payable                                                                   |  |                                      | (34      | ) |                                      |   |         |  
|Accounts payable and accrued expenses                                                    |  |                                      | 3,563    |   |                                      |   | (1,884   | )
|Other liabilities                                                                        |  |                                      | 526      |   |                                      |   | (2,856   | )
|                                                                                         |  |                                      |          |   |                                      |   |          |  
|Net cash provided by operating activities                                                |  |                                      | 17,377   |   |                                      |   | 3,054    |  
|                                                                                         |  |                                      |          |   |                                      |   |          |  
|Investing activities:                                                                    |  |                                      |          |   |                                      |   |          |  
|Purchase of commercial mortgage-backed securities                                        |  |                                      | (86,542  | ) |                                      |   | (61,134  | )
|Repayments of commercial mortgage-backed securities principal                            |  |                                      | 3,098    |   |                                      |   | 220      |  
|Proceeds from sale of available for sale securities                                      |  |                                      | 4,085    |   |                                      |   |         |  
|Origination and purchase of loans                                                        |  |                                      | (632,229 | ) |                                      |   | (250,410 | )
|Repayments of loan principal                                                             |  |                                      | 59,047   |   |                                      |   | 7,743    |  
|Proceeds from sale of loans                                                              |  |                                      | 17,103   |   |                                      |   | 44,642   |  
|Acquisition of assets held for development                                               |  |                                      | (2,230   | ) |                                      |   |         |  
|Real estate acquisition                                                                  |  |                                      | (871     | ) |                                      |   | (32,797  | )
|Investments in unconsolidated joint ventures                                             |  |                                      | (16,629  | ) |                                      |   | (37,699  | )
|Cash and cash equivalents from acquired investments                                      |  |                                      | 73       |   |                                      |   |         |  
|Restricted cash                                                                          |  |                                      | (29,924  | ) |                                      |   | (22,158  | )
|Other assets                                                                             |  |                                      | (12,750  | ) |                                      |   |         |  
|Other liabilities                                                                        |  |                                      | 1,979    |   |                                      |   |         |  
|                                                                                         |  |                                      |          |   |                                      |   |          |  
|Net cash used in investing activities                                                    |  |                                      | (695,790 | ) |                                      |   | (351,593 | )
|                                                                                         |  |                                      |          |   |                                      |   |          |  
|Financing activities:                                                                    |  |                                      |          |   |                                      |   |          |  
|Proceeds from issuance of collateralized debt obligations                                |  |                                      | 805,000  |   |                                      |   | 508,500  |  
|Proceeds from borrowings under repurchase agreements                                     |  |                                      | 459,545  |   |                                      |   | 222,371  |  
|Repayments of borrowings from repurchase agreements                                      |  |                                      | (579,381 | ) |                                      |   | (406,445 | )
|Proceeds from mortgage loans                                                             |  |                                      | 475      |   |                                      |   | 24,196   |  
|Proceeds from note payable                                                               |  |                                      | 23,000   |   |                                      |   |         |  
|Proceeds from settlement of derivatives                                                  |  |                                      |         |   |                                      |   | 6,501    |  
|Payments from settlement of derivatives                                                  |  |                                      | (8,044   | ) |                                      |   |         |  
|Deferred financing and acquisition costs paid                                            |  |                                      | (14,743  | ) |                                      |   | (9,389   | )
|Restricted cash                                                                          |  |                                      | 8,250    |   |                                      |   |         |  
|Minority interest                                                                        |  |                                      | (110     | ) |                                      |   | 442      |  
|Dividends paid to common stockholders                                                    |  |                                      | (12,268  | ) |                                      |   | (6,191   | )
|Net cash provided by financing activities                                                |  |                                      | 681,724  |   |                                      |   | 339,985  |  
|                                                                                         |  |                                      |          |   |                                      |   |          |  
|Net increase (decrease) in cash and cash equivalents                                     |  |                                      | 3,311    |   |                                      |   | (8,554   | )
|Cash and cash equivalents, beginning of the period                                       |  |                                      | 17,933   |   |                                      |   | 49,377   |  
|                                                                                         |  |                                      |          |   |                                      |   |          |  
|Cash and cash equivalents, end of period                                                 |  | $                                    | 21,244   |   |                                      | $ | 40,823   |  
|                                                                                         |  |                                      |          |   |                                      |   |          |  
|Supplemental disclosure of cash flow information                                         |  |                                      |          |   |                                      |   |          |  
|Interest paid                                                                            |  | $                                    | 34,617   |   |                                      | $ | 18,762   |  
|Income taxes paid                                                                        |  | $                                    |         |   |                                      | $ |         |  
|Interest capitalized                                                                     |  | $                                    | 702      |   |                                      | $ |         |  
|Foreclosed assets assumed                                                                |  | $                                    | 203,249  |   |                                      | $ |         |  
|Foreclosed liabilities assumed                                                           |  | $                                    | 151,542  |   |                                      | $ |         |  

The accompanying notes are an integral part of these financial statements.



4



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CBRE REALTY FINANCE, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2007

(Dollars in thousands, except per share and share data)

NOTE 1ORGANIZATION

CBRE Realty Finance, Inc., (the Company), was organized in Maryland on May 10,
2005, as a commercial real estate specialty finance company focused on originating, acquiring, investing in, financing and managing a diversified portfolio of commercial real estate related loans and securities, including whole loans, bridge loans,
subordinate interests in whole loans, or B Notes, commercial mortgage-backed securities (CMBS), and mezzanine loans primarily in the United States. The Company commenced operations on June 9, 2005. The Company is a holding company
that conducts its business through wholly-owned or majority-owned subsidiaries.

The Company is externally managed and advised by CBRE
Realty Finance Management, LLC (the Manager), an indirect subsidiary of CB Richard Ellis Group, Inc. (CBRE), and a direct subsidiary of CBRE/Melody & Company (CBRE/Melody). As of June 30, 2007, CBRE
also owned an approximately 4.6% interest in the outstanding shares of the Companys common stock. In addition, certain of the Companys executive officers and directors and certain executive officers and directors of CBRE and CBRE/Melody
owned an approximately 4.2% interest in the outstanding shares of the Companys common stock.

The Company has elected to qualify to
be taxed as a real estate investment trust (REIT) for U. S. federal income tax purposes commencing with the Companys taxable year ended December 31, 2005. As a REIT, the Company generally will not be subject to federal income
tax on that portion of income that is distributed to stockholders if at least 90% of the Companys REIT taxable income is distributed to the Companys stockholders. The Company conducts its operations so as to not be regulated as an
investment company under the Investment Company Act of 1940, as amended (the 1940 Act).

As of June 30, 2007, the net
carrying value of investments held by the Company was approximately $2.0 billion, including origination costs and fees and net of repayments and sales of partial interests in loans and CMBS, with a weighted average spread to 30-day LIBOR of 317
basis points for the Companys floating rate investments and a weighted average yield of 6.95% for the Companys fixed rate investments.

Given the recent volatility in the capital markets, the Company has halted making new investments in the near-term. The current credit market environment is unstable and the Company continues to review and analyze the impact on potential
avenues of liquidity. The Company has a warehouse line with each of Wachovia Bank, National Association (Wachovia) and Deutsche Bank AG, Cayman Islands Branch (Deutsche Bank). On August 6, 2007, the master repurchase
agreement with Deutsche Bank (the DB Warehouse Facility), on which the Company has $14,336 outstanding debt secured by one first mortgage, was amended to change the repurchase date to September 5, 2007, at which point the DB
Warehouse Facility will terminate and the Company will need to repay the amount outstanding on such facility. The Company anticipates selling the asset underlying this facility to satisfy this obligation. If the Company is unsuccessful, it will need
to use existing sources of cash or sell other assets to satisfy this obligation.

On August 6, 2007, the Company received a margin
deficit notice from Wachovia stating that a margin deficit under a master repurchase agreement with Wachovia (the Wachovia Warehouse Facility) exists, and demanding that the Company transfer $26,717 to Wachovia in immediately available
funds on August 8, 2007. The deadline was initially extended by Wachovia to August 9, 2007 pursuant a letter, dated as of August 8, 2007. The Company wired $17,000 in cash to Wachovia on August 9, 2007. The Company is in the
process of negotiating with Wachovia the remainder of the margin deficit and discussing the amount and manner of payment through either (i) borrowing under a $75,000 revolving credit facility under the Companys second CDO, (ii) through the
pledge of certain unencumbered assets, (iii) through the contribution of certain assets securing the Wachovia Warehouse Facility into the Companys second CDO or (iv) through the use of available cash on hand. The deadline for the remaining
$9,717 margin deficit was extended by Wachovia to August 14, 2007 pursuant to a letter, dated as of August 9, 2007.

On August
14, 2007 the Company transferred two assets off the Wachovia Warehouse Facility into one of its existing CDOs, thereby reducing the margin requirement by $2,962. The Company also wired $5,107 in cash towards satisfaction of the margin deficit. The
Company expects to receive an extension to August 16, 2007 to continue negotiation on the amount and timing of the remaining $1,648 margin deficit.

Liquidity is a measurement of the Companys ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund loans and other investments, pay
dividends, fund the development of its foreclosed assets and for other general business needs. The Companys primary sources of funds for short-term liquidity, including working capital, distributions, additional investments and development
activities for the foreclosed assets consist of (i) cash flow from operations; (ii) borrowings under its master repurchase agreement with Wachovia; (iii) proceeds from its existing CDOs or other forms of financing or additional
securitizations or CDO offerings; (iv) proceeds from additional common or preferred equity offerings or offerings of trust preferred securities; (v) proceeds from principal payments on its investments; (vi) proceeds from potential
joint ventures; and (vii) proceeds from potential loan and asset sales. The Company believes these sources of funds will be sufficient to meet its liquidity requirements described above, including repaying the DB Warehouse Facility and meeting
the margin deficit under the Wachovia Warehouse Facility.

Due to recent market turbulence, the Company
does not anticipate having the ability over the next fiscal quarter to access equity capital through the public markets or debt capital through warehouse lines, new CDO issuances, or new trust preferred issuances. Therefore, it will rely on cash
flows from operations, principal payments on its investments, and proceeds from potential joint ventures and asset and loan sales to satisfy these requirements. If the Company (i) is unable to renew, replace or expand its sources of financing
on substantially similar terms, (ii) is unable to execute asset and loan sales on time or to receive anticipated proceeds therefrom, (iii) fully utilizes available cash or (iv) is unable to secure a joint venture on favorable terms or
at all, it may have an adverse effect on its business, results of operations and ability to make distributions to its stockholders.

The
Company has plans to restart its lending program when it is comfortable with the expected pricing of, and has reasonable access to, capital both in the debt and equity markets that will enable the Company to achieve its growth objectives. The
Company is considering several equity and debt capital raising options.

Depending on market conditions, the Company expects that its
borrowings will be in the range of 70% and 80% of the carrying value of its total assets. The Companys borrowings may require it, among other restrictive covenants, to keep uninvested cash on hand, maintain a certain portion of its assets free
from liens and to secure such borrowings with its assets. These conditions would limit the Companys ability to do further borrowings. If the Company is unable to make required payments under such borrowings, breach any representation or
warranty in the loan documents or violate any covenant contained in a loan document, its lender may accelerate the maturity of its debt or require it to pledge more collateral. If the Company is unable to pay off its borrowings in such a situation,
(i) the Company may need to prematurely sell the assets securing such debt, (ii) the lender could accelerate the debt and foreclose on the Companys assets that are pledged as collateral to such lender or (iii) such lender could force the
Company to take other acts as to protect the value of its collateral. Any such event would have a material adverse effect on the Companys liquidity and the value of its common stock.



5



---

NOTE 2BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U. S. generally accepted accounting principles (GAAP) for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six-month periods ended June 30, 2007 are not necessarily indicative of the results that
may be expected for the year ending December 31, 2007. The consolidated financial statements include the Companys accounts and those of the Companys subsidiaries, which are wholly-owned or controlled by the Company or entities which
are variable interest entities (VIE) in which the Company is the primary beneficiary under Financial Accounting Standards Board (FASB) Interpretation No. 46R Consolidation of Variable Interest Entities
(FIN 46R). All significant intercompany transactions and balances have been eliminated in consolidation.

NOTE 3SIGNIFICANT ACCOUNTING
POLICIES

Reserve for Possible Credit Losses and Impairment of Loans

The Company periodically evaluates each of its loans and other investments for possible impairment. Loans and other investments are considered to be
impaired, for financial reporting purposes, when it is deemed probable that the Company will be unable to collect all amounts due according to the contractual terms of the original agreements, or for loans purchased at a discount for credit quality,
when the Company determines that it is probable that it will be unable to collect as anticipated. Significant judgment is required both in determining impairment and in estimating the resulting loss allowance. If it is determined that an investment
is impaired, the Company records the investment at its fair value if such value is less than the carrying value. Changes in market conditions, as well as changes in the assumptions or methodology used to determine fair value, could result in a
significant change in the recorded amount in our investment.

Specific valuation allowances are established for impaired loans based on the
fair value of collateral on an individual loan basis. The fair value of collateral is determined by an evaluation of operating cash flow from the property during the projected holding period, and estimated sales value computed by applying an
expected capitalization rate to the stabilized net operating income of the specific property, less selling costs, discounted at market discount rates. If upon completion of the valuation, the fair value of the underlying collateral securing the
impaired loan or other investment is less than the net carrying value of the loan or other investment, an allowance is created with a corresponding charge to the provision for loan losses. The allowance for each loan or other investment is
maintained at a level the Company believes is adequate to absorb probable losses. Actual losses may differ from the Companys estimates.

In May 2007, the Company foreclosed on its subordinated mortgage on the Rodgers Forge property. Rodgers Forge is an apartment to condominium conversion project that was under development at the time of foreclosure. After taking control and
possession of Rodgers Forge, management evaluated the best use of the underlying property and performed studies on the cost to complete development efforts and the demand for rental property and completed condominium units. Based on the results of
these studies and analysis, management estimated the fair market value of the development project using a discounted cash flow analysis. The results of the valuation indicated that the estimated fair market value of Rodgers Forge on the date of
foreclosure approximated the carrying value of $22,400.

Also in May 2007, the Company foreclosed on a 100% interest in Montrose Investment
Holdings, LLC (Montrose) which was held as collateral for one of the Companys mezzanine loans. Montrose has title to the Monterey property, an apartment to condominium conversion project that was under development at the time of
foreclosure. Shortly after the foreclosure proceedings, management received notification from the Montgomery County Housing Authority (the Housing Authority) that the Housing Authority believed it was entitled to a right of first refusal
to purchase the Monterey property from the Company pursuant to county specific statutes and proposed that a proportion of completed condominium units be sold below market. Although the claim was recently successfully resolved, it had delayed the
Company from resuming development and sales efforts and implementing its intended business plan for the project.

After taking control and
possession of the Monterey property, management determined the fair value of the Monterey property based on various factors, including, the best use of the underlying property, the time frame the Company is expected to resume development activities
after resolving the claim with the Housing Authority and studies on the cost to complete development efforts and the demand for completed condominium units. Based on the results of this analysis, management determined that the fair market value of
the net assets received on the date of foreclosure was approximately $29,300, which is less than the carrying value on the date of acquisition of $37,100. The deficit was driven by various factors, including the delay in development and sales
efforts on the project due to the claim by the Housing Authority, an increase in secured liens assumed by the previous owner, and an increase in the estimated costs to complete the project. As a result, the Company concluded that the foreclosure
event triggered an impairment of $7,800 which has been recorded in the consolidated statements of operations for the three and six month periods ended June 30, 2007.

Assets Held for Development

Assets held for development consists of the cost of unsold condominium
units for the Rodgers Forge and Monterey properties. In addition to direct building, land and renovation costs, assets held for development also includes interest costs, real estate taxes and direct overhead related to the projects. Costs are
capitalized as assets held for development beginning with the commencement of the project and ending with the completion of units within the project. Assets held for development is reduced by any rental or other incidental income recognized during
the development period. Assets held for development is stated at the lower of cost or fair value.

Impairment of Long-Lived Assets

The Company evaluates potential impairments of long-lived assets, including assets held for development and real estate, in accordance with FASB Statement
of Financial Accounting Standards 144, Accounting for the Impairment or Disposal of Long-Lived Assets, or SFAS 144. SFAS 144 establishes procedures for the review of recoverability and measurement of impairment, if necessary, of
long-lived assets held and used by an entity. SFAS 144 requires that assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. The Company would be
required to recognize an impairment loss if the carrying amount of long-lived assets is not recoverable based on their undiscounted cash flows. The measurement of impairment loss is then based on the difference between the carrying amount and the
fair value of the asset. If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, the Company may be exposed to impairment losses that could be material to the results of
operations.



6



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New Accounting Pronouncements

In June 2007, the AICPA issued Statement of Position 07-1, (SOP 07-1), Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity
Method Investors for Investments in Investment Companies. SOP 07-1 expands the scope of the AICPA Audit and Accounting Guide, Investment Companies (the Guide) beyond entities regulated by the Investment Company Act of
1940, such that legal entities whose business purpose and activity are investing in multiple substantive investments for current income, capital appreciation, or both, with investment plans that include exit strategies may be required to apply the
Guide. SOP 07-1 is effective for the Company on January 1, 2008. The Company is currently evaluating the effect, if any, that this pronouncement will have on its financial condition, results of operations and disclosures.

NOTE 4LOANS AND OTHER LENDING INVESTMENTS, NET

The aggregate carrying values allocated by product type and weighted average coupons of the Companys loans and other lending investments as of June 30, 2007 and December 31, 2006, were as follows:



|                                                    |  |                                     |           |                              |   |           |                          |     |      |                                              |     |      |  |      |      |  |      |      |  |        |  |       
|--------------------------------------------------- |  | ----------------------------------- | --------- | ---------------------------- | - | --------- | ------------------------ | --- | ---- | -------------------------------------------- | --- | ---- |  | ---- | ---- |  | ---- | ---- |  | ------ |  | ------
|                                                    |  | Carrying Value (1) ($ in thousands) |           | Allocation byInvestment Type |   |           | Fixed Rate:Average Yield |     |      | Floating Rate: Average Spread over LIBOR (2)
|                                                    |  | 2007                                |           | 2006                         |   | 2007      |                          |     | 2006 |                                              |     | 2007 |  |      | 2006 |  |      | 2007 |  | 2006  
|Whole loans(3), fixed
rate                          |  | $                                   | 730,891   |                              | $ | 581,520   |                          | 46  | %    |                                              | 53  | %    |  | 6.50 | %    |  | 6.37 | %    |  |        |  |       
|Whole loans(3), floating
rate                       |  |                                     | 310,360   |                              |   | 147,846   |                          | 20  | %    |                                              | 14  | %    |  |     |      |  |     |      |  | 210bps |  | 227bps
|Mezzanine loans, fixed rate                         |  |                                     | 74,406    |                              |   | 111,402   |                          | 5   | %    |                                              | 10  | %    |  | 9.68 | %    |  | 8.52 | %    |  |       |  |      
|Mezzanine loans, floating rate                      |  |                                     | 238,446   |                              |   | 99,452    |                          | 15  | %    |                                              | 9   | %    |  |     |      |  |     |      |  | 490bps |  | 453bps
|Subordinate interests in whole loans, fixed rate    |  |                                     | 66,469    |                              |   | 40,869    |                          | 4   | %    |                                              | 4   | %    |  | 8.92 | %    |  | 9.19 | %    |  |       |  |      
|Subordinate interests in whole loans, floating rate |  |                                     | 166,030   |                              |   | 109,785   |                          | 10  | %    |                                              | 10  | %    |  |     |      |  |     |      |  | 322bps |  | 429bps
|                                                    |  |                                     |           |                              |   |           |                          |     |      |                                              |     |      |  |      |      |  |      |      |  |        |  |       
|Total / Average                                     |  | $                                   | 1,586,602 |                              | $ | 1,090,874 |                          | 100 | %    |                                              | 100 | %    |  | 6.95 | %    |  | 6.85 | %    |  | 329bps |  | 352bps
|                                                    |  |                                     |           |                              |   |           |                          |     |      |                                              |     |      |  |      |      |  |      |      |  |        |  |       

---

|(1) | Loans and other lending investments are presented after scheduled amortization payments and prepayments, and are gross of premiums, discounts and unamortized fees.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Benchmark rate is 30-day LIBOR.
|--- | -------------------------------

|(3) | Includes originated whole loans, acquired whole loans and bridge loans.
|--- | -----------------------------------------------------------------------

The carrying value of the Companys loans and other lending investments is gross of premiums, unamortized fees, and discounts of $1,679 and $6,369 at June 30, 2007 and December 31, 2006, respectively.

The Company has identified one mezzanine loan as of June 30, 2007, as a variable interest in a VIE and has determined that the
Company is not the primary beneficiary of this VIE and as such the VIE should not be consolidated in the Companys consolidated financial statements. As of June 30, 2007, the Companys maximum exposure to loss would not exceed the
carrying amount of this investment, or $42,830.

Watch List Assets

The Company conducts a quarterly comprehensive credit review, resulting in an individual risk classification being assigned to each asset. This review is designed to enable management to evaluate and proactively
manage asset-specific credit issues and identify credit trends on a portfolio-wide basis as an early warning system. As of June 30, 2007, there were no watch list assets.

Non-Performing Loans

Non-performing loans include
all loans on non-accrual status. The Company transfers loans to non-accrual status at such time as: (1) management determines the borrower is incapable of curing, or has ceased efforts towards curing the cause of a default; (2) the loan
becomes 90 days delinquent; (3) the loan has a maturity default; or (4) the net realizable value of the loans underlying collateral approximates the Companys carrying value of such loan. Interest income is recognized only upon
actual cash receipt for loans on non-accrual status. As of June 30, 2007, there were no non-performing loans.

Foreclosed Assets

The two foreclosed assets, which were previously classified as a non-performing loan and a watch list asset, respectively,
are the Monterey property in Bethesda, Maryland and the Rodgers Forge in Towson, Maryland. The Company foreclosed on the Monterey property, a 434-unit condominium conversion project, on May 9, 2007 and took immediate control. The Company
foreclosed on Rodgers Forge, a 508-unit condominium conversion project on May 4, 2007 and took control on June 19, 2007 after court ratification awarded it legal control of the property. During the six months ended June 30, 2007, the
Company funded $10,300 in connection with the foreclosed assets to cure defaults of senior debt, pay real estate taxes, pay assumed liens and pay for attorney and appraisal services related to the foreclosures. The Company intends to continue
developing each of these properties and will explore exiting the property when and if a buyers can be identified at reasonable exit prices.



7



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Each of these acquisitions qualified as a business combination under FASB Statement of Financial
Accounting Standards 141 Business Combinations. The purchase price was allocated to the estimated fair value of the assets acquired and liabilities assumed. The following table sets forth the calculation of the allocation of purchase
price:



|                                           |  |                            |          |  
|------------------------------------------ |  | -------------------------- | -------- | -
|                                           |  | Estimated FairMarket Value |         
|Tangible assets acquired:                  |  |                            |          |  
|Cash, cash equivalents and restricted cash |  | $                          | 1,309    |  
|Assets under development and real estate   |  |                            | 201,426  |  
|Other assets                               |  |                            | 514      |  
|Liabilities assumed:                       |  |                            |          |  
|Accounts payable and accrued liabilities   |  |                            | (10,462  | )
|Mortgages payable                          |  |                            | (140,188 | )
|Other liabilities                          |  |                            | (892     | )
|                                           |  |                            |          |  
|Total net assets acquired                  |  | $                          | 51,707   |  
|                                           |  |                            |          |  

The allocation of the purchase price continues to be subject to adjustment upon final valuation of certain
acquired assets and liabilities. The results of operations of the acquisitions are included in the income statement from the date of acquisition in May 2007 through June 30, 2007. Had the acquisitions occurred on January 1, 2006, there
would not have been a material impact on the results of operations on a pro forma basis. No material intangible assets were identified in the acquisitions.

Geographic Concentration Risk

At June 30, 2007 and December 31, 2006, the Companys loan and other lending
investments had the following geographic diversification, as defined by the National Council of Real Estate Investment Fiduciaries, or NCREIF:



|           |  |               |           |           |                   |   |               |   |           |  |     |  
|---------- |  | ------------- | --------- | --------- | ----------------- | - | ------------- | - | --------- |  | --- | -
|           |  | June 30, 2007 |           |           | December 31, 2006 |  
|Region     |  | CarryingValue |           | % ofTotal |                   |   | CarryingValue |   | % ofTotal | 
|West       |  | $             | 689,399   |           | 43                | % |               | $ | 418,284   |  | 38  | %
|East       |  |               | 490,115   |           | 31                | % |               |   | 302,313   |  | 28  | %
|South      |  |               | 240,827   |           | 15                | % |               |   | 234,012   |  | 21  | %
|Midwest    |  |               | 113,876   |           | 7                 | % |               |   | 86,563    |  | 8   | %
|Nationwide |  |               | 52,385    |           | 4                 | % |               |   | 49,702    |  | 5   | %
|           |  |               |           |           |                   |   |               |   |           |  |     |  
|Total      |  | $             | 1,586,602 |           | 100               | % |               | $ | 1,090,874 |  | 100 | %



8



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NOTE 5CMBS

The following table summarizes the Companys CMBS investments, aggregated by investment category, as of June 30, 2007, which are carried at estimated fair value:



|                                    |  |               |         |                 |   |                  |  |   |                     |   |  |   |        
|----------------------------------- |  | ------------- | ------- | --------------- | - | ---------------- |  | - | ------------------- | - |  | - | -------
|Security Description                |  | AmortizedCost |         | UnrealizedGains |   | UnrealizedLosses |  |   | EstimatedFair Value
|CMBS Class BBB                      |  | $             | 187,004 |                 | $ | 165              |  | $ | (7,161              | ) |  | $ | 180,008
|CMBS Class BB                       |  |               | 66,129  |                 |   |                 |  |   | (3,153              | ) |  |   | 62,976 
|CMBS Class B                        |  |               | 42,836  |                 |   | 150              |  |   | (1,826              | ) |  |   | 41,160 
|CMBS Class NR                       |  |               | 2,759   |                 |   |                 |  |   | (146                | ) |  |   | 2,613  
|                                    |  |               |         |                 |   |                  |  |   |                     |   |  |   |        
|Total securities available-for-sale |  | $             | 298,728 |                 | $ | 315              |  | $ | (12,286             | ) |  | $ | 286,757
|                                    |  |               |         |                 |   |                  |  |   |                     |   |  |   |        

The following table summarizes the Companys CMBS investments, aggregated by investment
category, as of December 31, 2006, which are carried at estimated fair value:



|                                    |  |               |         |                 |   |                  |  |   |                     |   |  |   |        
|----------------------------------- |  | ------------- | ------- | --------------- | - | ---------------- |  | - | ------------------- | - |  | - | -------
|Security Description                |  | AmortizedCost |         | UnrealizedGains |   | UnrealizedLosses |  |   | EstimatedFair Value
|CMBS Class BBB                      |  | $             | 135,693 |                 | $ | 2,617            |  | $ | (1                  | ) |  | $ | 138,309
|CMBS Class BB                       |  |               | 54,039  |                 |   | 865              |  |   | (275                | ) |  |   | 54,629 
|CMBS Class B                        |  |               | 26,350  |                 |   | 440              |  |   | (83                 | ) |  |   | 26,707 
|CMBS Class NR                       |  |               | 2,708   |                 |   |                 |  |   | (20                 | ) |  |   | 2,688  
|                                    |  |               |         |                 |   |                  |  |   |                     |   |  |   |        
|Total securities available-for-sale |  | $             | 218,790 |                 | $ | 3,922            |  | $ | (379                | ) |  | $ | 222,333
|                                    |  |               |         |                 |   |                  |  |   |                     |   |  |   |        

The Company has 57 CMBS investments that are in an unrealized loss position at June 30, 2007,
five of which have been in a continuous unrealized loss position for greater than twelve months. The unrealized loss of the five CMBS investments in a continuous unrealized loss position for greater than twelve months is $760 and the unrealized loss
of the 52 CMBS investments that have been in a continuous loss position for less than twelve months is $11,526, as of June 30, 2007. The Company had four CMBS investments in a continuous unrealized loss position for greater than twelve months
as of December 31, 2006. The Companys review of such securities indicates that the decrease in fair value was not due to permanent changes in the underlying credit fundamentals or in the amount of interest expected to be received. The
unrealized losses are primarily the results of changes in market interest rates subsequent to the purchase of the CMBS investments. Therefore, management does not believe any of the securities held are other-than-temporarily impaired at
June 30, 2007. The Company expects to hold all the investments until their expected maturity.

During the six months ended
June 30, 2007, the Company sold one CMBS investment, compared to none during the six months ended June 30, 2006. The Company received net proceeds of $4,085 that generated a realized loss of $287.

During the three and six months ended June 30, 2007 and 2006, the Company accreted $423, $866, $181 and $350 of the net discount for these
securities in interest income, respectively.

The actual maturities of CMBS are generally shorter than stated contractual maturities.
Actual maturities of these securities are affected by the contractual lives of the underlying assets, periodic payments of principal, and prepayments of principal.

The following table summarizes the estimated maturities of the Companys CMBS investments as of June 30, 2007 according to their estimated weighted average life classifications:



|                                                |  |                     |         |               |   |                        |  |      |  
|----------------------------------------------- |  | ------------------- | ------- | ------------- | - | ---------------------- |  | ---- | -
|Weighted Average Life                           |  | EstimatedFair Value |         | AmortizedCost |   | WeightedAverage Coupon | 
|Greater than one year and less than five years  |  | $                   | 98,556  |               | $ | 99,140                 |  | 7.06 | %
|Greater than five years and less than ten years |  |                     | 161,972 |               |   | 172,062                |  | 5.65 | %
|Greater than ten years                          |  |                     | 26,229  |               |   | 27,526                 |  | 5.67 | %

The following table summarizes the estimated maturities of the Companys CMBS investments as
of December 31, 2006 according to their estimated weighted average life classifications:



|                                                |  |                     |         |               |   |                        |  |      |  
|----------------------------------------------- |  | ------------------- | ------- | ------------- | - | ---------------------- |  | ---- | -
|Weighted Average Life                           |  | EstimatedFair Value |         | AmortizedCost |   | WeightedAverage Coupon | 
|Greater than one year and less than five years  |  | $                   | 81,950  |               | $ | 81,426                 |  | 7.28 | %
|Greater than five years and less than ten years |  |                     | 117,505 |               |   | 114,904                |  | 5.70 | %
|Greater than ten years                          |  |                     | 22,878  |               |   | 22,460                 |  | 5.57 | %

The weighted average lives of the Companys CMBS investments at June 30, 2007 and
December 31, 2006, respectively, in the tables above are based upon calculations assuming constant principal prepayment rates to the balloon or reset date for each security.



9



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NOTE 6REAL ESTATE, NET

Springhouse Apartments LLC (Springhouse)

On December 15, 2005, the Company invested $8,289 for a 95%
interest in Springhouse, a joint venture between the Company and The Bozzuto Group (Bozzuto). Springhouse acquired an existing garden-style apartment community consisting of 220 units located in Laurel, Maryland for $31,923. The Company
determined that Springhouse is a VIE and that the Company is the primary beneficiary and has consolidated the entity from the date of investment. At June 30, 2007, Springhouses balance sheet was comprised of land of $8,191,
buildings, net of depreciation, of $23,765, other assets of $888, mortgage note payable of $25,630 and other liabilities of $356.

Loch Raven Village
Apartments-II, LLC (Loch Raven)

On March 28, 2006, the Company invested $8,980 for a 95% interest in Loch Raven, a
joint venture between the Company and Bozzuto. Loch Raven acquired an existing garden-style apartment community consisting of 495 units located in Baltimore, Maryland for $32,733. The Company determined that Loch Raven is a VIE and that the Company
is the primary beneficiary and has consolidated the entity from the date of investment. At June 30, 2007, Loch Ravens balance sheet was comprised of land of $7,464, buildings, net of depreciation, of $25,582, other assets of $1,961,
mortgage note payable of $27,040 and other liabilities of $480.

Minority interest on the Companys consolidated balance sheet of $703
represents Bozzutos 5% interest in Springhouse and Loch Raven.

NOTE 7UNCONSOLIDATED JOINT VENTURES

The Company has non-controlling, unconsolidated ownership interests in entities that are accounted for using the equity method. Capital contributions,
distributions, and profits and losses of the real estate entities are allocated in accordance with the terms of the applicable partnership and limited liability company agreements. Such allocations may differ from the stated percentage interests, if
any, in such entities as a result of preferred returns and allocation formulas as described in such agreements.

32 Leone Partners, LLC (32 Leone
Lane)

On May 24, 2006, the Company invested $2,293 for a 80% non-managing member interest in 32 Leone Lane, a joint venture
between the Company and The Heritage Management Company (Heritage). The Company contributed an additional $72, during the six months ended June 30, 2007. 32 Leone Lane is a 287,000 square foot industrial warehouse located in the
Chester Industrial Park, a 300-acre business park, and lies in Southern Orange County, New York. The Company determined that 32 Leone Lane was not a VIE and that as a result of the Companys non-managing member interest is not consolidated into
the Companys balance sheet. At June 30, 2007, 32 Leone Lanes balance sheet was comprised of land of $1,148, buildings, net of depreciation, of $10,121, other assets of $712, mortgage note payable of $10,125 and other liabilities of
$49.



10



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KS-CBRE Shiraz LLC (Shiraz Portfolio)

On March 17, 2006, the Company invested $16,840 for a 90% non-managing member interest in the Shiraz Portfolio, a joint venture between the Company
and Everest Partners LLC (Everest). The Shiraz Portfolio is a portfolio of eight office and industrial properties comprising approximately 680,300 square feet located in Route 128, Route 3 and Interstate 495 submarkets in Boston,
Massachusetts. The Company determined that the Shiraz Portfolio was not a VIE and that as a result of the Companys non-managing member interest is not consolidated into the Companys balance sheet. In March 2007, purchase accounting was
finalized at the partnership level. At June 30, 2007, the Shiraz Portfolios balance sheet was comprised of land of $15,790, buildings, net of depreciation, of $59,102, intangible assets, net of amortization, of $1,753, intangible lease
liability, net of amortization, of $919, other assets of $3,506, mortgage note payable of $61,291 and other liabilities of $694.

KS-CBRE GS LLC
(GS Portfolio)

On March 17, 2006, the Company invested $9,268 for a 90% non-managing member interest in the GS
Portfolio, a joint venture between the Company and Everest. The GS Portfolio is a portfolio of nine office and industrial properties comprising approximately 526,355 square feet located in Route 128 and Route 3 submarkets in Boston, Massachusetts.
The Company determined that the GS Portfolio was not a VIE and that as a result of the Companys non-managing member interest is not consolidated into the Companys balance sheet. In March 2007, purchase accounting was finalized at the
partnership level. At June 30, 2007, the GS Portfolios balance sheet was comprised of land of $8,484, buildings, net of depreciation, of $32,590, intangible assets, net of amortization, of $371, intangible lease liability, net of
amortization, of $166, other assets of $2,657, mortgage note payable of $33,253 and other liabilities of $702.

Prince Georges Station Retail LLC
(the Retail Property)

On January 12, 2006, the Company converted its $5,728 bridge loan into a 90% non-managing member
interest in the Retail Property, a joint venture between the Company and Taylor Development and Land Company (TDL). The Company contributed an additional $3,990 during the 18 months ended June 30, 2007. The Retail Property is a 166
square feet retail property located in Hyattsville, Maryland. The Company determined that the Retail Property was not a VIE and that as a result of the Companys non-managing member interest is not consolidated into the Companys balance
sheet. At June 30, 2007, the Retail Propertys balance sheet was comprised of construction in process costs of $35,915, other assets of $1,464, mortgage note payable of $24,489 and other liabilities of $2,125.

Nordhoff Industrial Park LLC (Nordhoff)

On August 17, 2006, the Company invested $3,800 for a 95% non-managing member interest in Nordhoff, a joint venture between the Company and SEV Chatsworth LLC. Nordhoff consists of a five-building industrial park comprising
approximately 97,265 square feet located in the San Fernando Valley. The Company determined that Nordhoff was not a VIE and that as a result of the Companys non-managing member interest is not consolidated into the Companys balance
sheet. At June 30, 2007, Nordhoffs balance sheet was comprised of land of $5,294, buildings, net of depreciation, of $10,365, other assets of $443, mortgage note payable of $12,161 and other liabilities of $201.

CBRE 1515 Market GP, LLC (1515 Market Street)

On January 12, 2007, the Company invested $16,548 for a 90% non-managing member interest in 1515 Market Street, a joint venture between the Company and The Stockton Partners (Stockton). 1515 Market Street is a 507,000
square foot class A office building, located across from Philadelphias City Hall in the County of Philadelphia, Pennsylvania. The Company determined that 1515 Market Street was not a VIE and that as a result of the Companys non-managing
member interest is not consolidated into the Companys balance sheet. At June 30, 2007, 1515 Market Street balance sheet was comprised of land of $11,400, buildings, net of depreciation, of $57,534, intangible assets, net of amortization,
of $10,537, intangible lease liability, net of amortization, of $3,132, other assets of $13,102, mortgage note payable of $70,000 and other liabilities of $2,363.



11



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NOTE 8REPURCHASE OBLIGATIONS, MORTGAGE PAYABLE AND CDO BONDS PAYABLE

The following is a table of the Companys outstanding borrowings as of June 30, 2007:

|                                         |  |                 |  |              |   |  |                 |          
|---------------------------------------- |  | --------------- |  | ------------ | - |  | --------------- | ---------
|                                         |  | Stated Maturity |  | InterestRate |   |  | Balance 6/30/07
|Mortgage note payable (Springhouse)(1)   |  | 12/14/2008      |  | 7.07         | % |  | $               | 25,630   
|Mortgage note payable (Loch Raven)(1)    |  | 4/1/2009        |  | 5.96         | % |  |                 | 27,039   
|Mortgage note payable (Rodgers Forge)(1) |  | 4/16/2009       |  | 8.75         | % |  |                 | 36,303   
|Mortgage note payable (Monterey)(1)      |  | 2/1/2008        |  | 8.64         | % |  |                 | 103,886  
|DB Warehouse Facility                    |  | 9/5/2007        |  | 5.82         | % |  |                 | 14,336   
|Wachovia Warehouse Facility              |  | 8/24/2009       |  | 6.39         | % |  |                 | 299,266  
|CDO I bonds payable                      |  | 3/25/2046       |  | 5.83         | % |  |                 | 508,500  
|CDO II bonds payable                     |  | 4/7/2052        |  | 5.76         | % |  |                 | 805,000  
|                                         |  |                 |  |              |   |  |                 |          
|Total                                    |  |                 |  |              |   |  | $               | 1,819,960
|                                         |  |                 |  |              |   |  |                 |          

---

|(1) | Non-recourse to the Company.
|--- | ----------------------------

Mortgage Notes Payable

On December 14, 2005, Springhouse obtained a $26,175 mortgage loan in
conjunction with the acquisition of real estate located in Prince Georges County, Maryland. The loan is guaranteed by Bozzuto, the Companys joint venture partner, matures on December 14, 2008, and bears interest at 30-day LIBOR plus
1.75%. As of June 30, 2007 and December 31, 2006, respectively, the outstanding balance was $25,630 and $25,610.

On
March 28, 2006, Loch Raven obtained a $29,170 mortgage loan in conjunction with the acquisition of real estate located in Baltimore, Maryland. The loan is guaranteed by Bozzuto, the Companys joint venture partner, matures on April 1,
2009, and bears interest at a fixed rate of 5.96%. As of June 30, 2007 and December 31, 2006, respectively, the outstanding balance was $27,039 and $26,584.

On May 4, 2007, the Company assumed the $36,303 mortgage loan in conjunction with the Rodgers Forge foreclosure. The loan matures on April 16, 2009 and bears interest equal to one-half of one percent (0.50%)
above the Prime Rate. As of June 30, 2007, the outstanding balance was $36,303.

On May 9, 2007, the Company assumed the $103,886
mortgage loan in conjunction with the Monterey foreclosure. The loan matures on February 1, 2008 and bears interest at six-month LIBOR plus 3.25%. As of June 30, 2007, the outstanding balance was $103,886. The Company intends to
restructure the mortgage loan maturity date to coincide with the expected completion date of the project.

Warehouse Facilities

The Company finances its portfolio of securities and loans through the use of repurchase agreements.

DB Warehouse Facility

On August 30, 2005, the
Company entered into two facilities with Deutsche Bank that provided $650,000 of aggregate borrowing capacity.

The Company has a $400,000
master repurchase agreement which had an initial repurchase date of August 29, 2006. On August 6, 2007, the master repurchase agreement was amended to change the repurchase date to September 5, 2007. On September 5, 2007, the
master repurchase agreement will be terminated. The Company expects to refinance or sell the asset under this facility prior to the termination date. It does not expect to borrow under this facility again. The Companys TRS is also a party to
this agreement and the Company and its TRS are jointly and severally liable thereunder. Advances under this facility bear interest only, which is reset monthly, with a pricing spread of 50 basis points over 30-day LIBOR. Based on the Companys
investment activities, this facility provides for an advance rate of up to 90% based upon the collateral provided under a borrowing based calculation. This facility finances our whole loan originations and acquisitions. As of June 30, 2007 and
December 31, 2006, the outstanding balance under this facility was approximately $14,336 and $14,336, respectively, with a current weighted average interest rate of 5.82% and 5.85%, respectively. As of June 30, 2007, the Company had
approximately $385,664 of additional capacity under this facility to fund future investments. The borrowings under this facility are collateralized by the following investments (dollars in thousands):



|                |  |                       |  |                |       
|--------------- |  | --------------------- |  | -------------- | ------
|Investment Type |  | Number of Investments |  | Carrying Value
|Whole Loans     |  | 1                     |  | $              | 16,000

The Company also had a $250,000 repurchase agreement with Deutsche Bank which expired on
November 29, 2006.

The DB Warehouse Facility contains certain covenants, the most restrictive of which are requirements that the
Company maintains a minimum tangible net worth of no less than $125,000, a minimum debt service coverage of not less than 1.5 to 1 in the aggregate, a ratio of indebtedness-to-tangible net worth not to exceed 3.5 to 1, and minimum cash or marketable
securities of not less than (i) $10,000 for a debt-to-book ratio above 2 to 1; (ii) $5,000 for a debt-to-book equity ratio between 1 to 1 and 2 to 1; and (iii) $3,000 for a debt-to-book equity ratio of below 1 to 1. On August 6,
2007, the Company received from Deutsche Bank a one-time waiver of the indebtedness-to-tangible net worth financial covenant which the Company was not in compliance with as of June 30, 2007. The Company was in compliance with all other
covenants and conditions as of June 30, 2007 and with all covenants and conditions as of December 31, 2006.



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Bank of America Warehouse Facilities

In January and February, 2006, the Company entered into two facilities with Banc of America Securities, LLC and Bank of America, N.A. (the Bank of America Warehouse Facilities) that provided $450,000 of
aggregate borrowing capacity. These facilities were terminated on April 2, 2007.

Wachovia Warehouse Facility

In July 2006, the Company entered into a mortgage loan purchase agreement with Wachovia that provided $175,000 of aggregate borrowing capacity, or the
Wachovia Warehouse Interim Facility. The borrowings under this facility were paid off on October 4, 2006 and the facility was terminated.

In August 2006, the Company entered into a master repurchase agreement with Wachovia that provided $300,000 of aggregate borrowing capacity. On December 15, 2006 and February 8, 2007, the aggregate borrowing capacity was increased
to $500,000 and $700,000, respectively, and the increase period expires on May 1, 2007. After the expiration of the increase period the maximum borrowing capacity will be $300,000. The Wachovia Warehouse Facility has an initial fixed repurchase
date of August 24, 2009, which may be extended for a period not to exceed 364 days upon our written request to the buyer at least 30 days, but no more than 60 days, prior to the initial repurchase date, if (i) no default or event of
default (as defined in the repurchase agreement) has occurred or continuing and (ii) upon our payment to the buyer of a certain extension fee. Based on the Companys investment activities, this facility provides for an advance between 50%
and 95% based upon the collateral provided under a borrowing based calculation. Advances under this facility bear interest only, which is reset monthly, with a range of pricing spreads from 20 to 200 basis points over 30-day LIBOR. This facility
finances the Companys origination or acquisition of whole loans, subordinate mortgage interests and CMBS. As of June 30, 2007 and December 31, 2006, the outstanding balance under this facility was approximately $299,266 and $361,798,
respectively, with a weighted average borrowing rate of 6.39% and 6.03%, respectively. On April 2, 2007, in conjunction with the second CDO transaction, the Company paid off $517,701 of the outstanding debt. As of June 30, 2007, the
Company had $100,734 of capacity under this facility to fund future investments. The borrowings under this facility were collateralized by the following investments (dollars in thousands):



|                  |  |                       |  |                |        
|----------------- |  | --------------------- |  | -------------- | -------
|Investment Type   |  | Number of Investments |  | Carrying Value
|Whole Loans       |  | 6                     |  | $              | 244,828
|Subordinated Debt |  | 1                     |  | $              | 36,500 
|Mezzanine Loans   |  | 3                     |  | $              | 75,000 
|CMBS              |  | 2                     |  | $              | 14,234 

The Wachovia Warehouse Facility contains certain covenants, the most material of which are
requirements that the Company maintains a minimum tangible net worth of no less than the sum of $250,000, a ratio of total liability to total assets greater than 0.80 to 1.0 (for the $300,000 Wachovia Warehouse Facility) and 75% of the net proceeds
of the issuance by the Company of any capital stock of any class and minimum cash and marketable securities of not less than $10,000. Additionally, at no time shall the consolidated interest coverage ratio of the Company for the immediately
preceding fiscal quarter be less than 1.3 to 1.0 during the fiscal quarter ended on June 30, 2007 and the fiscal quarter ending September 30, 2007. The Company was in compliance with all covenants and conditions as of June 30, 2007
and December 31, 2006.

The Company received a margin deficit notice from Wachovia, dated August 6, 2007, stating that a margin
deficit under the Wachovia Warehouse Facility exists, and demanding that the Company transfer $26,717 to Wachovia in immediately available funds on August 8, 2007. The deadline was initially extended by Wachovia to August 9, 2007 pursuant
a letter, dated as of August 8, 2007. The Company wired $17,000 in cash to Wachovia on August 9, 2007. The Company and Wachovia are in the process of negotiating the remainder of the margin deficit and discussing the amount and manner of
payment through either borrowing under a $75,000 revolving credit facility under the Companys second CDO or through the pledge of certain assets. The deadline for the remaining $9,717 margin deficit was extended by Wachovia to August 14,
2007 pursuant to a letter, dated as of August 9, 2007.

On August 14, 2007 the Company transferred two assets off the Wachovia
Warehouse Facility into one of its existing CDOs, thereby reducing the margin requirement by $2,962. The Company also wired $5,107 in cash towards satisfaction of the margin deficit. The Company expects to receive an extension to August 16, 2007 to
continue negotiation on the amount and timing of the remaining $1,648 margin deficit.

CDO Bonds Payable

On March 28, 2006, the Company closed its first CDO issuance (CDO I) and retained the entire BB rated J
Class with a face amount of $24,000 for $19,200, retained the entire B-rated K Class with a face amount of $20,250 for $14,150 and also retained the non-rated common and preferred shares of CDO I, which issued the CDO bonds with a face amount of
$47,250 for $51,740. The Company issued and sold CDO bonds with a face amount of $508,500 in a private placement to third parties. The proceeds of the CDO issuance were used to repay substantially all of the outstanding principal balance of the
Companys two warehouse facilities with an affiliate of Deutsche Bank Securities Inc. of $343,556 and all of the outstanding principal balance of the Bank of America Warehouse Facilities of $16,250 at closing. The CDO bonds are collateralized
by real estate debt investments, consisting of B Notes, mezzanine loans, whole loans and CMBS investments, which is recorded in the Companys unaudited consolidated balance sheet in restricted cash at June 30, 2007. The Companys
Manager will act as the collateral manager for the Companys CDO subsidiary but will not receive any fees in connection therewith. CDO I is not a qualified special purpose entity (QSPE) as defined under FASB Statement No. 140,
(SFAS 140) Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities due to certain permitted activities of CDO I that are not consistent with activities of a QSPE permitted under SFAS 140,
such as having the ability to sell impaired securities and acquire replacement securities with the proceeds at the discretion of the collateral administrator. CDO I is consolidated in the financial statements of the Company and the Company has
accounted for the CDO I transaction as a financing. The collateral assets that the Company transferred to CDO I are reflected in the Companys balance sheet. The bonds issued to third parties are reflected as debt on the Companys balance
sheet at June 30, 2007. As of June 30, 2007, CDO bonds of $508,500 were outstanding, with a weighted average interest rate of 5.83%.



13



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In March 2007, Wachovia, acted as the exclusive structurer and placement agent with respect to the
Companys second CDO transaction (CDO II) totaling $1,000,000, which priced on March 2, 2007, and closed on April 2, 2007. The Company sold $880,000 of bonds with an average cost of 90-day LIBOR plus 40.6 basis points and
retained 100% of the equity interests in the Companys CDO subsidiary that issued the CDO notes consisting of preferred and common shares. The notes issued by the Companys CDO subsidiary are secured initially by a portfolio of whole
loans, B Notes, mezzanine loans and CMBS. The Companys Manager will act as the collateral manager for the Companys CDO subsidiary but will not receive any fees in connection therewith. The Company is the advancing agent in connection
with the issuance of the CDO notes. CDO II is not a QSPE as defined under SFAS 140 due to certain permitted activities of CDO II that are not consistent with activities of a QSPE permitted under SFAS 140, such as having the ability to sell impaired
securities and acquire replacement securities with the proceeds at the discretion of the collateral administrator. CDO II will be consolidated in the financial statements of the Company and the Company will account for the CDO II transaction as a
financing. The collateral assets that the Company transferred to CDO II are reflected in the Companys balance sheet. The bonds issued to third parties are reflected as debt on the Companys balance sheet at June 30, 2007. In
connection with the CDO II transaction, the Company terminated 24 and partially unwound five effective cash flow hedges, or interest rate swaps, with a total notional amount of $398,383. A total termination value of approximately $8,045 was paid to
the Companys counterparties on April 2, 2007. Additionally, the Company entered into 15 interest rate swaps and three basis swaps with aggregate notional amounts of approximately $622,957 and $235,053, respectively. As of June 30,
2007, CDO bonds of $805,000 were outstanding, with a weighted average interest rate of 5.76%.

Accounting Treatment for Certain Investments Financed
with Repurchase Agreements

The Company has certain CMBS and loan investments (the collateral assets) purchased from a
counterparty that are financed through a repurchase agreement with the same counterparty. The Company believes that in accordance with FASB Concept Statement No. 6, (CON 6) Elements of Financial Statements, it is
entitled to obtain the future economic benefits of the collateral assets and it is obligated under the repurchase agreement. Therefore, the Company currently records the collateral assets and the related financing gross on its balance sheet, and the
corresponding interest income and interest expense gross on its income statement. In addition, any change in fair value of the commercial mortgage backed securities included in the collateral assets, is reported through other comprehensive income
since these are classified as available for sale securities in accordance with FASB Statement No. 115, (SFAS 115) Accounting for Certain Investments in Debt and Equity Securities.

However, an alternative view could be taken that in a transaction where assets are acquired from and financed under a repurchase agreement with the same
counterparty, the acquisition may not qualify as a sale from the sellers perspective. In such a case, the seller may be required to continue to consolidate the assets sold to the Company. Under this view, the Company would be precluded from
presenting the assets gross on its balance sheet and would instead treat its net investment in such assets as a derivative. Under this view, the interest rate swaps entered into by the Company to hedge its interest rate exposure with respect to
these transactions would no longer qualify for hedge accounting, but would be marked to market through the income statement. The FASB is currently discussing this issue and has issued draft FASB Staff Position 140-d Accounting for Transfers of
Financial Assets and Repurchase Financing Transactions.

This potential change would not affect the economics of the transactions but
would affect how the transactions are reported in our financial statements. If the Company were to apply this view to its transactions, for the three and six months ended June 30, 2007 and year ended December 31, 2006, the change in net
income per common diluted share would be immaterial and our total assets and total liabilities would each be reduced by $7,709 and $14,854, respectively.

NOTE 9Junior Subordinated Debentures

In July 2006, the Company completed the issuance of $50,000 in unsecured trust
preferred securities through a newly formed Delaware statutory trust, CBRE Realty Finance Trust I (CRFT I), which is one of the Companys wholly-owned subsidiaries. The securities bear interest at a fixed rate of 8.10% for the first
ten years ending July 2016. Thereafter the rate will float based on the 90-day LIBOR plus 249 points. The base management fee that the Company pays to the Manager pursuant to the management agreement is based on gross stockholders equity which
our board of directors had previously determined to include the trust preferred securities. The Company paid a base management fee on the trust preferred securities to the Manager from July 26, 2006 to September 27, 2006 in the amount of
approximately $174. However, beginning September 28, 2006, the Company no longer pays such a fee on trust preferred securities to the Manager.

CRFT I issued $1,550 aggregate liquidation amount of common securities, representing 100% of the voting common stock of CRFT I to the Company for a total purchase price of $1,550. CRFT I used the proceeds from the sale of trust preferred
securities and the common securities to purchase the Companys junior subordinated notes. The terms of the junior subordinated notes match the terms of the trust preferred securities. The notes are subordinate and junior in right of payment to
all present and future senior indebtedness and certain other financial obligations. The Company realized net proceeds from the offering of approximately $48,784.



14



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NOTE 10COMMITMENTS AND CONTINGENCIES

Litigation

The Company currently is neither subject to any material litigation nor, to
managements knowledge, is any material litigation currently threatened against the Company.

Unfunded Commitments

The Company currently has unfunded commitments to fund loan advances and joint venture equity contributions. The table below summarizes our unfunded
commitments as of June 30, 2007.



|                     |  |                         |         |                       |   |                           |  |   |       
|-------------------- |  | ----------------------- | ------- | --------------------- | - | ------------------------- |  | - | ------
|                     |  | Total Commitment Amount |         | Current Funded Amount |   | Total Unfunded Commitment
|Loans                |  | $                       | 457,098 |                       | $ | 374,538                   |  | $ | 82,560
|Joint Venture Equity |  |                         | 78,116  |                       |   | 75,808                    |  |   | 2,308 
|                     |  |                         |         |                       |   |                           |  |   |       
|Total                |  | $                       | 535,214 |                       | $ | 450,346                   |  | $ | 84,868



15



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NOTE 11RELATED PARTY TRANSACTIONS

Management Agreement

The Companys Management Agreement provides for an initial term through
December 2008 and will automatically renew for a one-year term each anniversary date thereafter, subject to certain termination rights. After the initial term, the Companys independent directors will review the Managers performance
annually and the Management Agreement may be terminated subject to certain termination rights. The Companys executive officers and directors own approximately 14.9% of the Manager.

The Company pays the Manager a base management fee monthly in arrears in an amount equal to 1/12 of the sum of (i) 2.0% of the Companys gross
stockholders equity (as defined in the Management Agreement) of the first $400,000 of the Companys equity; and (ii) 1.75% of the Companys equity in an amount in excess of $400,000 and up to $800,000; and (iii) 1.5% of the
Companys equity in excess of $800,000. The Manager uses the proceeds from its management fee in part to pay compensation to its officers and employees who, notwithstanding that certain of them also are the Companys officers, receive no
cash compensation directly from the Company. For the three and six months ended June 30, 2007 and 2006, respectively, the Company paid $2,049, $4,118, $1,432 and $2,845 to the Manager for the base management fee under this agreement. As of
June 30, 2007 and December 31, 2006, respectively, $658 and $686 of management fees were accrued.

In addition to the base
management fee, the Manager may receive quarterly incentive compensation. The purpose of the incentive compensation is to provide an additional incentive for the Manager to achieve targeted levels of Funds From Operations (as defined in the
Management Agreement) and to increase the Companys stockholder value. The Manager may receive quarterly incentive compensation in an amount equal to the product of: (i) twenty-five percent (25%) of the dollar amount by which
(A) the Companys Funds From Operations (after the base management fee and before incentive compensation) per share of common stock for such quarter (based on the weighted average of shares outstanding for such quarter) exceeds (B) an
amount equal to (1) the weighted average of the price per share of the Companys common stock in the Companys June 2005 private offering and the prices per share of the Companys common stock in any subsequent offerings
(including the Companys initial public offering), multiplied by (2) the greater of (a) 2.25% or (b) 0.75% plus one-fourth of the Ten Year Treasury Rate (as defined in the Management Agreement) for such quarter, multiplied by
(ii) the weighted average number of shares of the Companys common stock outstanding during such quarter. The Company will record any incentive fees as a management fee expense in the period when earned and when payments of such amounts
have become probable and reasonably estimable in accordance with the Management Agreement. For the six months ended June 30, 2007 and 2006, respectively, no amounts were paid or were payable to the Manager for the incentive management fee under
this agreement.

The Management Agreement also provides that the Company will reimburse the Manager for various expenses incurred by the
Manager or its affiliates on the Companys behalf, including but not limited to costs associated with formation and capital raising activities and general and administrative expenses. Without regard to the amount of compensation received under
the Management Agreement, the Manager is responsible for the wages and salaries of the Managers officers and employees. For the three and six months ended June 30, 2007 and 2006, respectively, the Company paid approximately $217, $337,
$175 and $378 to the Manager for expense reimbursements. As of June 30, 2007 and December 31, 2006, respectively, $105 and $27 of expense reimbursements were accrued and are included in other liabilities.

Affiliates

As of June 30, 2007, an affiliate of
the Manager, CBRE Melody of Texas, LP and its principals, owned 1.1 million shares (which were purchased in the Companys June 2005 private offering) of the Companys common stock, 300,000 shares of restricted common stock, and had
options to purchase an additional 500,000 shares of common stock.

GEMSA Servicing

GEMSA Loan Services (GEMSA) is utilized by the Company as a loan servicer. GEMSA is a joint venture between CBRE/Melody & Company and
GE Capital Real Estate. The Companys fees for GEMSAs services for the three and six months ended June 30, 2007 and 2006 amounted to $61, $114, $14 and $21, respectively.

NOTE 12STOCKHOLDERS EQUITY

Capital Stock

The Companys authorized capital stock consists of 150,000,000 shares of capital stock, $0.01 par value per share, of which the Company have
authorized the issuance of 100,000,000 shares of common stock, $0.01 par value per share, and 50,000,000 shares of preferred stock, $0.01 par value per share.

On September 27, 2006, the Company priced its initial public offering (the Offering) of common stock, with public trading of the Companys common stock commencing on
September 28, 2006. The Offering was for 11,012,624 shares of its common stock at a price of $14.50 per share, which includes the exercise in full of the underwriters option to purchase an additional 1,436,429 shares of common stock. Of
these shares, 9,945,020 were sold by the Company and 1,067,604 were sold by selling stockholders. Net proceeds from both the Offering and the over-allotment option, after underwriting discounts and commissions of $8,652 and other offering expenses
of $2,361, were $133,190, which the Company received on October 3, 2006. The net proceeds were used to repay outstanding indebtedness under the Wachovia Warehouse Interim Facility. As of June 30, 2007 and December 31, 2006, 30,726,175
and 30,601,142 shares of our common stock were issued and outstanding, respectively.



16



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Comprehensive Income

The following table summarizes the Companys comprehensive income for the three and six months ended June 30, 2007, and 2006, respectively:



|                                                                                  |  |                                       |        |   |                                       |   |                                     |  |   |                                     |   |  |   |       
|--------------------------------------------------------------------------------- |  | ------------------------------------- | ------ | - | ------------------------------------- | - | ----------------------------------- |  | - | ----------------------------------- | - |  | - | ------
|                                                                                  |  | For the ThreeMonths EndedJune 30,2007 |        |   | For the ThreeMonths EndedJune 30,2006 |   | For the SixMonths EndedJune 30,2007 |  |   | For the SixMonths EndedJune 30,2006
|Net income (loss)                                                                 |  | $                                     | (4,558 | ) |                                       | $ | 2,251                               |  | $ | (2,983                              | ) |  | $ | 7,916 
|Unrealized gain (loss) on CMBS securities available for sale and cash flow hedges |  |                                       | 9,201  |   |                                       |   | 4,029                               |  |   | (1,354                              | ) |  |   | 8,124 
|                                                                                  |  |                                       |        |   |                                       |   |                                     |  |   |                                     |   |  |   |       
|Comprehensive income (loss)                                                       |  | $                                     | 4,643  |   |                                       | $ | 6,280                               |  | $ | (4,337                              | ) |  | $ | 16,040

Equity Incentive Plan

The Company established a 2005 equity incentive plan, (2005 Equity Incentive Plan) for officers, directors, consultants and advisors, including the Manager, its employees and other related persons. The
2005 Equity Incentive Plan authorizes (i) the grant of stock options that qualify as incentive stock options under Section 422 of the Code, or ISOs; (ii) the grant of stock options that do not qualify, or NQSOs and (iii) grants
of shares of restricted common stock. The exercise price of stock options will be determined by the compensation committee and fully ratified by the board of directors, but may not be less than 100% of the fair market value of a share on the day the
option is granted. The total number of shares subject to awards granted under the 2005 Equity Incentive Plan may not exceed 2,000,000. As of December 31, 2005, approximately 600,000 shares of restricted stock and 1,000,000 options to purchase
shares of the Companys common stock were granted, or reserved for issuance under the 2005 Equity Incentive Plan.

In March 2007,
130,200 shares of restricted stock and options to purchase 66,500 shares of the Companys common stock with an exercise price of $13.08 per share were issued to certain employees of the Companys Manager under the 2005 Equity Incentive
Plan. Options granted under the 2005 Equity Incentive Plan are exercisable at the fair market value on the date of the grant and, expire five years from the date of the grant, subject to termination of employment. These options are not transferable
other than at death and are exercisable ratably over a three year period commencing one year from the date of the grant.

As of
June 30, 2007, 280,446 awards were available for issuance, and 781,155 restricted shares and 938,399 options have been issued, net of forfeitures, under the 2005 Equity Incentive Plan.



17



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The fair value of the options was estimated by reference to the Black-Scholes-Merton formula, a
closed-form option pricing model. Given the short history of the Company as a publicly-traded company, the Company estimated the volatility of its stock based on available information on volatility of stocks of other publicly held companies in the
industry. Since the 2005 Equity Incentive Plan has characteristics significantly different from those of traded options, and since the assumptions used in such model, particularly the volatility assumption, are subject to significant judgment and
variability, the actual value of the options could vary materially from managements estimate. The assumptions used in such model as of June 30, 2007 are provided in the table below:



|                          |  |                |      |   |                   |   |      |                  |  |   |                     |   |  |                 |      |   |  |   |      |  
|------------------------- |  | -------------- | ---- | - | ----------------- | - | ---- | ---------------- |  | - | ------------------- | - |  | --------------- | ---- | - |  | - | ---- | -
|Input Variables           |  | June 2005Grant |      |   | January 2006Grant |   |      | August 2006Grant |  |   | September 2006Grant |   |  | March 2007Grant |     
|Remaining term (in years) |  |                | 2.9  |   |                   |   | 3.6  |                  |  |   | 4.2                 |   |  |                 | 4.2  |   |  |   | 4.7  |  
|Risk-free interest rate   |  |                | 4.9  | % |                   |   | 4.9  | %                |  |   | 4.9                 | % |  |                 | 4.9  | % |  |   | 4.9  | %
|Volatility                |  |                | 20.4 | % |                   |   | 21.2 | %                |  |   | 21.4                | % |  |                 | 21.4 | % |  |   | 22.6 | %
|Dividend yield            |  |                | 8.8  | % |                   |   | 8.8  | %                |  |   | 8.8                 | % |  |                 | 8.8  | % |  |   | 8.8  | %
|Estimated Fair Value      |  | $              | 0.32 |   |                   | $ | 0.40 |                  |  | $ | 0.44                |   |  | $               | 0.44 |   |  | $ | 0.79 |  

The assumptions used in such model as of June 30, 2006 are provided in the table below:



|                          |  |                |      |   |                   |   |      |  
|------------------------- |  | -------------- | ---- | - | ----------------- | - | ---- | -
|Input Variables           |  | June 2005Grant |      |   | January 2006Grant |  
|Remaining term (in years) |  |                | 3.9  |   |                   |   | 4.6  |  
|Risk-free interest rate   |  |                | 5.1  | % |                   |   | 5.1  | %
|Volatility                |  |                | 21.2 | % |                   |   | 21.7 | %
|Dividend yield            |  |                | 9.5  | % |                   |   | 9.5  | %
|Estimated Fair Value      |  | $              | 1.07 |   |                   | $ | 1.09 |  

NOTE 13INCOME TAXES

In July 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes. This interpretation, among other things, creates a two-step approach for
evaluating uncertain tax positions. Recognition (step one) occurs when an enterprise concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustained upon examination. Measurement (step two) determines the
amount of benefit that more-likely-than-not will be realized upon settlement. Derecognition of a tax position that was previously recognized would occur when a company subsequently determines that a tax position no longer meets the
more-likely-than-not threshold of being sustained. FIN 48 specifically prohibits the use of a valuation allowance as a substitute for derecognition of tax positions, and it has expanded disclosure requirements. FIN 48 is effective for fiscal years
beginning after December 15, 2006, in which the impact of adoption should be accounted for as a cumulative-effect adjustment to the beginning balance of retained earnings. The Company adopted FIN 48 effective January 1, 2007 and it had no
material effect on our financial statements. Upon adoption of FIN 48, we have elected an accounting policy to classify accrued interest and penalties related to unrecognized tax benefits in our income tax provision. Previously, our policy was to
classify interest and penalties as an operating expense in arriving at pretax income. The Company has no accrued interest and penalties recorded as of June 30, 2007.

NOTE 14DERIVATIVES

In the normal course of business, the Company uses a variety of derivative
instruments to manage, or hedge, interest rate risk. The Company requires that hedging derivative instruments be effective in reducing the interest rate risk exposure that they are designated to hedge. This effectiveness is essential for qualifying
for hedge accounting. Some derivative instruments are associated with an anticipated transaction. In those cases, hedge effectiveness criteria also require that it is probable that the underlying transaction is expected to occur. Instruments that
meet these hedging criteria are formally designated as hedges at the inception of the derivative contract.

The Company formally documents
all relationships between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking each hedge transaction and how ineffectiveness of the hedging instrument, if any, will be measured. Derivative
instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

The Companys derivative products typically include interest rate swaps. The Company expressly prohibits the use of unconventional derivative
instruments and using derivative instruments for trading or speculative purposes. Further, it has a policy of only entering into contracts with major financial institutions based upon their credit ratings and other factors.

The Company uses interest rate swaps and basis swaps to hedge all or a portion of the interest rate risk associated with
its borrowings. The counterparties to these contractual arrangements are Credit Suisse International, Deutsche Bank AG, New York, and Wachovia, with which the Company and its affiliates may also have other financial relationships. In the event of
nonperformance by counterparty, the Company is potentially exposed to credit loss. However, the Company anticipates that the counterparties will not fail to meet their obligations under the interest rate swap agreements. On the date the Company
enters into a derivative contract, the derivative is designated as: (1) a hedge of a forecasted transaction or of the variability of cash flows to be received or paid related to a recognized liability (cash flow
hedge); (2) a hedge of exposure to fair value of a recognized fixed-rate asset; or (3) a contract not qualifying for hedge accounting (free standing derivative).



18



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To determine the fair value of derivative instruments, the Company used a variety of methods and
assumptions that are based on market conditions and risks existing at each balance sheet date. For the majority of financial instruments including most derivatives and long-term investments, standard market conventions and techniques such as
discounted cash flow analysis, option-pricing models, replacement cost, and termination cost are used to determine fair value. All methods of assessing fair value result in a general approximation of value, and such value may never actually be
realized.

The following table summarizes the fair value of the derivative instruments held as of June 30, 2007:



|                                           |  |                                      |       
|------------------------------------------ |  | ------------------------------------ | ------
|Contract                                   |  | Estimated Fair Value atJune 30, 2007
|Derivatives designated as cash flow hedges |  | $                                    | 14,609
|Free-standing hedges                       |  |                                      | 112   

In connection with CDO II, the Company terminated 24 and partially unwound five effective cash
flow hedges, or interest rate swaps, with a total notional amount of $398,383. A total termination value of approximately $8,045 was paid to the Companys counterparties on April 2, 2007. Additionally, the Company entered into 15 interest
rate swaps and three basis swaps with aggregate notional amounts of approximately $622,957 and $235,053, respectively.

The following table
summarizes the fair value of the derivative instruments held as of December 31, 2006:



|                                           |  |                                          |        |  
|------------------------------------------ |  | ---------------------------------------- | ------ | -
|Contract                                   |  | Estimated Fair Value atDecember 31, 2006 |       
|Derivatives designated as cash flow hedges |  | $                                        | (7,739 | )
|Free-standing hedges                       |  |                                          | 255    |  

NOTE 15EARNINGS PER SHARE

Basic earnings per share are calculated by dividing net income by the weighted average number of shares of common stock outstanding during each period. In
accordance with SFAS No. 128 Earnings Per Share, certain shares of nonvested restricted stock are not included in the calculation of basic EPS (even though shares of nonvested restricted stock are legally outstanding). Diluted
earnings per share takes into account the effect of dilutive instruments, such as common stock options and shares of unvested restricted common stock, but use the average share price for the period in determining the number of incremental shares
that are to be added to the weighted-average number of shares outstanding (treasury stock method). The following table presents a reconciliation of basic and diluted earnings per share for the three and six months ended June 30, 2007:



|                                                                         |  |                                 |        |   |                               |   |        |  
|------------------------------------------------------------------------ |  | ------------------------------- | ------ | - | ----------------------------- | - | ------ | -
|                                                                         |  | Three Months EndedJune 30, 2007 |        |   | Six Months EndedJune 30, 2007 |  
|Basic:                                                                   |  |                                 |        |   |                               |   |        |  
|Net loss                                                                 |  | $                               | (4,558 | ) |                               | $ | (2,983 | )
|Weighted-average number of shares outstanding                            |  |                                 | 30,216 |   |                               |   | 30,189 |  
|Basic loss per share                                                     |  | $                               | (0.15  | ) |                               | $ | (0.10  | )
|Diluted:                                                                 |  |                                 |        |   |                               |   |        |  
|Net loss                                                                 |  | $                               | (4,558 | ) |                               | $ | (2,983 | )
|Weighted-average number of shares outstanding                            |  |                                 | 30,216 |   |                               |   | 30,189 |  
|Plus: Incremental shares from assumed conversion of dilutive instruments |  |                                 | 0      |   |                               |   | 0      |  
|Adjusted weighted-average number of shares outstanding                   |  |                                 | 30,216 |   |                               |   | 30,189 |  
|Diluted loss per share                                                   |  | $                               | (0.15  | ) |                               | $ | (0.10  | )

The following table presents a reconciliation of basic and diluted earnings per share for the three
and six months ended June 30, 2006:



|                                                                         |  |                                 |        |                               |   |       
|------------------------------------------------------------------------ |  | ------------------------------- | ------ | ----------------------------- | - | ------
|                                                                         |  | Three Months EndedJune 30, 2006 |        | Six Months EndedJune 30, 2006
|Basic:                                                                   |  |                                 |        |                               |   |       
|Net income                                                               |  | $                               | 2,251  |                               | $ | 7,916 
|Weighted-average number of shares outstanding                            |  |                                 | 20,046 |                               |   | 20,023
|Basic earnings per share                                                 |  | $                               | 0.11   |                               | $ | 0.40  
|Diluted:                                                                 |  |                                 |        |                               |   |       
|Net income                                                               |  | $                               | 2,251  |                               | $ | 7,916 
|Weighted-average number of shares outstanding                            |  |                                 | 20,046 |                               |   | 20,023
|Plus: Incremental shares from assumed conversion of dilutive instruments |  |                                 | 171    |                               |   | 193   
|Adjusted weighted-average number of shares outstanding                   |  |                                 | 20,217 |                               |   | 20,216
|Diluted earnings per share                                               |  | $                               | 0.11   |                               | $ | 0.39  



19



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NOTE 16DIVIDENDS

On June 18, 2007, the Company declared dividends of $0.21 per share of common stock, payable with respect to the three month period ended June 30, 2007, to stockholders of record at the close of business on
June 29, 2007. The Company paid these dividends on July 16, 2007.

NOTE 17SUBSEQUENT EVENTS

On August 6, 2007, the master repurchase agreement with Deutsche Bank, on which the Company had $14,336 outstanding debt secured by one first
mortgage, was amended to change the repurchase date to September 5, 2007, at which point the DB Warehouse Facility will terminate.

On
August 6, 2007, the Company received a margin deficit notice from Wachovia stating that a margin deficit under the Wachovia Warehouse Facility exists, and demanding that the Company transfer $26,717 to Wachovia in immediately available funds on
August 8, 2007. The deadline was initially extended by Wachovia to August 9, 2007 pursuant a letter, dated as of August 8, 2007. The Company wired $17,000 in cash to Wachovia on August 9, 2007. The Company and Wachovia are in the
process of negotiating the remainder of the margin deficit and discussing the amount and manner of payment through either borrowing under a $75,000 revolving credit facility under the Companys second CDO or through the pledge of certain
assets. The deadline for the remaining $9,717 margin deficit was extended by Wachovia to August 14, 2007 pursuant to a letter, dated as of August 9, 2007.

On August 14, 2007 the Company transferred two assets off the Wachovia Warehouse Facility into one of its existing CDOs, thereby reducing the margin requirement by $2,962. The Company also wired $5,107 in cash towards
satisfaction of the margin deficit. The Company expects to receive an extension to August 16, 2007 to continue negotiation on the amount and timing of the remaining $1,648 margin deficit.

Given the recent volatility in the capital markets, the Company has halted making new investments in the near-term. The current credit market environment
is unstable and the Company continues to review and analyze the impact on potential avenues of liquidity. The Company has plans to restart its lending program when it is comfortable with the expected pricing of, and have reasonable access to,
capital both in the debt and equity markets that will enable it to achieve its growth objectives. The Company is considering several equity and debt capital raising options.



20



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Item 2.     Managements Discussion and Analysis of Financial Condition and Results of Operations

Overview

Unless the context requires otherwise, all references to we, our, and us in
this quarterly report mean CBRE Realty Finance, Inc., a Maryland corporation, and our wholly owned subsidiaries.

We are a commercial real
estate specialty finance company organized in May 2005 that is focused on originating, acquiring, investing in, financing and managing, a diversified portfolio of commercial real estate-related loans and securities, including whole loans, bridge
loans, subordinate interests in whole loans, which we refer to as B Notes, commercial mortgage-back securities, which we refer to as CMBS, and mezzanine loans primarily in the United States.

We are a holding company that conducts its businesses through wholly-owned or majority-owned subsidiaries. We are externally managed and advised by CBRE
Realty Finance Management, LLC, which we refer to as our Manager, an indirect subsidiary of CB Richard Ellis, Inc., which we refer to as CBRE, and a direct subsidiary of CBRE Melody & Company, which we refer to as CBRE/Melody.

We have elected to be taxed as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing with our taxable year ended
December 31, 2005. Accordingly, we generally will not be subject to U.S. federal income taxes if we meet certain organizational and operational requirements, including a requirement to distribute at least 90% of our net taxable income
(determined without regard to the dividends paid deduction and excluding net capital gains) to our stockholders. However, we have a taxable REIT subsidiary, which we refer to as our TRS, which will incur federal, state and local taxes on the taxable
income from their activities.

Our objective is to grow our portfolio and provide attractive total returns to our investors over time
through a combination of dividends and capital appreciation. Our business primarily focuses on originating, acquiring, investing in, financing and managing a diversified portfolio of commercial real estate related loans and securities. Our initial
investment focus is on opportunities in North America.

We have invested, on a relative value basis, in transactions in a variety of
markets and secured by many different property types. We have also focused our investments in markets and transactions where we believe we have an advantage due to knowledge and insight provided by our affiliation with CBRE.

We believe that we have access to many investment and finance opportunities that emerge from our affiliation with CBRE. We source our investments through
two primary channels: our unique relationship with the CBRE/Melody origination system, which we refer to as the affiliated CBRE system; and the origination capabilities of our management team, including their relationships with borrowers, sellers of
whole loans and various financial institutions and other financial intermediaries, which we refer to as our internal origination system. The combination of these systems allows us to consider a high volume of investment opportunities which allows us
to be highly selective about which opportunities we pursue.

In each financing transaction we undertake, we seek to control as much of the
capital structure as possible. We generally seek to accomplish this through the direct origination of whole loans and other investments, the ownership of which permits a wide variety of syndication and securitization executions. By providing a
single source of financing to a borrower, we intend to streamline the lending process, give greater certainty to the borrower and retain the portion of the capital structure that will generate what we believe to be the most attractive and
appropriate total returns based on our risk assessment of the investment. Providing a broad array of financing solutions combined with our access to a national network of relationships and information allows us to target and adjust our investment
focus depending upon how we view markets and property types in various geographic regions.

On August 6, 2007, the master repurchase
agreement with Deutsche Bank AG, Cayman Islands Branch, or Deutsche Bank, which we refer to as the DB Warehouse Facility, on which we have approximately $14.3 million of outstanding debt secured by one first mortgage, was amended to change the
repurchase date to September 5, 2007, at which point the DB Warehouse Facility will terminate.

On
August 6, 2007, we received a margin deficit notice from Wachovia Bank, National Association, or Wachovia, stating that a margin deficit under a master purchase agreement, which we refer to as the Wachovia Warehouse Facility, exists, and
demanding that we transfer approximately $26.7 million to Wachovia in immediately available funds on August 8, 2007. The deadline was initially extended by Wachovia to August 9, 2007 pursuant a letter, dated as of August 8, 2007. We
wired $17.0 million in cash to Wachovia on August 9, 2007. We are in the process of negotiating with Wachovia the remainder of the margin deficit and discussing the amount and manner of payment through either borrowing under a $75.0 million
revolving credit facility under our second CDO or through the pledge of certain assets. The deadline for the remaining approximately $9.7 million margin deficit was extended by Wachovia to August 14, 2007 pursuant to a letter, dated as of
August 9, 2007.

On August 14, 2007 we transferred two assets off the Wachovia Warehouse Facility into
one of our existing CDOs, thereby reducing the margin requirement by $2.962 million. We also wired $5.107 million in cash towards satisfaction of the margin deficit. We expect to receive an extension to August 16, 2007 to continue negotiation on the
amount and timing of the remaining $1.648 million margin deficit.

Because of the high relative valuation
of debt instruments in the current market and a generally increasing interest rate environment, we have managed our exposure to interest rate changes that could affect our liquidity. We generally match our assets and liabilities in terms of base
interest rates (generally 30-day LIBOR) and expected duration. We issued collateralized debt obligations, or CDOs, which enabled us to secure term financing and match fund our assets and liabilities to achieve our financing and return objectives.



21



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As of June 30, 2007, we held investments of approximately $2.0 billion, including origination costs
and fees, and net of repayments and sales of partial interests in loans. As of June 30, 2007, our investment portfolio consisted of the following (dollars in thousands):



|                             |  |                |           |                       |     |                             |       |   |                  |       |   |                  |       |   |     |    |  
|---------------------------- |  | -------------- | --------- | --------------------- | --- | --------------------------- | ----- | - | ---------------- | ----- | - | ---------------- | ----- | - | --- | -- | -
|                             |  |                |           |                       |     |                             |       |   | Weighted Average |      
|Security Description         |  | Carrying Value |           | Number of Investments |     | Percent of TotalInvestments |       |   | Coupon           |       |   | Yield toMaturity |       |   | LTV |   
|Whole loans(1)               |  | $              | 1,041,251 |                       | 43  |                             | 52.2  | % |                  | 6.93  | % |                  | 6.78  | % |     | 67 | %
|B Notes                      |  |                | 232,499   |                       | 10  |                             | 11.6  | % |                  | 8.53  | % |                  | 8.59  | % |     | 68 | %
|Mezzanine loans              |  |                | 312,851   |                       | 15  |                             | 15.7  | % |                  | 10.33 | % |                  | 10.12 | % |     | 75 | %
|CMBS                         |  |                | 286,757   |                       | 67  |                             | 14.4  | % |                  | 6.15  | % |                  | 7.14  | % |     |   |  
|Joint venture investments(2) |  |                | 67,867    |                       | 8   |                             | 3.4   | % |                  |      |   |                  |      |   |     |   |  
|Assets held for development  |  |                | 54,655    |                       | 2   |                             | 2.7   | % |                  |      |   |                  |      |   |     |   |  
|                             |  |                |           |                       |     |                             |       |   |                  |       |   |                  |       |   |     |    |  
|Total                        |  | $              | 1,995,880 |                       | 145 |                             | 100.0 | % |                  |       |   |                  |       |   |     |    |  
|                             |  |                |           |                       |     |                             |       |   |                  |       |   |                  |       |   |     |    |  

---

|(1) | Includes originated whole loans, acquired whole loans and bridge loans.
|--- | -----------------------------------------------------------------------

|(2) | Includes our equity investment in two limited liability companies which are deemed to be VIEs and which we consolidate
in our audited financial statements because we are deemed to be the primary beneficiary of these VIEs under FIN 46R.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
expect approximately 40% to 60% of our annual production to be sourced though the affiliated CBRE system. The following table depicts our investment activity for the six months ended June 30, 2007 and the year ended December 31, 2006 and
the percentage of such investment activity sourced through the affiliated CBRE System (dollars in millions):



|                                                       |  |      |       |   |      |   |         |  
|------------------------------------------------------ |  | ---- | ----- | - | ---- | - | ------- | -
|                                                       |  | 2007 |       |   | 2006 |  
|Total Investments                                      |  | $    | 727.0 |   |      | $ | 1,041.3 |  
|Percentage Sourced through Affiliated CBRE System      |  |      | 28.5  | % |      |   | 62.6    | %
|Percentage Sourced through Internal Origination System |  |      | 2.3   | % |      |   | 4.9     | %

Outlook

Our business strategy of originating and acquiring investments is affected by general U.S. commercial real estate fundamentals and the overall U.S. economic environment. Further, our strategy is influenced by the
specific characteristics of the underlying real estate assets that serve as collateral for our investments. We have designed our strategy to be flexible so that we can adjust our investment activities and portfolio weightings given changes in the
U.S. commercial real estate capital and property markets and the U.S. economy.

We believe that the real estate business is influenced by a
number of general economic and specific real estate factors. Those factors include, among other things, the level and direction of interest rates, inflation, capital flows, job creation, income levels and new supply of real estate properties. We
believe most of these are moving in a positive direction. The U.S. economy grew at a surprisingly strong 3.5% rate in the fourth quarter of 2006, up from a 2.0% rate in the third quarter of 2006, although economic growth slowed in the first half of
2007 and the adjustment in the U.S. residential housing market is ongoing. The monetary policy decisions of the Federal Open Market Committee, or FOMC, in 2006 were intended to foster sustainable economic expansion and to promote a return to low and
stable inflation. In that regard, we believe that the economic outlook for 2007 and 2008 appears favorable with the predominant policy concern being that inflation will fail to moderate as projected. The U.S. economy has been producing new jobs at a
positive pace, income levels are increasing and new supply of space is being constrained by a variety of costs, including increased costs of new construction. Our general view is that most commercial real estate product classes should continue to
perform well given the current economic environment and real estate fundamentals.

Interest rates are still at historically low levels with
little or no indication that they will rise in the near future. The yield curve indicates that interest rates will likely decline in the future. The FOMC left interest rates unchanged at their last meeting in August, holding the federal funds rate
at 5.25% and indicating that they were likely to reduce the rate in the near future, if any at all. Although rising interest rates can have a negative effect on the broad economy and the real estate markets, we do not believe that we will experience
a sizeable or swift increase in interest rates over the next few years. Due to our focus on match funding investments, our portfolio should continue to perform well in an increasing interest rate environment. The commercial real estate debt market
has experienced very low default rates and we expect this trend to continue.

Capital flows to real estate
increased in 2006 and have continued to grow in the first half of 2007. As an asset class, real estate continues to appeal to a broad mix of investors having a diverse set of investment objectives including current yield and capital appreciation. We
believe that real estate continues to look attractive to investors on both an absolute basis and relative to alternative investments. The increased capital flows have resulted in increased competition and lower spreads in most of 2006 on debt
instruments but also have reduced our cost of funds. During the second half of 2006 we have seen spreads moderate on debt instruments. Recently, we have seen spreads widen as a result of CMBS and CDOs, pricing at significantly wider spreads than the
previously prevailing levels.

In the short-term, we believe the current environment of rapidly changing and evolving markets will provide
increasing challenges in our industry. While we continue to believe the commercial lending business has strong long-term fundamentals and is being adversely affected by recent volatility in the capital markets, due to these uncertainties, we may
experience the following:



| |  |  | Lower loan originations and margins;
| | - |  | ------------------------------------



| |  |  | More restrictive regulatory environment;
| | - |  | ----------------------------------------



| |  |  | Reduced access to and increased cost of financing; and
| | - |  | ------------------------------------------------------



| |  |  | Reduced funds available for distribution as dividends
| | - |  | -----------------------------------------------------

Given the recent volatility in the capital markets, we have halted making new investments in the near-term. The current credit market environment is unstable and we continue to review and
analyze the impact on potential avenues of liquidity. We have a warehouse line with each of Wachovia and Deutsche Bank. As described above, on August 6, 2007, the master repurchase agreement with Deutsche Bank was amended to change the
repurchase date to September 5, 2007, at which point the DB Warehouse Facility will terminate. As described above, on August 6, 2007, we received a margin deficit notice from Wachovia stating that a margin deficit under the Wachovia
Warehouse Facility. We have plans to restart our lending program when we are comfortable with the expected pricing of, and have reasonable access to, capital both in the debt and equity markets that will enable us to achieve our growth objectives.
We are considering several equity and debt capital raising options.



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The following discussion related to our consolidated financial statements should be read in conjunction
with the financial statements appearing in Item 1 of this Quarterly Report on Form 10-Q.

Results of Operations

Three Months Ended June 30, 2007 Compared to the Three Months Ended June 30, 2006

Revenues

Investment income increased by $16.9 million to $29.7 million for the three months ended
June 30, 2007, from $12.8 million for the three months ended June 30, 2006, as the overall investment portfolio increased to $2.0 billion at June 30, 2007 from $844.1 million at June 30, 2006. Primarily, the increase in the
second quarter of 2007 was generated by the increase in carrying value of our investment portfolio which increased investment income in our whole loans by $10.4 million, B Notes by $1.6 million, mezzanine loans by $1.7 million and CMBS $3.1 million.

Real estate operating income increased by $0.6 million to $2.0 million for the three months ended June 30, 2007, from $1.4 million
for the three months ended June 30, 2006, which primarily represents rental income from our two consolidated joint ventures.

Other
income increased by $1.5 million to $2.6 million for the three months ended June 30, 2007, from $1.1 million for the three months ended June 30, 2006, which represents interest earned on cash balances primarily from overnight repurchase
investments.

Expenses

Interest
expense increased by $14.2 million to $23.4 million for the three months ended June 30, 2007, from $9.2 million for the three months ended June 30, 2006, of which $0.4 million represents interest on our first CDO financing, which had a
weighted average spread to 30-day LIBOR of 51 basis points (or 5.83%) at June 30, 2007, $11.5 million represents interest on our second CDO financing, which had a weighted average spread to 3-month LIBOR of 41 basis points (or 5.76%) at
June 30, 2007, $0.9 million represents interest on borrowings on our warehouse facilities, which had a weighted average spread to 30-day LIBOR of 104 basis points (or 6.36%) at June 30, 2007, $0.4 million represents interest on our
consolidated real estate joint venture mortgages, and $1.0 million represents interest on our trust preferred securities. The remaining balance in interest expense is comprised of $0.2 million of net swap interest income related to our derivative
contracts, $0.6 million of capitalized interest, $0.5 million of amortization of deferred financing costs related, primarily, to the closing of our warehouse facilities and our CDO financings, $0.1 million of servicing fees.

Management fees increased by $0.6 million to $2.0 million for the three months ended June 30, 2007 from $1.4 million for the three months ended
June 30, 2006, attributable to the equity raised through our September 2006 initial public offering, or IPO, which represent fees paid or payable to our Manager under our management agreement.

Property operating expenses increased by $0.6 million to $1.3 million for the three months ended June 30, 2007, from $0.7 million for the three
months ended June 30, 2006. The increase is related to the two consolidated joint ventures and the two assets we foreclosed in May 2007.

General and administrative expenses increased by $1.0 million to $3.0 million for the three months ended June 30, 2007, from $2.0 million for the three months ended June 30, 2006. The increase was attributable to $0.7 million from
professional fees, insurance, and general overhead costs and an increase of $0.3 million from purchase and acquisition investment activity.

The management fees, expense reimbursements, formation costs and the relationship between our Manager, our affiliates and us are discussed further in Related Party Transactions.

Loss on impairment of asset

Loss on impairment of
asset increased to $7.8 million for the six months ended June 30, 2007 from $0 for the six months ended June 30, 2006. After taking control and possession of the Monterey property, management determined the fair value of the Monterey
property based on various factors, including, the best use of the underlying property, the time frame we are expected to resume development activities after resolving the claim with the Montgomery County Housing Authority, or the Housing Authority,
studies on the cost to complete development efforts and the demand for completed condominium units. Based on the results of this analysis, we determined that the fair market value of the net assets received on the date of foreclosure was
approximately $29.3 million, which is less than the carrying value on the date of acquisition of $37.1 million. The deficit was driven by various factors, including, the delay in development and sales efforts on the project due to the claim by the
Housing Authority, an increase in secured liens assumed by the previous owner, and an increase in the estimated costs to complete the project. As a result, we concluded that the foreclosure event triggered an impairment of $7.8 million which has
been recorded in the consolidated statements of operations for the three and six month periods ended June 30, 2007.

Gain (loss) on derivatives

Gain (loss) on derivatives decreased by $0.4 million to a $0.1 million loss for the three months ended June 30, 2007 from a $0.3
million realized gain for the three months ended June 30, 2006, of which the decrease was attributable to $0.9 million realized gain from terminated interest rate swaps and a $0.5 million unrealized loss related to interest rate swaps in the
three months ended June 30, 2006.

Equity in net loss of unconsolidated joint ventures

Equity in net loss of unconsolidated joint ventures decreased by $1.2 million to $1.0 million loss for the three months ended June 30, 2007 from $0.2
million income for the three months ended June 30, 2006, primarily resulting from six joint ventures having operations in the current quarter while the prior period only had operations of four joint ventures.



23



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Six Months Ended June 30, 2007 Compared to the Six Months Ended June 30, 2006

Revenues

Investment income increased by $31.3
million to $55.2 million for the six months ended June 30, 2007, from $23.9 million for the six months ended June 30, 2006, as the overall investment portfolio increased to $2.0 billion at June 30, 2007 from $844.1 million at
June 30, 2006. Primarily, the increase in the second quarter of 2007 was generated by the increase in carrying value of our investment portfolio which increased investment income in our whole loans by $19.2 million, B Notes by $3.2 million,
mezzanine loans by $3.0 million and CMBS by $6.3 million.

Real estate operating income increased by $1.6 million to $3.7 million for the
six months ended June 30, 2007, from $2.1 million for the six months ended June 30, 2006, which primarily represents rental income from our two consolidated joint ventures.

Other income increased by $1.3 million to $3.0 million for the six months ended June 30, 2007, from $1.7 million for the six months ended
June 30, 2006, which represents interest earned on cash balances primarily from overnight repurchase investments.

Expenses

Interest expense increased by $26.3 million to $40.9 million for the six months ended June 30, 2007, from $14.6 million for the six months ended
June 30, 2006, of which $7.6 million represents interest on our first CDO financing, which had a weighted average spread to 30-day LIBOR of 51 basis points (or 5.83%) at June 30, 2007, $11.5 million represents interest on our second CDO
financing, which had a weighted average spread to 3-month LIBOR of 41 basis points (or 5.76%) at June 30, 2007, $4.4 million represents interest on borrowings on our warehouse facilities, which had a weighted average spread to 30-day LIBOR of
104 basis points (or 6.36%) at June 30, 2007, $0.9 million represents interest on our consolidated real estate joint venture mortgages, and $2.0 million represents interest on our trust preferred securities. The remaining balance in interest
expense is comprised of $0.6 million of net swap interest income related to our derivative contracts, $0.7 million of capitalized interest, $0.9 million of amortization of deferred financing costs related, primarily, to the closing of our warehouse
facilities and our CDO financing, and $0.2 million of servicing fees.

Management fees increased by $1.2 million to $4.0 million for the
six months ended June 30, 2007 from $2.8 million for the six months ended June 30, 2006, attributable to the equity raised through our IPO, which represent fees paid or payable to our Manager under our management agreement.

Property operating expenses increased $1.3 million to $2.2 million for the six months ended June 30, 2007 from $0.9 million for the six months ended
June 30, 2006. The increase is related to our two consolidated joint ventures and the two assets we foreclosed on in May 2007.

General and administrative expenses increased by $0.3 million to $4.8 million for the six months ended June 30, 2007, from $4.5 million for the six months ended June 30, 2006. The increase was attributable to $0.6 million from
professional fees, insurance, and general overhead costs and an increase of $0.5 million from purchase and acquisition investment activity. Stock-based compensation expenses decreased $0.8 million for the Six Months Ended June 30, 2007. This
represents the cost of restricted stock and options granted to our Manager, our executive officers and directors and our Manager. The restricted stock and options for our directors will vest one year from the date of grant and for all other grantees
will vest equally over a three-year period. The shares of restricted stock receive dividends as declared and paid. The compensation expense recorded for the six months ended June 30, 2007 represents a ratable portion of the expense based on the
fair value of these shares and options over their vesting period.

Depreciation/Amortization increased by $0.6 million to $1.3 million for
the six months ended June 30, 2007, from $0.7 million for the six months ended June 30, 2006. The increase is related to our two consolidated joint ventures and our two second quarter foreclosed assets.

The management fees, expense reimbursements, formation costs and the relationship between our Manager, our affiliates and us are discussed further in
Related Party Transactions.

Loss on impairment of asset

Loss on impairment of asset increased to $7.8 million for the six months ended June 30, 2007 from $0 for the six months ended June 30, 2006. After taking
control and possession of the Monterey property, management determined the fair value of the Monterey property based on various factors, including, the best use of the underlying property, the time frame we are expected to resume development
activities after resolving the claim with the Housing Authority, studies on the cost to complete development efforts and the demand for completed condominium units. Based on the results of this analysis, we determined that the fair market value of
the net assets received on the date of foreclosure was approximately $29.3 million, which is less than the carrying value on the date of acquisition of $37.1 million. The deficit was driven by various factors, including, the delay in development and
sales efforts on the project due to the claim by the Housing Authority, an increase in secured liens assumed by the previous owner, and an increase in the estimated costs to complete the project. As a result, we concluded that the foreclosure event
triggered an impairment of $7.8 million which has been recorded in the consolidated statements of operations for the three and six month periods ended June 30, 2007.

Loss on sale of investments

Loss on sale of investments increased by $0.1 million to $0.3 million
for the six months ended June 30, 2007, from $0.2 million for the six months ended June 30, 2006. The loss in 2007 is related to the sale of a CMBS investment and the loss in 2006 is related to the sale of a senior note.

Gain (loss) on derivatives

Gain (loss) on
derivatives decreased by $3.8 million to a $0.2 million loss for the six months ended June 30, 2007 from a $3.6 million gain for the six months ended June 30, 2006, of which the decrease was attributable to a $3.7 million gain from
terminated interest rate swaps in 2006 and in 2007, primarily related to a $0.1 million loss attributable to an interest rate cap.

Equity in net income
(loss) of unconsolidated joint ventures

Equity in net income (loss) of unconsolidated joint ventures decreased by $3.7 million to $3.5
million loss for the six months ended June 30, 2007 from $0.2 million income for the six months ended June 30, 2006, primarily resulting from six joint ventures having operations in the current quarter while the prior period only had
operations of four joint ventures.



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Risk Management

The two foreclosed assets are the Monterey property in Bethesda, Maryland and the Rodgers Forge in Towson, Maryland. We foreclosed on the Monterey property, a 434-unit condominium conversion project, on May 9,
2007 and took immediate control. We foreclosed on Rodgers Forge, a 508-unit condominium conversion project, on May 4, 2007 and took control on June 19, 2007 after court ratification awarded it legal control of the property. During the six
months ended June 30, 2007, we funded $10.3 million to foreclosed assets to cure defaults of senior debt, pay real estate taxes, pay assumed liens and pay for attorney and appraisal services related to the foreclosures. We intend to continue
developing each of these properties and will explore exiting the property when and if a buyers can be identified at reasonable exit prices.

Non-Performing Loans

Non-performing loans include all loans on non-accrual status and repossessed real estate collateral.
We transfer loans to non-accrual status at such time as: (1) we determine the borrower is incapable of curing, or has ceased efforts towards curing the cause of a default; (2) the loan becomes 90 days delinquent; (3) the loan has a
maturity default; or (4) the net realizable value of the loans underlying collateral approximates our carrying value of such loan. Interest income is recognized only upon actual cash receipt for loans on non-accrual status. At
June 30, 2007, there were no non-performing loans.

Watch List Assets

We conduct a quarterly comprehensive credit review, resulting in an individual risk classification being assigned to each asset. This review is designed
to enable us to evaluate and proactively manage asset-specific credit issues and identify credit trends on a portfolio-wide basis as an early warning system. At June 30, 2007, there were no watch list assets.

Liquidity and Capital Resources

Overview

On August 6, 2007, the master repurchase agreement with Deutsche Bank, on which we have approximately $14.3 million outstanding debt secured by one
first mortgage, was amended to change the repurchase date to September 5, 2007, at which point the DB Warehouse Facility will terminate.

On August 6, 2007, we received a margin deficit notice from Wachovia stating that a margin deficit under a master repurchase agreement with Wachovia exists, and demanding that we transfer approximately $26.7 million to Wachovia in
immediately available funds on August 8, 2007. The deadline was initially extended by Wachovia to August 9, 2007 pursuant a letter, dated as of August 8, 2007. We wired $17.0 million in cash to Wachovia on August 9, 2007. We are
in the process of negotiating with Wachovia the remainder of the margin deficit and discussing the amount and manner of payment through either (i) borrowing under a $75.0 million revolving credit facility under our second CDO, (ii) through the
pledge of certain unencumbered assets, (iii) through the contribution of assets securing the Wachovia Warehouse Facility into our second CDO or (iv) through the use of available cash on hand. The deadline for the remaining $9.7 million margin
deficit was extended by Wachovia to August 14, 2007 pursuant to a letter, dated as of August 9, 2007.

On August 14, 2007 we
transferred two assets off the Wachovia Warehouse Facility into one of our existing CDOs, thereby reducing the margin requirement by $2.962 million. We also wired $5.107 million in cash towards satisfaction of the margin deficit. We expect to
receive an extension to August 16, 2007 to continue negotiation on the amount and timing of the remaining $1.648 million margin deficit.

Liquidity is a measurement of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund loans and other investments, pay dividends and for other general business needs. Our primary sources of
funds for short-term liquidity, including working capital, distributions and additional investments consist of (i) cash flow from operations; (ii) borrowings under our master repurchase agreement with Wachovia; (iii) proceeds from our
CDOs or other forms of financing or additional securitizations or CDO offerings; (iv) proceeds from additional common or preferred equity offerings or offerings of trust preferred securities; (v) proceeds from principal payments on our
investments; (vi) proceeds from potential joint ventures; and (vii) proceeds from potential loan and asset sales. We believe these sources of funds will be sufficient to meet our short-term liquidity requirements, including repayment of
the DB Warehouse Facility and meeting the margin deficit under the Wachovia Warehouse Facility. Due to recent market turbulence, we do not anticipate having the ability over the next fiscal quarter to access equity capital through the public markets
or debt capital through warehouse lines, new CDO issuances, or new trust preferred issuances. Therefore, we will rely mostly on cash flows from operations, principal payments on our investments, and proceeds from potential joint ventures and asset
sales.

Our ability to meet our long-term liquidity requirements will be subject to obtaining additional
debt financing and equity capital in addition to the sources designated for our short-term liquidity requirements. If we are unable to renew, replace or expand our sources of financing on substantially similar terms, it may have an adverse effect on
our business, results of operations and ability to make distributions to our stockholders. Depending on market conditions, we expect that our borrowings will be in the range of 70% and 80% of the carrying value of our total assets. Our borrowings
may require us, among other restrictive covenants, to keep uninvested cash on hand, maintain a certain portion of our assets free from liens and to secure such borrowings with our assets. These conditions would limit our ability to do further
borrowings. If we are unable to make required payments under such borrowings, breach any representation or warranty in the loan documents or violate any covenant contained in a loan document, our lender may accelerate the maturity of our debt or
require us to pledge more collateral. If we are unable to pay off our borrowings in such a situation, the lender could foreclose on our assets that are pledged as collateral to such lender or such lender could force us into bankruptcy. Any such
event would have a material adverse effect on our liquidity and the value of our common stock.

Given the recent volatility in the capital
markets, we have halted making new investments in the near-term. The current credit market environment is unstable and we continue to review and analyze the impact on potential avenues of liquidity. We have a warehouse line with each of Wachovia and
Deutsche Bank. As described above, on August 6, 2007, the master repurchase agreement with Deutsche Bank was amended to change the repurchase date to September 5, 2007, at which point the DB Warehouse Facility will terminate. As described
above, on August 6, 2007, we received a margin deficit notice from Wachovia stating that a margin deficit under the Wachovia Warehouse Facility. We have plans to restart our lending program when we are comfortable with the expected pricing of,
and have reasonable access to, capital both in the debt and equity markets that will enable us to achieve our growth objectives. We are considering several equity and debt capital raising options.

To qualify as a REIT under the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, we must distribute annually at least 90% of our
taxable income. These distribution requirements limit our ability to retain earnings and thereby replenish or increase capital for operations. However, we believe that our capital resources and access to financing will provide us with financial
flexibility at levels sufficient to meet current and anticipated liquidity requirements, including funding new investments, paying distributions to our stockholders and servicing our debt obligations.



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Capitalization

On September 27, 2006, we priced our IPO of common stock, with public trading of our common stock commencing on September 28, 2006. We sold 11,012,624 shares of our common stock in our IPO at a price of
$14.50 per share, which includes the exercise in full of the underwriters option to purchase an additional 1,436,429 shares of common stock. Of these shares, 9,945,020 were sold by us and 1,067,604 were sold by selling stockholders. Net
proceeds from both our IPO and the over allotment option, after underwriting discounts and commissions of approximately $8.7 million and other offering expenses of approximately $2.4 million, were approximately $133.2 million, which we received on
October 3, 2006. The net proceeds were used to repay debt on the Wachovia Warehouse Interim Facility (as defined below). The shares are included in the outstanding share count as of September 30, 2006 with the net proceeds recorded as
contra equity (common stock subscriptions receivable) on the balance sheet.

On March 7, 2007, 130,200 shares of restricted stock and
options to purchase 66,500 shares of our common stock with an exercise price of $13.08 per share were issued to certain employees of the Manager under the 2005 equity incentive plan. Options granted under the 2005 equity incentive plan are
exercisable at the fair market value on the date of the grant and, expire five years from the date of the grant, subject to termination of employment. These options are not transferable other than at death and are exercisable ratably over a three
year period commencing one year from the date of the grant.

As of June 30, 2007, 781,155 shares of restricted common stock, net of
forfeitures, and options to purchase 873,899 shares of common stock, net of forfeitures, and options to purchase 64,500 shares of common stock, net of forfeitures, with an exercise price of $15.00 per share and $13.08 per share, respectively, have
been issued under our 2005 equity incentive plan. These restricted shares and options have a vesting period of three years from the date of grant (except with respect to 2,668 restricted shares which vested one year from the date of grant).

Warehouse Lines

DB Warehouse Facility

On August 30, 2005, we entered into two facilities with Deutsche Bank that provided $650.0 million of aggregate borrowing
capacity.

We have a $400.0 million master repurchase agreement, which had an initial repurchase date of August 29, 2006. On
August 6, 2007, the master repurchase agreement was amended to change the repurchase date to September 5, 2007. On September 5, 2007, the master repurchase agreement will be terminated. We expect to refinance or sell the asset under
this facility prior to the termination date. We do not expect to borrow under this facility again. Our TRS is also a party to this agreement and we and our TRS are jointly and severally liable thereunder. Advances under this facility bear interest
only, which is reset monthly, with a pricing spread of 50 basis points over 30-day LIBOR. Based on our investment activities, this facility provides for an advance rate of up to 90% based upon the collateral provided under a borrowing based
calculation. This facility finances our whole loan originations and acquisitions. As of June 30, 2007 and December 31, 2006, the outstanding balance under this facility was approximately $14.3 million and $14.3 million, respectively, with
a current weighted average interest rate of 5.82% and 5.85%, respectively. As of June 30, 2007, we had approximately $385.7 million of additional capacity under this facility to fund future investments. The borrowings under this facility are
collateralized by the following investments (dollars in thousands):



|                |  |                       |  |                |       
|--------------- |  | --------------------- |  | -------------- | ------
|Investment Type |  | Number of Investments |  | Carrying Value
|Whole Loans     |  | 1                     |  | $              | 16,000

We also had a $250.0 million repurchase agreement with Deutsche Bank which terminated on
November 29, 2006.

The DB Warehouse Facility contains certain covenants, the most restrictive of which are requirements that we
maintain a minimum tangible net worth of no less than $125.0 million, a minimum debt service coverage of not less than 1.5 to 1 in the aggregate, a ratio of indebtedness-to-tangible net worth not to exceed 3.5 to 1, and minimum cash or marketable
securities of not less than (i) $10.0 million for a debt-to-book ratio above 2 to 1; (ii) $5.0 million for a debt-to-book equity ratio between 1 to 1 and 2 to 1; and (iii) $3.0 million for a debt-to-book equity ratio of below 1 to 1.
On August 6, 2007, we received from Deutsche Bank a one-time waiver of the indebtedness-to-tangible net worth financial covenant which we were not in compliance with as of June 30, 2007. We were in compliance with all other covenants and
conditions as of June 30, 2007 and with all covenants and conditions as of December 31, 2006.



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Bank of America Warehouse Facilities

In January and February, 2006, we entered into two facilities with Banc of America Securities, LLC and Bank of America N.A., or the Bank of America Warehouse Facilities, that provided $450.0 million of aggregate
borrowing capacity. These facilities were terminated on April 2, 2007.

Wachovia Warehouse Facility

In July 2006, we entered into a mortgage loan purchase agreement with Wachovia that provided $175.0 million of aggregate borrowing capacity, or the
Wachovia Warehouse Interim Facility. The borrowings under this facility were paid off on October 4, 2006 and the facility was terminated.

In August 2006, we entered into a master repurchase agreement with Wachovia that provided $300.0 million of aggregate borrowing capacity. On December 15, 2006 and February 8, 2007, the aggregate borrowing capacity was increased to
$500.0 million and $700.0 million, respectively, and the increase period expires on May 1, 2007. After the expiration of the increase period the maximum borrowing capacity will be $300.0 million. The Wachovia Warehouse Facility has an initial
fixed repurchase date of August 24, 2009, which may be extended for a period not to exceed 364 days upon our written request to the buyer at least 30 days, but no more than 60 days, prior to the initial repurchase date, if (i) no default
or event of default (as defined in the repurchase agreement) has occurred or continuing and (ii) upon our payment to the buyer of a certain extension fee. Based on our investment activities, this facility provides for an advance between 50% and
95% based upon the collateral provided under a borrowing based calculation. Advances under this facility bear interest only, which is reset monthly, with a range of pricing spreads from 20 to 200 basis points over 30-day LIBOR. This facility
finances our origination or acquisition of whole loans, subordinate mortgage interests and CMBS. As of June 30, 2007, and December 31, 2006, the outstanding balance under this facility was approximately $299.2 million and $361.8 million,
respectively, with a weighted average borrowing rate of 6.39% and 6.03%, respectively. On April 2, 2007, in conjunction with the second CDO transaction, we paid off $517,701 of the outstanding debt. As of June 30, 2007, we had $100.7
million of capacity under this facility to fund future investments. The borrowings under this facility were collateralized by the following investments (dollars in thousands):



|                  |  |                       |  |                |        
|----------------- |  | --------------------- |  | -------------- | -------
|Investment Type   |  | Number of Investments |  | Carrying Value
|Whole Loans       |  | 6                     |  | $              | 244,828
|Subordinated Debt |  | 1                     |  | $              | 36,500 
|Mezzanine Loans   |  | 3                     |  | $              | 75,000 
|CMBS              |  | 2                     |  | $              | 14,234 

The Wachovia Warehouse Facility contains certain covenants, the most material of which are
requirements that we maintain a minimum tangible net worth of no less than the sum of $250.0 million, a ratio of total liability to total assets greater than 0.80 to 1.0 (for the $300.0 million Wachovia Warehouse Facility) and 75% of the net
proceeds of the issuance by us of any capital stock of any class and minimum cash and marketable securities of not less than $10.0 million. Additionally, at no time shall the consolidated interest coverage ratio by us for the immediately preceding
fiscal quarter be less than 1.3 to 1.0 during the fiscal quarter ended on June 30, 2007 and the fiscal quarter ending September 30, 2007. We were in compliance with all covenants and conditions as of June 30, 2007 and
December 31, 2006.

We received a margin deficit notice from Wachovia, dated August 6, 2007, stating that a margin deficit under
the Wachovia Warehouse Facility exists, and demanding that we transfer approximately $26.7 million to Wachovia in immediately available funds on August 8, 2007. The deadline was initially extended by Wachovia to August 9, 2007 pursuant a
letter, dated as of August 8, 2007. We wired $17.0 million in cash to Wachovia on August 9, 2007. We and Wachovia are in the process of negotiating the remainder of the margin deficit and discussing the amount and manner of payment through
either borrowing under a $75.0 million revolving credit facility under our second CDO or through the pledge of certain assets. The deadline for the remaining approximately $9.7 million margin deficit was extended by Wachovia to August 14, 2007
pursuant to a letter, dated as of August 9, 2007.

On August 14, 2007 we transferred two assets off the Wachovia Warehouse Facility
into one of our existing CDOs, thereby reducing the margin requirement by $2.962 million. We also wired $5.107 million in cash towards satisfaction of the margin deficit. We expect to receive an extension to August 16, 2007 to continue negotiation
on the amount and timing of the remaining $1.648 million margin deficit.



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Accounting Treatment for Certain Investments Financed with Repurchase Agreements

We have certain CMBS and loan investments, or the collateral assets, purchased from counterparties that are financed through a repurchase agreement with
the same counterparty. We believe that in accordance with FASB Concept Statement No. 6, or CON 6, Elements of Financial Statements, we are entitled to obtain the future economic benefits of the collateral assets and we are obligated
under the repurchase agreement. Therefore, we currently record the collateral assets and the related financing gross on our balance sheet, and the corresponding interest income and interest expense gross on our income statement. In addition, any
change in fair value of the CMBS included in the collateral assets, is reported through other comprehensive income since these are classified as available for sale securities in accordance with FASB Statement No. 115, or SFAS 115,
Accounting for Certain Investments in Debt and Equity Securities.

However, an alternate view could be taken that in a
transaction where assets are acquired from and financed under a repurchase agreement with the same counterparty, the acquisition may not qualify as a sale from the sellers perspective. In such a case, the seller may be required to continue to
consolidate the assets sold to us. Under this view, we would be precluded from presenting the assets gross on our balance sheet and would instead treat our net investment in such assets as a derivative. Under this view, the interest rate swaps
entered into by us to hedge our interest rate exposure with respect to these transactions would no longer qualify for hedge accounting, but would be marked to market through the income statement.

This potential change would not affect the economics of the transactions but would affect how the transactions are reported in our financial statements.
If we were to apply this view to our transactions, for the three and six months ended June 30, 2007 and the year ended December 31, 2006, the change in net income per common diluted share would be immaterial and our total assets and total
liabilities would each be reduced by $7.7 million and $14.9 million, respectively.

Collateralized Debt Obligations

For longer-term funding, we intend to utilize securitization structures, particularly CDOs, as well as other match-funded financing structures. CDOs are
multiple class debt securities, or bonds, secured by pools of assets, such as whole loans, B Notes, mezzanine loans, CMBS and REIT debt. We believe CDO financing structures are an appropriate financing vehicle for our targeted real estate asset
classes, because they will enable us to obtain long-term cost of funds and minimize the risk that we have to refinance our liabilities prior to the maturities of our investments while giving us the flexibility to manage credit risk.

Deutsche Bank Securities Inc. acted as the exclusive structurer and placement agent with respect to a CDO transaction totaling approximately $600.0
million, which closed on March 28, 2006. We retained 100% of the equity interests in our CDO subsidiary that issued the CDO notes consisting of preference and common shares as well as 100% of the non-rated debt tranches. The notes issued by our
CDO subsidiary are secured initially by a portfolio of whole loans, B Notes, mezzanine loans and CMBS. Our Manager acted as the collateral manager for our CDO subsidiary but did not receive any fees in connection therewith. We acted as the advancing
agent in connection with the issuance of the CDO notes.

In March 2007, Wachovia acted as the exclusive structurer and placement agent with
respect to our second CDO transaction totaling $1.0 billion, which priced on March 2, 2007, and closed on April 2, 2007. We sold $880.0 million of bonds with an average cost of 90-day LIBOR plus 40.6 basis points and retained 100% of the
equity interests in our CDO subsidiary that issued the CDO notes consisting of preference and common shares. The notes issued by our CDO subsidiary are secured initially by a portfolio of whole loans, B Notes, mezzanine loans and CMBS. Our Manager
will act as the collateral manager for our CDO subsidiary but will not receive any fees in connection therewith. We are the advancing agent in connection with the issuance of the CDO notes. In connection with our second CDO transaction, we
terminated 24 and partially unwound five effective cash flow hedges, or interest rate swaps, with a total notional amount of approximately $398.4 million. A total termination value of approximately $8.0 million was paid to our counterparties on
April 2, 2007. Additionally, we entered into 15 interest rate swaps and three basis swaps with aggregate notional amounts of approximately $623.0 million and $235.1 million. As of June 30, 2007, our CDO subsidiary is leveraged as follows:



|             |  |                           |         |                 |           |               |      |   |                                        |    
|------------ |  | ------------------------- | ------- | --------------- | --------- | ------------- | ---- | - | -------------------------------------- | ---
|             |  | Carrying Amountat 6/30/07 |         | Stated Maturity |           | Interest Rate |      |   | Weighted Average Expected Life (years)
|CDO I Bonds  |  | $                         | 508,500 |                 | 3/25/2046 |               | 5.83 | % |                                        | 7.1
|CDO II Bonds |  | $                         | 805,000 |                 | 4/07/2052 |               | 5.76 | % |                                        | 8.0

Mortgage Indebtedness

On December 14, 2005, our consolidated joint venture, Springhouse Apartments, LLC, obtained a $26.2 million loan in connection with the acquisition of real estate located in Prince
Georges County, Maryland. The loan is collateralized by the aforementioned property, is guaranteed by Bozzuto and Associates Inc., our joint venture partner, matures on December 14, 2008, and bears interest at 30-day LIBOR plus 1.75%. As
of June 30, 2007 and December 31, 2006, the outstanding balance was $25.6 million and $25.6 million, respectively, at a rate of 7.07% and 7.10%, respectively.

On March 28, 2006, our consolidated joint venture, Loch Raven Village Apartments-II, LLC, obtained a $29.2 million loan in connection with the acquisition of real estate located in Baltimore, Maryland. The
loan is collateralized by the aforementioned property, is guaranteed by Bozzuto and Associates Inc., our joint venture partner, matures on April 1, 2009, and bears interest at a fixed rate of 5.96%. As of June 30, 2007 and
December 31, 2006, the outstanding balance was $27.0 million and $26.6 million, respectively.

On May 4, 2007, the Company
assumed the $36.3 million mortgage loan in conjunction with the Rodgers Forge foreclosure. The loan matures on April 16, 2009 and bears interest equal to one-half of one percent (0.50%) above the Prime Rate. As of June 30, 2007, the
outstanding balance was $36.3 million.

On May 9, 2007, the Company assumed the $103.9 million mortgage loan in conjunction with the
Monterey foreclosure. The loan matures on February 1, 2008 and bears interest at six-month LIBOR plus 3.25%. As of June 30, 2007, the outstanding balance was $103.9 million.

Junior Subordinated Debentures

In July 2006, we completed the issuance of $50.0 million in unsecured
trust preferred securities through a newly formed Delaware statutory trust, CBRE Realty Finance Trust I, or CRFT I, which is one of our wholly-owned subsidiaries. The securities bear interest at a fixed rate of 8.10% for the first ten years ending
July 2016. Thereafter the rate will float based on the 90-day LIBOR plus 249 points. The base management fee that we pay to our Manager pursuant to the management agreement is based on gross stockholders equity which our board of directors had
previously determined to include the trust preferred securities. We paid a base management fee on the trust preferred securities to the Manager from July 26, 2006 to September 27, 2006 in the amount of approximately $0.2 million. However,
beginning September 28, 2006, we no longer pay such a fee on trust preferred securities to the Manager.



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CRFT I issued $1.55 million aggregate liquidation amount of common securities, representing 100% of the
voting common stock of CRFT I to us for a total purchase price of $1.55 million. CRFT I used the proceeds from the sale of trust preferred securities and the common securities to purchase our junior subordinated notes. The terms of the junior
subordinated notes match the terms of the trust preferred securities. The notes are subordinate and junior in right of payment to all present and future senior indebtedness and certain other financial obligations. We realized net proceeds from the
offering of approximately $48.8 million.

Contractual Obligations

The table below summarizes our contractual obligations as of June 30, 2007. The table excludes contractual commitments related to our derivatives, which we discuss in Qualitative and Quantitative
Disclosures about Market Risk, and the incentive fee payable under the management agreement that we have with our Manager, which we discuss in Related Party Transactions because those contracts do not have fixed and determinable payments.



|                            |  |                                                               |           |                 |   |           |  |          |        |                  |   |   |  |   |          
|--------------------------- |  | ------------------------------------------------------------- | --------- | --------------- | - | --------- |  | -------- | ------ | ---------------- | - | - |  | - | ---------
|                            |  | Contractual commitments (in thousands) Payments due by
period
|                            |  | Total                                                         |           | Less than1 year |   | 1-3 years |  | 3-5years |        | More than5 years
|CDO I bonds payable         |  | $                                                             | 508,500   |                 | $ |          |  | $        |       |                  | $ |  |  | $ | 508,500  
|CDO II bonds payable        |  |                                                               | 805,000   |                 |   |          |  |          |       |                  |   |  |  |   | 805,000  
|Wachovia Warehouse Facility |  |                                                               | 299,266   |                 |   | 299,266   |  |          |       |                  |   |  |  |   |         
|DB Warehouse Facility       |  |                                                               | 14,336    |                 |   | 14,336    |  |          |       |                  |   |  |  |   |         
|Mortgage payable(1)         |  |                                                               | 192,858   |                 |   | 103,886   |  |          | 88,972 |                  |   |  |  |   |         
|Trust preferred securities  |  |                                                               | 50,000    |                 |   |          |  |          |       |                  |   |  |  |   | 50,000   
|Base management fees(2)     |  |                                                               | 7,971     |                 |   | 7,971     |  |          |       |                  |   |  |  |   |         
|                            |  |                                                               |           |                 |   |           |  |          |        |                  |   |   |  |   |          
|Total                       |  | $                                                             | 1,877,931 |                 | $ | 425,459   |  | $        | 88,972 |                  | $ |  |  | $ | 1,363,500
|                            |  |                                                               |           |                 |   |           |  |          |        |                  |   |   |  |   |          

---

|(1) | Non-recourse to us.
|--- | -------------------

|(2) | Calculated only for the next 12 months based on our current gross stockholders equity, as defined in our
management agreement.
|--- | -------------------------------------------------------------------------------------------------------------------------------

Off-Balance Sheet Arrangements

As of June 30, 2007, we had approximately $54.2 million of equity interests in six joint ventures as described in Note 7 to our financial statements
for the six months ended June 30, 2007, included elsewhere in this Quarterly Report on Form 10-Q.

Dividends

To qualify as a REIT, we must pay annual dividends to our stockholders of at least 90% of our net taxable income, determined before taking into
consideration the dividends paid deduction and net capital gains. We intend to continue to pay regular quarterly dividends to our stockholders. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, which would only
be paid out of available cash to the extent permitted under our secured credit facilities, we must first meet both our operating requirements and scheduled debt service on our warehouse lines and other debt payable.

Related Party Transactions

Management Agreement

On June 9, 2005, we entered into a management agreement with our Manager, which provides for an initial term through December 31, 2008 with
automatic one-year extension options for each anniversary date thereafter and is subject to certain termination rights. After the initial term, our independent directors will review our Managers performance annually and the management
agreement may be terminated subject to certain termination rights. Our executive officers own approximately 26.1% of the Manager. We pay our Manager an annual management fee monthly in arrears equal to 1/12 of the sum of (i) 2.0% of our gross
stockholders equity (as defined in the management agreement), or equity, of the first $400.0 million of our equity and (ii) 1.75% of our gross stockholders equity in an amount in excess of $400.0 million and up to $800.0 million and
(iii) 1.5% of our gross stockholders equity in excess of $800.0 million. Additionally, from July 26, 2006 to September 27, 2006, we considered the outstanding trust preferred securities as part of gross stockholders equity
in calculating the base management fee. Our Manager uses the proceeds from its management fee in part to pay compensation to its officers and employees who, notwithstanding that certain of them also are our officers, receive no cash
compensation directly from us. For the three and six months ended June 30, 2007 and 2006, we paid approximately $2.0 million, $4.1 million, $1.4 million, and $2.8 million, respectively, to our Manager for the base management fee under the
management agreement. As of June 30, 2007, $0.7 million of management fees were accrued and constituted the management fee payable on our balance sheet.

In addition to the base management fee, our Manager may receive quarterly incentive compensation. The purpose of the incentive compensation is to provide an additional incentive for our Manager to achieve targeted
levels of Funds From Operations (as defined in the management agreement) (after the base management fee and before incentive compensation) and to increase our stockholder value. Our Manager may receive quarterly incentive compensation in an
amount equal to the product of: (i) twenty-five percent (25%) of the dollar amount by which (A) our Funds From Operations (after the base management fee and before the incentive fee) per share of our common stock for such quarter
(based on the weighted average number of shares outstanding for such quarter) exceeds (B) an amount equal to (1) the weighted average of the price per share of our common stock in our June 2005 private offering and the prices per share of
our common stock in any subsequent offerings (including our IPO), multiplied by (2) the greater of (a) 2.25% or (b) 0.75% plus one-fourth of the Ten Year Treasury Rate (as defined in the management agreement) for such quarter,
multiplied by (ii) the weighted average number of shares of our common stock outstanding during the such quarter. We will record any incentive fees as a management fee expense in the period when earned and when payments of such amounts have
become probable and reasonably estimable in accordance with the management agreement. No amounts had been paid or were payable for incentive compensation under the management agreement as of June 30, 2007 and December 31, 2006.



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The management agreement also provides that we will reimburse our Manager for various expenses incurred
by our Manager or its affiliates for documented expenses of our Manager or its affiliates incurred on our behalf, including but not limited to costs associated with formation and capital raising activities and general and administrative expenses.
Without regard to the amount of compensation received under the management agreement, our Manager is responsible for the wages and salaries of its officers and employees. For the three and six months ended June 30, 2007 and 2006, we paid or had
payable $0.2 million, $0.4 million, $0.2 million and $0.4 million, respectively, to our Manager for expense reimbursements, of which $0.1 million were accrued and are included in other liabilities on our balance sheet as of June 30, 2007.

GEMSA Servicing

GEMSA Loan Services,
L.P., which we refer to as GEMSA, is utilized by us as a loan servicer. GEMSA is a joint venture between CBRE/Melody and GE Capital Real Estate. GEMSA is a rated master and primary servicer. Our fees for GEMSAs services are at market rates.

For the three and six months ended June 30, 2007 and 2006, we paid or had payable an aggregate of approximately $61,000, $114,000,
$14,000 and $21,000, respectively, to GEMSA in connection with its loan servicing of a part of our portfolio.

Affiliates

As of June 30, 2007, an affiliate of the Manager, CBRE Melody of Texas, LP and its principals, owned 1.1 million shares of our common stock
(which were purchased in our June 2005 private offering), 300,000 shares of restricted common stock, and had options to purchase an additional 500,000 shares of common stock.

Funds from Operations

Funds from Operations, or FFO, which is a non-GAAP financial measure, is a
widely recognized measure of REIT performance. We compute FFO in accordance with standards established by the National Association of Real Estate Investment Trusts, or NAREIT, which may not be comparable to FFO 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 White Paper on FFO approved by the Board of Governors of NAREIT in April 2002 defines FFO as net income (loss)
(computed in accordance with GAAP), excluding gains (or losses) from debt restructuring and sales of properties, plus real estate related depreciation and amortization and after adjustments for unconsolidated/uncombined partnerships and joint
ventures. We present FFO because we consider it an important supplemental measure of our operating performance and believe that it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs. We also
use FFO as one of several criteria to determine performance-based equity bonuses for members of our senior management team. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which
assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and
losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, interest costs,
providing perspective not immediately apparent from net income. We consider gains and losses on the sale of debt investments to be a normal part of our recurring operations and therefore do not exclude such gains or losses while arriving at FFO. FFO
does not represent cash generated from operating activities in accordance with GAAP and should not be considered as an alternative to net income (determined in accordance with GAAP), as a measure of our liquidity, nor is it indicative of funds
available to fund our cash needs, including our ability to make cash distributions.

FFO for the three and six months ended June 30,
2007 and 2006 are as follows (dollars in thousands):



|                                                                  |  |                                       |          |   |                                          |   |          |                                        |  |   |                                     |   |  |   |          |  
|----------------------------------------------------------------- |  | ------------------------------------- | -------- | - | ---------------------------------------- | - | -------- | -------------------------------------- |  | - | ----------------------------------- | - |  | - | -------- | -
|                                                                  |  | For theThree MonthsEndedJune 30, 2007 |          |   | For the Three Months Ended June 30, 2006 |   |          | For the Six Months Ended June 30, 2007 |  |   | For theSix MonthsEndedJune 30, 2006 |  
|Funds from operations:                                            |  |                                       |          |   |                                          |   |          |                                        |  |   |                                     |   |  |   |          |  
|Net income (loss)                                                 |  | $                                     | (4,558   | ) |                                          | $ | 2,251    |                                        |  | $ | (2,983                              | ) |  | $ | 7,916    |  
|Adjustments:                                                      |  |                                       |          |   |                                          |   |          |                                        |  |   |                                     |   |  |   |          |  
|Depreciation                                                      |  |                                       | 361      |   |                                          |   | 257      |                                        |  |   | 1,188                               |   |  |   | 380      |  
|Gain (losses) from debt restructuring                             |  |                                       |         |   |                                          |   |         |                                        |  |   |                                    |   |  |   |         |  
|Gain (losses) from sale of property                               |  |                                       |         |   |                                          |   |         |                                        |  |   |                                    |   |  |   |         |  
|Funds from discontinued operations                                |  |                                       |         |   |                                          |   |         |                                        |  |   |                                    |   |  |   |         |  
|Real estate depreciation and amortizationunconsolidated ventures |  |                                       | 2,357    |   |                                          |   | 639      |                                        |  |   | 5,525                               |   |  |   | 639      |  
|                                                                  |  |                                       |          |   |                                          |   |          |                                        |  |   |                                     |   |  |   |          |  
|Funds from operations                                             |  | $                                     | (1,840   | ) |                                          | $ | 3,147    |                                        |  | $ | 3,730                               |   |  | $ | 8,935    |  
|                                                                  |  |                                       |          |   |                                          |   |          |                                        |  |   |                                     |   |  |   |          |  
|Cash flows (used in) provided by operating activities             |  | $                                     | (6,484   | ) |                                          | $ | (552     | )                                      |  | $ | 17,377                              |   |  | $ | 3,054    |  
|Cash flows used in investment activities                          |  | $                                     | (487,839 | ) |                                          | $ | (100,886 | )                                      |  | $ | (695,790                            | ) |  | $ | (351,593 | )
|Cash flows provided by financing activities                       |  | $                                     | 468,914  |   |                                          | $ | 68,847   |                                        |  | $ | 681,724                             |   |  | $ | 339,985  |  



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Critical Accounting Policies

Our critical accounting policies are those that have the most impact on the reporting of our financial condition and results of operations and those requiring significant judgments and estimates. We believe that our
judgments and assessments are consistently applied and produce financial information that fairly presents our results of operations. Our most critical accounting policies concern our accounting and valuation of our investments, revenue recognition
and derivative valuation and are as follows.

Loans and Investments

Loans held for investment are intended to be held to maturity and, accordingly, are carried at amortized cost, including unamortized loan origination costs and fees, and net of repayments and sales of partial
interests in loans, unless such loan or investment is deemed to be impaired. At such time as we invest in joint venture and other interests that allow us to participate in a percentage of the underlying propertys cash flows from operations and
proceeds from a sale or refinancing, we must determine whether such investment should be accounted for as a loan, real estate investment or equity method joint venture in accordance with AICPA Practice Bulletin No. 1 on acquisition, development
and construction, or ADC, arrangements.

Specific valuation allowances are established for impaired loans based on the fair value of
collateral on an individual loan basis. The fair value of the collateral is determined by an evaluation of operating cash flow from the property during the projected holding period, and estimated sales value computed by applying an expected
capitalization rate to the stabilized net operating income of the specific property, less selling costs, discounted at market discount rates. If upon completion of the valuation, the fair value of the underlying collateral securing the impaired loan
is less than the net carrying value of the loan, an allowance is created with a corresponding charge to the provision for loan losses. The allowance for each loan is maintained at a level we believe is adequate to absorb probable losses. As of
June 30, 2007, no impairment has been identified and no valuation allowance has been established.

Our Manager evaluates our assets on
a regular basis to determine if they continue to satisfy our investment criteria. Subject to certain restrictions applicable to REITs and to maintain our exclusion from regulation as an investment company, we sell our investments opportunistically
and use the proceeds of any such sales for debt reduction, additional acquisitions or working capital purposes.

Variable Interest Entities

In December 2003, Financial Accounting Standards Board Interpretation, or FIN, No. 46R Consolidation of Variable
Interest Entities, or FIN 46R, was issued as a modification of FIN No. 46 Consolidation of Variable Interest Entities. FIN 46R, which became effective in the first quarter of 2004, clarified the methodology for
determining whether an entity is a VIE and the methodology for assessing who is the primary beneficiary of a VIE. VIEs are defined as entities in which equity investors do not have the characteristics of a controlling financial interest or do not
have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. If an entity is determined to be a VIE, it must be consolidated by the primary beneficiary. The primary
beneficiary is the enterprise that absorbs the majority of the entitys expected losses, receives a majority of the entitys expected residual returns, or both. Generally, expected losses and expected residual returns are the expected
negative and positive variability, respectively, in the fair value of the variable interest entities net assets.

When we make an
investment, we assess whether we have a variable interest in a VIE and, if so, whether we are the primary beneficiary of the VIE. These analyses require considerable judgment in determining the primary beneficiary of a VIE since they involve
subjective probability weighting of various cash flow scenarios. Incorrect assumptions or estimates of future cash flows may result in an inaccurate determination of the primary beneficiary. The result could be the consolidation of an entity
acquired or formed in the future that would otherwise not have been consolidated or the non-consolidation of such an entity that would otherwise have been consolidated.

FIN 46R has certain scope exceptions, one of which provides that an enterprise that holds a variable interest in a qualifying special-purpose entity, or QSPE, does not consolidate that entity unless that enterprise
has unilateral ability to cause the entity to liquidate. SFAS No. 140 Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, or SFAS 140, provides the requirements for an entity to be
considered a QSPE. To maintain the QSPE exception, the entity must continue to meet the QSPE criteria both initially and in subsequent periods. An entitys QSPE status can be impacted in future periods by activities by its transferor(s) or
other involved parties, including the manner in which certain servicing activities are performed. To the extent our CMBS investments were issued by an entity that meets the requirements to be considered a QSPE, we record the investments at purchase
price paid. To the extent the underlying entities are not QSPEs, we follow the guidance set forth in FIN 46R as the entities would be considered VIEs.

We have analyzed the governing pooling and servicing agreements for each of our CMBS investments and believe that the terms are industry standard and are consistent with the QSPE criteria. However, there is
uncertainty with respect to QSPE treatment due to ongoing review by accounting standard rulemakers, potential actions by various parties involved with the QSPE, as discussed above, as well as varying and evolving interpretations of the QSPE criteria
under SFAS 140. Additionally, accounting standard rulemakers continue to review the FIN 46R provisions related to the computations used to determine the primary beneficiary of a VIE.

We have identified one mezzanine loan as a variable interest in a VIE and have determined that we are not the primary beneficiary of this VIE and as such
this VIE should not be consolidated in our consolidated financial statements. Our maximum exposure to loss would not exceed the carrying amount of this investment of $42.8 million. Our maximum exposure to loss, including CMBS, as a result of our
investments in these VIEs was $329.6 million as of June 30, 2007.

We have determined that two of our joint venture investments are
VIEs in which we are deemed to be the primary beneficiary and under FIN 46R have consolidated these investments as real estate investments. The primary effect of the consolidation is the requirement that we reflect the gross real estate assets and
liabilities, and the property operating income and expense of these entities in our financial statements.



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Valuation and Impairment of Commercial Mortgage-Backed Securities

CMBS are classified as available-for-sale securities and are carried on our balance sheet at fair value. As a result, changes in fair value are recorded
as a balance sheet adjustment to accumulated other comprehensive income, which is a component of stockholders equity, rather than through our income statement. Estimated fair values are based on market prices from a third party that actively
participate in the CMBS market. We also use a discounted cash flow model that utilizes prepayment and loss assumptions based upon historical experience, economic factors and the characteristics of the underlying cash flow in order to substantiate
the fair value of the securities. The assumed discount rate is based upon the yield of comparable securities. We also may, under certain circumstances, adjust these valuations based on our knowledge of the securities and the underlying collateral.
These valuations are subject to significant variability based on market conditions, such as interest rates and credit spreads. Changes in market conditions, as well as changes in the assumptions or methodology used to determine fair value, could
result in a significant increase or decrease in the recorded amount of our investment. As fair value estimates may vary to some degree, we must make certain judgments and assumptions about the appropriate price used to calculate the fair values for
financial reporting purposes. Different judgments and assumptions could result in different valuations. If available-for-sale securities were classified as trading securities, there could be substantially greater volatility in earnings from
period-to-period as these investments would be marked to market and any reduction in the value of the securities versus the previous carrying value would be considered an expense on our income statement.

In accordance with Emerging Issues Task Force, or EITF, 99-20, we also assess whether unrealized losses on securities, if any, reflect a decline in value
which is other than temporary and, accordingly, write the impaired security down to its value through earnings. For example, a decline in value is deemed to be other than temporary if it is probable that we will be unable to collect all amounts due
according to the contractual terms of a security which was not impaired at acquisition. Temporary declines in value generally result from changes in market factors, such as market interest rates, or from certain macroeconomic events, including
market disruptions and supply changes, which do not directly impact our ability to collect amounts contractually due. Significant judgment is required in this analysis. To date, no such write-downs have been made.

Revenue Recognition

Interest income on loan
investments is recognized over the life of the investment using the effective interest method. Fees received in connection with loan commitments are deferred until the loan is funded and are then recognized over the term of the loan as an adjustment
to yield. Fees on commitments that expire unused are recognized at expiration.

Income recognition is generally suspended for debt
investments at the earlier of the date at which payments become 90 days past due or when, in our opinion, a full recovery of income and principal becomes doubtful. Income recognition is resumed when the loan becomes contractually current and
performance is demonstrated to be resumed. While income recognition is suspended, interest income is recognized only upon actual receipt.

Interest income on CMBS is recognized using the effective interest method as required by EITF 99-20. Under EITF 99-20 management estimates, at the time of purchase, the future expected cash flows and determines the effective interest rate
based on these estimated cash flows and our purchase prices. On a quarterly basis, these estimated cash flows are updated and a revised yield is calculated based on the current amortized cost of the investment. In estimating these cash flows, there
are a number of assumptions that are subject to uncertainties and contingencies. These include the rate and timing of principal payments (including prepayments, repurchases, defaults and liquidations), the pass through or coupon rate and interest
rate fluctuations. In addition, interest payment shortfalls due to delinquencies on the underlying mortgage loans, and the timing of and magnitude of credit losses on the mortgage loans underlying the securities have to be estimated. These
uncertainties and contingencies are difficult to predict and are subject to future events that may impact managements estimates and our interest income.

If the current period cash flow estimates are lower than the previous period, and fair value is less than the carrying value of CMBS, we will write down the CMBS to fair market value and record the impairment charge
in the current period earnings. After taking into account the effect of the impairment charge, income is recognized using the market yield for the security used in establishing the write-down.

Reserve for Possible Credit Losses and Impairment of Loans

The expense for possible credit losses in connection with debt investments represents the increase in the allowance for possible credit losses to the level that management estimates to be adequate considering delinquencies, loss experience
and collateral quality. Other factors considered relate to geographic trends and project diversification, the size of the portfolio and current economic conditions.

We must periodically evaluate each of these loans for possible impairment. Loans and other investments are considered impaired, for financial reporting purposes, when it
is deemed probable that we will be unable to collect all amounts due according to the contractual terms of the original agreement, or, for loans acquired at a discount for credit quality when it is deemed probable that we will be unable to collect
as anticipated. Significant judgment is required both in determining impairment and in estimating the resulting loss allowance. Changes in market conditions, as well as changes in the assumption or methodology used to determine fair value, could
result in a significant change in the recorded amount in our investment. As of June 30, 2007, all other loans are current with respect to scheduled payments of principle and interest.

We periodically evaluate each of our loans and other investments for possible impairment. Loans and other investments are considered to be impaired, for
financial reporting purposes, when it is deemed probable that we will be unable to collect all amounts due according to the contractual terms of the original agreements, or for loans purchased at a discount for credit quality, when we determine that
it is probable that we will be unable to collect as anticipated. Significant judgment is required both in determining impairment and in estimating the resulting loss allowance. If it is determined that an investment is impaired, we record the
investment at its fair value if such value is less than the carrying value. Changes in market conditions, as well as changes in the assumptions or methodology used to determine fair value, could result in a significant change in the recorded amount
in our investment.

Specific valuation allowances are established for impaired loans based on the fair value of collateral on an individual
loan basis. The fair value of collateral is determined by an evaluation of operating cash flow from the property during the projected holding period, and estimated sales value computed by applying an expected capitalization rate to the stabilized
net operating income of the specific property, less selling costs, discounted at market discount rates. If upon completion of the valuation, the fair value of the underlying collateral securing the impaired loan or other investment is less than the
net carrying value of the loan or other investment, an allowance is created with a corresponding charge to the provision for loan losses. The allowance for each loan or other investment is maintained at a level we believe is adequate to absorb
probable losses. Actual losses may differ from our estimates.



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Assets Held for Development

Assets held for development consists of the cost of unsold condominium units for the Rodgers Forge and Monterey properties. In addition to direct building, land and renovation costs, assets held for development also
includes interest costs, real estate taxes and direct overhead related to the projects. Costs are capitalized as assets held for development beginning with the commencement of the project and ending with the completion of units within the project.
Assets held for development is reduced by any rental or other incidental income recognized during the development period. Assets held for development is stated at the lower of cost or fair value.

Impairment of Long-Lived Assets

We evaluate
potential impairments of long-lived assets, including assets held for development and real estate, in accordance with FASB Statement of Financial Accounting Standards 144, Accounting for the Impairment or Disposal of Long-Lived Assets,
or SFAS 144. SFAS 144 establishes procedures for the review of recoverability and measurement of impairment, if necessary, of long-lived assets held and used by an entity. SFAS 144 requires that assets be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. We would be required to recognize an impairment loss if the carrying amount of long-lived assets is not recoverable based on their undiscounted
cash flows. The measurement of impairment loss is then based on the difference between the carrying amount and the fair value of the asset. If actual results are not consistent with our assumptions and judgments used in estimating future cash flows
and asset fair values, we may be exposed to impairment losses that could be material to the results of operations.

Derivative Instruments

We recognize all derivatives on the balance sheet at fair value. Derivatives that do not qualify, or are not designated as hedge
relationships, must be adjusted to fair value through income. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, arc considered cash
flow hedges. Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either an asset or liability. To the extent hedges are effective, a corresponding amount, adjusted for swap payments, is
recorded in accumulated other comprehensive income within stockholders equity. Amounts are then reclassified from accumulated other comprehensive income to the income statement in the period or periods the hedged forecasted transaction affects
earnings. Ineffectiveness, if any, is recorded in the income statement. We periodically review the effectiveness of each hedging transaction, which involves estimating future cash flows, at least quarterly as required by SFAS Statement No. 133,
or SFAS 133, Accounting for Derivative Instruments and Hedging Activities, as amended by FASB Statement No. 138 Accounting for Certain Derivative Instruments and Hedging Activities of an Amendment of FASB 133
and FASB Statement No. 149 Amendment of Statement 133 on Derivative Instrument and Hedging Activities. Derivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset,
liability, or firm commitment attributable to a particular risk, such as interest rate risk, will be considered fair value hedges under SFAS 133. We currently have no fair value hedges outstanding. Fair values of derivatives are subject to
significant variability based on changes in interest rates. The results of such variability could be a significant increase or decrease in our derivative assets, derivative liabilities, book equity, and/or earnings.

Stock-Based Payment

We have issued restricted shares
of common stock and options to purchase common stock, or equity awards, to our directors, our Manager, employees of our manager and other related persons. We account for stock-based compensation related to these equity awards using the fair value
based methodology under FASB Statement No. 123(R), or SFAS 123(R), Share Based Payment and EITF 96-18 Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling
Goods or Services. Compensation cost for restricted stock and stock options issued is initially measured at fair value at the grant date, remeasured at subsequent dates to the extent the awards are unvested and amortized into expense over the
vesting period on a straight-line basis.

New Accounting Pronouncements

In June 2007, the AICPA issued Statement of Position 07-1, (SOP 07-1), Clarification of the Scope of the Audit and Accounting Guide
Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies. SOP 07-1 expands the scope of the AICPA Audit and Accounting Guide, Investment Companies (the
Guide) beyond entities regulated by the Investment Company Act of 1940, such that legal entities whose business purpose and activity are investing in multiple substantive investments for current income, capital appreciation, or both,
with investment plans that include exit strategies may be required to apply the Guide. SOP 07-1 is effective for us on January 1, 2008. We are currently evaluating the effect, if any, that this pronouncement will have on its future
presentation.



33



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Quantitative and Qualitative Disclosures About Market Risk

Market Risk

Market risk is the exposure to loss
resulting from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and real estate values. The primary market risks that we are exposed to are real estate risk, interest rate risk and prepayment risk.

Real Estate Risk

Commercial mortgage
assets, commercial property values and net operating income derived from such properties are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions
(which may be adversely affected by industry slowdowns and other factors), local real estate conditions (such as an oversupply of housing, retail, industrial, office or other commercial space); changes or continued weakness in specific industry
segments; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; and increases in operating expenses (such as energy costs). In the event net operating income from such properties decreases, a
borrower may have difficulty repaying our loans, which could result in losses to us. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay our loans, which could also
cause us to suffer losses. Even when the net operating income is sufficient to cover the related propertys debt service, there can be no assurance that this will continue to be the case in the future.

Interest Rate Risk

Interest rate risk is highly
sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. A hypothetical 100 basis point increase in interest rates along the
entire interest rate curve for the six months ended June 30, 2007 and 2006 would have increased our net interest expense by approximately $2.0 million and $1.0 million, respectively, and increased our investment income by approximately
$2.4 million and $1.2 million, respectively. A hypothetical 100 basis point increase in interest rates along the entire interest rate curve for the three months ended June 30, 2007 and 2006 would have increased our net interest expense by
approximately $1.0 million and $0.7 million, respectively, and increased our investment income by approximately $1.4 million and $0.7 million, respectively.

Our operating results will depend in large part on differences between the income from our loans and our borrowing costs. We generally match the interest rates on our loans with like-kind debt, so that fixed rate
loans are financed with fixed rate debt and floating rate loans are financed with floating rate debt, directly or through the use of interest rate swaps or other financial instruments. The objective of this strategy is to minimize the impact of
interest rate changes on our net interest income. Currently most of our borrowings, with the exception of the two most junior classes of our CDO bonds (aggregating $44.25 million) and one of our consolidated joint venture mortgages payable of $27.0
million are variable-rate instruments, based on 30-day LIBOR.

In the event of a significant rising interest rate environment and/or
economic downturn, defaults could increase and result in either credit losses to us or cause us to support the delinquent loans and then potentially foreclose and operate the underlying collateral, which could adversely affect our liquidity and
operating results. Further, such delinquencies or defaults could have an adverse effect on the spreads between interest-earning assets and interest-bearing liabilities.

We invest in CMBS, which are designated as available-for-sale on our balance sheet. The majority of our CMBS investments is fixed rate securities and is partially financed with floating rate debt. In order to minimize
the exposure to interest rate risk we utilize interest rate swaps to convert the floating rate debt to fixed rate debt, which matches the fixed interest rate of the CMBS.

As of June 30, 2007, we have 29 interest rate swap agreements and three basis swap agreements outstanding with an aggregate current notional value of $1,051.3 million and $235.1 million, respectively, to
hedge our exposure on forecasted outstanding LIBOR-based debt. The market value of these interest rate swaps and basis swaps is dependent upon existing market interest rates and swap spreads, which change over time. If there were a 100 basis point
decrease in forward interest rates, the fair value of these interest rate swaps and basis swaps would have decreased by approximately $33.4 million at June 30, 2007. If there were a 100 basis point increase in forward interest rates, the fair
value of these interest rate swaps and basis swaps would have increased by approximately $59.6 million at June 30, 2007.

One of our
consolidated joint ventures entered into an interest rate cap with a notional amount of $25.0 million with a strike price of 4.16% and a maturity date of December 15, 2007.



34



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Our hedging transactions using derivative instruments also involve certain additional risks such as
counterparty credit risk, the enforceability of hedging contracts and the risk that unanticipated and significant changes in interest rates will cause a significant loss of basis in the contract. The counterparty to our derivative arrangements are
Credit Suisse International, Deutsche Bank AG, and Wachovia, with a senior unsecured debt credit rating of Aa3 by Moodys with which we and our affiliates may also have other financial relationships. As a result, we do not anticipate that the
counterparty will fail to meet their obligations. There can be no assurance that we will be able to adequately protect against the foregoing risks and will ultimately realize an economic benefit that exceeds the related amounts incurred in
connection with engaging in such hedging strategies.

We utilize interest rate swaps to limit interest rate risk. Derivatives are used for
hedging purposes rather than speculation. We do not enter into financial instruments for trading purposes. The following table sets forth our derivative instruments as of June 30, 2007:



|               |  |                |           |          |        |   |            |            |              |            |                               |   |        |  
|-------------- |  | -------------- | --------- | -------- | ------ | - | ---------- | ---------- | ------------ | ---------- | ----------------------------- | - | ------ | -
|Type of Hedge  |  | NotionalAmount |           | SwapRate |        |   | Trade Date |            | MaturityDate |            | EstimatedValue atJune 30,2007 |  
|Pay-Fixed Swap |  | $              | 9,100     |          | 5.1320 | % |            | 2/15/2006  |              | 2/17/2012  |                               | $ | 126    |  
|Pay-Fixed Swap |  |                | 181,127   |          | 5.0550 | % |            | 3/16/2006  |              | 10/25/2011 |                               |   | 1,410  |  
|Pay-Fixed Swap |  |                | 16,100    |          | 5.0850 | % |            | 3/16/2006  |              | 3/1/2011   |                               |   | 170    |  
|Pay-Fixed Swap |  |                | 26,951    |          | 5.1930 | % |            | 3/28/2006  |              | 4/13/2016  |                               |   | 521    |  
|Pay-Fixed Swap |  |                | 44,736    |          | 5.6630 | % |            | 5/12/2006  |              | 2/25/2018  |                               |   | (360   | )
|Pay-Fixed Swap |  |                | 4,250     |          | 5.5240 | % |            | 7/7/2006   |              | 7/11/2011  |                               |   | (38    | )
|Pay-Fixed Swap |  |                | 74,500    |          | 5.2720 | % |            | 8/2/2006   |              | 9/1/2011   |                               |   | 47     |  
|Pay-Fixed Swap |  |                | 1,172     |          | 5.1910 | % |            | 8/17/2006  |              | 9/1/2011   |                               |   | 5      |  
|Pay-Fixed Swap |  |                | 36,075    |          | 5.1710 | % |            | 9/19/2006  |              | 9/25/2011  |                               |   | 274    |  
|Pay-Fixed Swap |  |                | 1,856     |          | 5.1150 | % |            | 10/19/2006 |              | 11/1/2011  |                               |   | 13     |  
|Pay-Fixed Swap |  |                | 28,151    |          | 4.9470 | % |            | 12/15/2006 |              | 10/25/2011 |                               |   | 463    |  
|Pay-Fixed Swap |  |                | 5,950     |          | 5.1930 | % |            | 1/30/2007  |              | 2/1/2012   |                               |   | 28     |  
|Pay-Fixed Swap |  |                | 2,125     |          | 5.0360 | % |            | 2/7/2007   |              | 2/7/2012   |                               |   | 24     |  
|Pay-Fixed Swap |  |                | 11,070    |          | 5.0000 | % |            | 2/16/2007  |              | 3/1/2012   |                               |   | 144    |  
|Pay-Fixed Swap |  |                | 336,279   |          | 4.9090 | % |            | 3/2/2007   |              | 4/7/2021   |                               |   | 9,389  |  
|Pay-Fixed Swap |  |                | 28,290    |          | 4.8420 | % |            | 3/2/2007   |              | 10/7/2011  |                               |   | 496    |  
|Pay-Fixed Swap |  |                | 25,000    |          | 4.8420 | % |            | 3/2/2007   |              | 10/7/2011  |                               |   | 428    |  
|Pay-Fixed Swap |  |                | 13,500    |          | 4.8420 | % |            | 3/2/2007   |              | 4/9/2012   |                               |   | 274    |  
|Pay-Fixed Swap |  |                | 25,000    |          | 4.8420 | % |            | 3/2/2007   |              | 1/9/2012   |                               |   | 478    |  
|Pay-Fixed Swap |  |                | 23,610    |          | 4.8420 | % |            | 3/2/2007   |              | 4/9/2012   |                               |   | 484    |  
|Pay-Fixed Swap |  |                | 16,200    |          | 4.8420 | % |            | 3/2/2007   |              | 7/7/2015   |                               |   | 634    |  
|Pay-Fixed Swap |  |                | 2,835     |          | 4.8420 | % |            | 3/2/2007   |              | 10/7/2011  |                               |   | 50     |  
|Pay-Fixed Swap |  |                | 12,000    |          | 4.8420 | % |            | 3/2/2007   |              | 1/9/2012   |                               |   | 216    |  
|Pay-Fixed Swap |  |                | 32,300    |          | 4.8420 | % |            | 6/20/2007  |              | 6/18/2012  |                               |   | (133   | )
|Pay-Fixed Swap |  |                | 8,500     |          | 4.8420 | % |            | 6/22/2007  |              | 6/16/2017  |                               |   | (103   | )
|Pay-Fixed Swap |  |                | 23,800    |          | 4.8420 | % |            | 6/25/2007  |              | 6/18/2012  |                               |   | (71    | )
|Pay-Fixed Swap |  |                | 17,850    |          | 4.8420 | % |            | 6/28/2007  |              | 10/01/2017 |                               |   | (133   | )
|Pay-Fixed Swap |  |                | 14,300    |          | 4.8420 | % |            | 6/20/2007  |              | 5/25/2008  |                               |   | (22    | )
|Pay-Fixed Swap |  |                | 28,700    |          | 4.8420 | % |            | 6/28/2007  |              | 10/07/2017 |                               |   | (205   | )
|Basis Swap     |  |                | 97,603    |          | 5.3375 | % |            | 3/2/2007   |              | 1/7/2010   |                               |   | (16    | )
|Basis Swap     |  |                | 21,000    |          | 5.3325 | % |            | 3/2/2007   |              | 9/15/2011  |                               |   | (2     | )
|Basis Swap     |  |                | 116,450   |          | 5.3350 | % |            | 3/2/2007   |              | 4/7/2010   |                               |   | (12    | )
|LIBOR Cap      |  |                | 25,000    |          | 4.1575 | % |            | 12/15/2005 |              | 12/15/2007 |                               |   | 142    |  
|               |  |                |           |          |        |   |            |            |              |            |                               |   |        |  
|Total          |  | $              | 1,311,380 |          |        |   |            |            |              |            |                               | $ | 14,721 |  



35



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Prepayment Risk

As we receive repayments of principal on loans and other lending investments or CMBS, premiums paid on such investments are amortized against interest income using the effective yield method through the expected
maturity dates of the investments. In general, an increase in prepayment rates will accelerate the amortization of purchase premiums, thereby reducing the interest income earned on the investments. Conversely discounts received on such investments
are accreted into interest income using the effective yield method through the expected maturity dates of the investments. In general, an increase in prepayment rates will accelerate the accretion of purchase discounts, thereby increasing the
interest income earned on the investments.

Geographic Concentration Risk

As of June 30, 2007, approximately 31%, 15%, 43% and 7% of the outstanding balance of our loan investments had underlying properties in the East, the
South, the West, and the Midwest, respectively, as defined by the National Council of Real Estate Investment Fiduciaries, or NCREIF, while the remaining 4.0% of the outstanding loan investments had underlying properties that are located throughout
the United States.

Inflation

Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance more so than does inflation. Changes in interest rates do not necessarily correlate
with inflation rates or changes in inflation rates. Further, our financial statements are prepared in accordance with GAAP and our distributions are determined by our board of directors based primarily by our net income as calculated for tax
purposes, in each case, our activities and balance sheet are measured with reference to historical cost and or fair market value without considering inflation.

Forward-Looking Information

This report includes certain statements that may be deemed to be forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements relate
to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. We intend such forward-looking statements to be covered by the safe harbor
provisions for froward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. In some cases, you can identify forward looking statements by terms such as anticipate,
believe, could, estimate, expect, intend, may, plan, potential, project, should, will and would or the
negative of these terms or other comparable terminology.

The forward-looking statements are based on our beliefs, assumptions and
expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or are
within our control. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks along with the
following factors that could cause actual results to vary from our forward-looking statements:



| |  |  | our future operating results;
| | - |  | -----------------------------



| |  |  | our business operations and prospects;
| | - |  | --------------------------------------



| |  |  | general volatility of the securities markets in which we invest and the market price of our common stock;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | changes in our business strategy;
| | - |  | ---------------------------------



| |  |  | availability, terms and deployment of capital;
| | - |  | ----------------------------------------------



| |  |  | margin calls;
| | - |  | -------------



| |  |  | availability of qualified personnel;
| | - |  | ------------------------------------



| |  |  | changes in our industry, interest rates, the debt securities markets, the general economy or the commercial finance and real estate markets specifically;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | unanticipated increases in financing and other costs, including a rise in interest rates, or requirements for additional collateral;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the performance and financial condition of borrowers and corporate customers;
| | - |  | -----------------------------------------------------------------------------



| |  |  | increased rates of default and/or decreased recovery rates on our investments;
| | - |  | ------------------------------------------------------------------------------



| |  |  | increased prepayments of the mortgage and other loans underlying our mortgage-backed or other asset-backed securities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------



| |  |  | changes in governmental regulations, tax rates and similar matters;
| | - |  | -------------------------------------------------------------------



| |  |  | legislative and regulatory changes (including changes to laws governing the taxation of REITs);
| | - |  | -----------------------------------------------------------------------------------------------



| |  |  | availability of investment opportunities in real estate-related and other securities;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | the degree and nature of our competition;
| | - |  | -----------------------------------------



36



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| |  |  | the adequacy of our cash reserves and working capital; and
| | - |  | ----------------------------------------------------------



| |  |  | the timing of cash flows, if any, from our investments.
| | - |  | -------------------------------------------------------

We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of future events, new information or otherwise.

The risks included here are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and
financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can it assess the impact of all
such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors
should not place undue reliance on forward-looking statements as a prediction of actual results.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

For a discussion
of quantitative and qualitative disclosures about market risk, see the Quantitative and Qualitative Disclosures About Market Risk section of Managements Discussion and Analysis of Financial Condition and Results of Operations
above.

Item 4T.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of disclosure controls and procedures in Rule 13a-15(e). Notwithstanding the foregoing, no matter how
well a control system is designed and operated, it can provide only reasonable, not absolute, assurance that it will detect or uncover failures within our company to disclose material information otherwise required to be set forth in our periodic
reports. Also, we may have investments in certain unconsolidated entities. Because we do not control these entities, our disclosure controls and procedures with respect to such entities are necessarily substantially more limited than those we
maintain with respect to our consolidated subsidiaries.

As of the end of the period covered by this report, we carried out an evaluation,
under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

We are not currently required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 because we are not an accelerated filer, as
defined by Rule 12b-2 under the Exchange Act. We are in the process of continuously improving our internal controls over our financial reporting process and procedures of our financial reporting so that our management can report on these processes
and procedures when required to do so.

Changes in Internal Controls

There have been no significant changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act) that occurred during the period covered by this
quarterly report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1:    Legal Proceedings

None.

Item 1A:    Risk Factors

There have been no material changes to the risk factors
previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2006 filed on March 26, 2007 with the Securities and Exchange Commission, or the Commission.



37



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|Item 2: | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------

Unregistered Sales of Securities

None.

Use of Proceeds from Sale of Registered Securities

None.



|Item 3: | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|Item 4: | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

On June 6, 2007, we held our annual meeting of stockholders (the Meeting) in New York, New York for the purpose of: (i) electing directors to serve on the Board until our next annual meeting of stockholders and until
their successors are duly elected and qualified; and (ii) ratifying the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2007. The total number of shares
of common stock entitled to vote at the Meeting was 31,139,287, of which 28,402,099 shares, or 91%, were present in person or by proxy.

The following sets forth the results of the election of directors:



|                      |  |            |  |         
|--------------------- |  | ---------- |  | --------
|Name of Nominees      |  | For        |  | Withheld
|Ray Wirta             |  | 28,161,452 |  | 240,647 
|Michael Melody        |  | 27,934,033 |  | 468,066 
|Douglas C. Eby        |  | 28,172,094 |  | 230,005 
|Vincent J. Costantini |  | 28,171,044 |  | 231,055 
|Ricardo Koenigsberger |  | 28,170,994 |  | 231,105 
|David P. Marks        |  | 28,181,394 |  | 220,705 

There was no solicitation in opposition to the foregoing nominees by stockholders.

The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2007 was approved by our stockholders with 28,311,524 votes For, 84,625 votes Against and 5,950 votes Abstained, none of which such Abstentions were actually broker non-votes that were treated as
Abstentions (as discussed in our Proxy Statement).

Further information regarding the proposals is contained in our Proxy Statement, dated
May 4, 2007.



|Item 5. | Other Information
|------- | -----------------

None.



|Item 6: | Exhibits
|------- | --------



|     |  |                                                                                                                                                                                                                                                                                                                                                     
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|3.1  |  | Articles of Amendment and Restatement of CBRE Realty Finance, Inc., incorporated by reference to the Companys Registration Statement on Form S-11 (File No. 333-132186), as
amended.                                                                                                                                                               
|     | 
|3.2  |  | Amended and Restated Bylaws of CBRE Realty Finance, Inc., incorporated by reference to the Companys Registration Statement on Form S-11 (File No. 333-132186), as
amended.                                                                                                                                                                         
|     | 
|10.1 |  | Collateral Management Agreement, between CBRE Realty Finance CDO 2007-1, Ltd. and CBRE Realty Finance Management, LLC, dated as of April 2, 2007, incorporated by reference to Exhibit 10.1
of the Companys Current Report on Form 8-K filed with the Commission on April 6, 2007.                                                                 
|     | 
|10.2 |  | Indenture, among CBRE Realty Finance CDO 2007-1, Ltd., CBRE Realty Finance CDO 2007-1, LLC, LaSalle Bank National Association and CBRE Realty Finance, dated as of April 2, 2007,
incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K filed with the Commission on April 6, 2007.                                 
|     | 
|10.3 |  | Seller Transfer Agreement, among CBRE Realty Finance Holdings III, LLC, CBRE Realty Finance Holdings IV, LLC and CBRE Realty Finance CDO 2007-1, Ltd. dated as of April 2, 2007, incorporated
by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K filed with the Commission on April 6, 2007.                                  
|     | 
|10.4 |  | Amendment No. 4 to Master Repurchase Agreement, among CBRE Realty Finance Holdings IV, LLC, CBRE Realty Finance TRS Warehouse Funding III, LLC and Wachovia Bank, National Association ,
dated as of June 29, 2007, incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed with the Commission on July 6, 2007.



38



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|     |  |                                                                                                                                                                                                                                                                             
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|10.5 |  | Amendment No. 2 to Guarantee Agreement, between CBRE Realty Finance, Inc. and CBRE Realty Finance Holdings, LLC, dated as of June 29, 2007, incorporated by reference to Exhibit 10.2 of
the Companys Current Report on Form 8-K filed with the Commission on July 6, 2007.
|     | 
|31.1 |  | Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.                                                                                                                                                     
|     | 
|31.2 |  | Certification of by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.                                                                                                                                                  
|     | 
|32.1 |  | Certification by the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.                                                                                                      
|     | 
|32.2 |  | Certification by the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed
herewith.                                                                                                      



39



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



CBRE Realty Finance, Inc. 
/s/ RAY WIRTARay WirtaInterim President and Chief Executive Officer


Date: August 14, 2007



/s/ MICHAEL ANGERTHALMichael AngerthalChief Financial Officer


Date: August 14, 2007



40