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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-158478

GLOBAL INCOME TRUST, INC.

SUPPLEMENT NO. 2 DATED JANUARY 22, 2013

TO THE PROSPECTUS DATED APRIL 27, 2012

This Supplement No. 2 (the “Supplement”) should be read in conjunction with the prospectus of Global Income Trust, Inc. dated April 27, 2012 and the additional information incorporated by reference herein and described under the heading “Incorporation of Certain Information By Reference” in this Supplement. This Supplement replaces all prior stickers and supplements to the prospectus. Unless otherwise defined herein, capitalized terms used herein have the same meanings as in the prospectus. The terms “we,” “our,” “us” and “Global Income Trust” means Global Income Trust, Inc. and its subsidiaries.

The purpose of this Supplement is to update certain information contained in the prospectus.

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STATUS OF OUR OFFERING

This section contains certain information that supplements and updates the information under, and should be read together with, our discussions under the sections “PROSPECTUS SUMMARY” beginning on page 1 and “PLAN OF DISTRIBUTION” beginning on page 171 of the prospectus.

We commenced an initial public offering of shares of our common stock on April 23, 2010. As of January 7, 2013 pursuant to our offering, we had accepted investors’ subscriptions for and issued approximately 6.5 million shares of our common stock resulting in aggregate subscription proceeds of approximately $64.7 million, including approximately $1.5 million for approximately 155,000 shares issued pursuant to our Distribution Reinvestment Plan. As of January 7, 2013, approximately 139.9 million shares of our common stock remain available for sale in our primary offering, and approximately 3.6 million shares of our common stock remain available for issuance under our Distribution Reinvestment Plan. We reserve the right to reallocate the shares we are offering between the primary offering and the Distribution Reinvestment Plan.

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OUR INVESTMENTS

This section contains certain information that supplements and updates the information under, and should be read together with, the section “OUR INVESTMENTS” beginning on page 90 of the prospectus.

Real Estate Portfolio

We make real estate investments directly through entities wholly owned by our Operating Partnership, or indirectly through other entities. Our existing real estate portfolio consisted of the following acquired properties as of the date of this Supplement:

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Lease Expirations of the Real Property Portfolio

The following table lists, on an aggregate basis, all of the scheduled lease expirations for each of the years ending December 31, 2012 through December 31, 2022 for our properties owned as of the date of this Supplement. The table shows the approximate annualized base rent and percentage of annualized rent represented by the leases at their expiration dates.

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Geographic Diversification of the Real Property Portfolio

The following table provides a summary of the geographic diversification of our portfolio based on the purchase price, excluding Investment Services Fees and other acquisition expenses, of each of the properties which we owned as of December 21, 2012.

Industry Diversification

The following table provides a summary of the industry diversification of our tenants based on annual base rent as of December 21, 2012.

Debt Obligations

As of September 30, 2012, we had borrowed approximately $45.8 million in connection with the acquisition of our properties, representing an aggregate debt leverage ratio of 53% of the aggregate book value of our assets.

We had the following indebtedness as of September 30, 2012.

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We incurred the following indebtedness from October 1, 2012 through the date of this Supplement:

Generally, the loan agreements for our loans contain customary affirmative, negative and financial covenants, representations, warranties and borrowing conditions, as set forth in the loan agreements. The loan agreements also contain customary events of default and remedies for the lenders. In the case of mezzanine loans, a default under the senior loan normally triggers a default under the mezzanine loan. The borrowers are normally direct or indirect subsidiaries of our Operating Partnership. Our mortgage loans are generally non-recourse to the borrowers, subject in some cases to certain negotiated carve-outs.

Our Revolving Credit Facility

The following is an addition to the section entitled “OUR INVESTMENTS – Our Revolving Credit Facility” on page 93 of the prospectus.

In June 2012, we modified our existing revolving Credit Facility to reduce the borrowing capacity from $35 million to $25 million. In connection with the modification, certain financial covenants, including the fixed charge coverage ratio, leverage ratio, and the minimum liquidity requirements, were modified. The modification did not change the remaining terms of the original Credit Facility. We wrote off approximately $0.05 million in unamortized loan costs as a result of the modification.

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For the quarter ended September 30, 2012, we did not meet the minimum net equity raise requirement under the Credit Facility. On October 3, 2012, the lender waived this requirement for the quarter ended September 30, 2012. In connection with the waiver and in an effort to reduce our fees on the unused portion of the Credit Facility, we agreed to modify the Credit Facility down to $2.8 million. The September modification restricts, subject to certain exceptions, intercompany payments during an event of default, but otherwise does not change the other terms of the Credit Facility, as previously amended. For the quarter ended December 31, 2012, we raised $6.5 million under this offering falling $0.5 million below the minimum net equity raise requirement under the Credit Facility. The shortfall was not significant to our operations or ability to secure financing, and on December 31, 2012, the lender agreed to waive the requirement. The balance of the Credit Facility was $0.8 million at that time, has been subsequently paid down by $0.6 million, and is expected to be paid in full by January 31, 2013. We had previously decided not to renew the Credit Facility upon its expiration on March 24, 2013.

Our Investments

Industrial Distribution Facility in Jacksonville, Florida

On October 12, 2012, through GIT Imeson Park, FL, LLC, a wholly owned subsidiary of our Operating Partnership (the “Subsidiary Buyer”), we acquired a fee simple interest from Imeson West I, LLC, an unaffiliated seller (the “Seller”), in a single-tenant Class A bulk industrial building constructed in 2008, totaling 817,680 square feet, plus 166 parking spaces, situated on a 53-acre site within Imeson International Industrial Park, a 1,500 acre master planned industrial park in Jacksonville, Florida (the “Jacksonville Property”).

The total purchase price for the Jacksonville Property was $42.5 million, exclusive of closing costs. We funded approximately $26.7 million of the purchase price through the Subsidiary Buyer’s assumption of the existing first mortgage on the property held by Thrivent Financial for Lutherans (“Thrivent”). The balance of the purchase price and closing costs was funded from net proceeds of our current public offering.

The Jacksonville Property is 100% leased to Samsonite, LLC, formerly known as Samsonite Corporation, a subsidiary of Samsonite International, S.A., the world’s largest travel luggage company (individually, or collectively, “Samsonite”), and currently serves as Samsonite’s primary North American distribution center. Under the terms of a non-cancelable, triple-net lease, the current annual base rent on the Jacksonville Property is approximately $3.5 million, payable monthly, in the approximate amount of $292,000. During the balance of the initial term of the lease, there remain two fixed rental increases of 12.6% to approximately $328,000 per month commencing on March 1, 2014, and 6.7% to approximately $350,000 per month commencing on March 1, 2017. The lease on the Jacksonville Property has over five years remaining on its 10-year initial term, which expires in February 2018. The lease is subject to two optional renewal periods of five years each, with rental payments for such terms equal to the greater of (i) market rent, or (ii) approximately $350,000 per month for the first extension term, and approximately $390,000 per month for the second extension term. Samsonite is directly responsible for the payment of all real estate taxes, insurance and utilities on the Jacksonville Property. Samsonite is also responsible for reimbursing us for common area maintenance expenses and property management fees.

We believe the Jacksonville Property is suitable for its intended use and is adequately covered by insurance. Management of our advisor currently has no plans for significant renovations or other capital improvements at this property. The Jacksonville Property is managed by our property manager.

Real estate taxes assessed for the year ended December 31, 2011 (the most recent tax year for which information is generally available) were $421,152, calculated by multiplying the property assessed value by the applicable tax millage rates ranging from .00345 to 1.00353 per $100 of assessed value by the applicable taxing authorities.

For U.S. federal tax purposes, the depreciable basis in the Jacksonville Property is expected to be approximately $38.1 million. Generally, we calculate depreciation expense for U.S. federal income tax purposes by using the straight line method. We depreciate buildings and land improvements based on estimated useful lives of 40 years and 20 years, respectively.

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Investment Considerations.    In determining to acquire the Jacksonville Property, we considered various factors. Among the factors considered were the property’s location, the quality of the property, the tenant and the in-place lease, and the Jacksonville Property’s size, strategic location, intermodal infrastructure, diverse economic base, modest construction costs, favorable business environment, and the market for industrial properties. Located in the northeast corner of Florida, Jacksonville, with a Metropolitan Statistical Area (“MSA”) comprised of five counties having an estimated population of 1.3 million, is a gateway to Florida and the rest of the Southeastern United States, providing access to growing domestic markets, as there are approximately 45 million people within an eight hour drive of Jacksonville and approximately 60% of the U.S. population (approximately 179 million people) within a 24-hour drive. In addition, several industry clusters have emerged in Jacksonville, including supply chain logistics, finance and insurance, aviation and aerospace, information technology, life sciences, advanced manufacturing and corporate headquarters (national, regional and divisional). For companies such as Samsonite that depend on supply chain logistics and intermodal capacity, Jacksonville is an attractive destination. The Jacksonville Property is centrally located within a short distance of Interstate 95, Interstate 295, three railways (CSX, Norfolk Southern and Florida East Coast), Jacksonville International Airport, and three regional airports, and has direct access to Jacksonville Port Authority (JAXPORT), a large deep water port with three marine terminals.

The Jacksonville Property is subject to competition for properties and/or tenants in the market area in which the property is located, and the economic performance of the property could be affected by changes in local economic conditions.

In connection with our investment in the Jacksonville Property, we incurred an Investment Services Fee of approximately $786,300 payable to our advisor, which is equal to 1.85% of the purchase price.

Retail Centers in Western Germany

On August 3, 2012, we entered into a purchase and sale agreement (the “PSA”) to acquire a portfolio of four neighborhood retail centers totaling approximately 120,000 square feet, located in the western region of Germany, in the metropolitan areas of Worms, Gütersloh, Hannover and Bremerhaven (each, a “Retail Center” and collectively, the “Retail Centers”). Through our subsidiary, GIT Worms, S.à r.l., a Luxembourg private limited liability company (the “Subsidiary Owner”), we closed on the acquisition of a fee simple interest in all four Retail Centers.

The following table sets forth the acquisition dates, purchase prices, and the identities of the sellers of the Retail Centers.

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Worms, Germany is an industrial city located in the Rhine Neckar area of Germany on the Rhine River, approximately 50 miles south of Frankfurt. The Worms Retail Center is located in the city’s main retail area for large scale retail warehouses. Constructed in 2007, the Worms Retail Center consists of two multi-tenant buildings having a total net rentable area of 41,944 square feet, which is currently fully occupied and leased to six tenants, and 148 parking spaces. This Retail Center is anchored by a strong food retailer, LIDL, a German global discount supermarket chain, which leases 15,075 square feet, or approximately 36% of the Worm Retail Center’s net rentable area, under a lease agreement that expires in December 2019. The annual base rent under the lease agreement is currently 146,604 euros (approximately $188,679, using an exchange rate of $1.287 per euro). The Worms Retail Center’s remaining rentable area is leased to five complementary non-food retailers.

Gütersloh, Germany, also an industrial city, is located in the North Rhine-Westphalia region of Germany, approximately 80 miles northeast of Dusseldorf. The Gütersloh Retail Center serves various surrounding residential developments. Constructed in 2007, the Gütersloh Retail Center consists of one single-tenant building having an aggregate net leasable area totaling approximately 19,375 square feet, and 196 parking spaces. The Retail Center is 100% leased to REWE, a prominent food retailer, under a lease agreement that expires in May 2022. The annual base rent under the lease agreement is currently 270,000 euros (approximately $347,490, using an exchange rate of $1.287). The lease agreement provides REWE with three, five-year renewals.

Bremerhaven, Germany is a seaport city located in the German federal state of Bremen, approximately 75 miles west of Hamburg. Constructed in 2007, the Bremerhaven Retail Center consists of one multi-tenant building having a total net rentable space of 33,121 square feet, and 116 parking spaces. The Bremerhaven Retail Center is leased to three tenants and currently has one vacancy. The Bremerhaven Retail Center leases 15,145 square feet, or approximately 45.7% of its net rentable area to supermarket chain, LIDL, under a lease agreement that expires in May 2022. The annual base rent under the lease agreement is currently 192,000 euros (approximately $249,024, using an exchange rate of $1.297 per euro as of the date of the acquisition). The Bremerhaven Retail Center’s remaining occupied rentable area is leased to complementary retailers.

Hannover, Germany is the capital of the federal state of Lower Saxony, approximately 90 miles south of Hamburg, and is a major crossing point for travel by rail or car. Constructed in 2005, the Hannover Retail Center consists of one multi-tenant building having a total net rentable space of 26,784 square feet, and 94 parking spaces. The Hannover Center is leased to four tenants. The Hannover Retail Center is anchored by LIDL, which leases 15,572 square feet, or approximately 58.1% of the Retail Center’s net rentable area, under a lease agreement that expires in November 2020. The annual base rent under the lease agreement is currently 241,308 euros (approximately $319,250, using an exchange rate of $1.323 per euro as of the date of the acquisition). The Hannover Retail Center’s remaining rentable area is leased to three complementary retailers, including, KiK, a large discount clothing, home goods and gift chain in Germany, which occupies 22.4% of the leasable space, and TEDi, a large German general discount store with prices starting at 1 Euro, which occupies 17.8% of the leasable space at the Hannover Retail Center.

Real estate taxes for the year ended December 31, 2011, and the depreciable basis of the Retail Centers are as follows:

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We believe the Retail Centers are suitable for their intended use, and are adequately covered by insurance. Management of our advisor currently has no plans for significant renovations or other capital improvements at the Centers.

An affiliate of MGPA Advisory, a sub-advisor to our advisor, serves as our sub-property manager for the Centers, and concurrently with the acquisitions of each Retail Center, the Subsidiary Owner entered into a property management agreement with the sub-property manager. Our Subsidiary Owner may not terminate the engagement of the sub-property manager without the consent of Bayerische Landesbank, the German bank which provided the loan for the acquisitions.

The following table shows the weighted average occupancy rate, expressed as a percentage of rentable square feet, and the average effective annual rent per leased square foot for the Retail Centers, on an aggregate basis, during the past five years ended December 31:

Investment Considerations.   In evaluating the Retail Centers for acquisition, we considered a variety of factors, including, among other things, location, functionality and property condition, price per square foot, replacement cost, the creditworthiness of tenants, length of lease terms and other provisions of in-place leases, population growth and market fundamentals such as regional and local economic conditions, economic diversity, unemployment rates, and absorption rates and occupancy rates for similar properties in the market area.

Each Retail Center is subject to competition from similar properties within its respective market area, and the economic performance of each Retail Center could be affected by changes in local economic conditions.

In connection with the acquisition of the four Retail Centers, our subsidiaries incurred an Investment Services Fee, payable to the advisor and its subadvisor MGPA Advisory, in the aggregate amount of approximately $344,000 (using applicable exchange ratios as of the dates of the acquisitions), representing 1.85% of the aggregate purchase price of the Centers.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Summary of Fees and Expenses Incurred and Payable to Advisor, its Affiliates and Related Parties

This section contains certain information that supplements the information under, and should be read together with, the section “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” beginning on page 127 of the prospectus.

For the nine months ended September 30, 2012 and the year ended December 31, 2011, we incurred the following fees due to our Managing Dealer in connection with our offering:

For the nine months ended September 30, 2012 and the year ended December 31, 2011, we incurred the following fees and reimbursable expenses due to the advisor, its affiliates and other related parties:

Amounts due to related parties for fees and reimbursable costs and expenses described above were as follows as of:

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In March 2012, our board of directors approved an Expense Support and Conditional Reimbursement Agreement with our advisor (the “Expense Support Agreement”) whereby, effective April 1, 2012, reimbursement of operating-related personnel expenses and Asset Management Fees to the advisor and its affiliates are deferred and subordinated until such time, if any, that (i) cumulative modified funds from operations (as defined in the Expense Support Agreement) for the period April 1, 2012 through the applicable determination date exceeds (ii) distributions declared to stockholders for the same period. Such reimbursements and payments are further subordinated to our Total Operating Expenses being within the 2%/25% guideline limitations as such terms are defined in the Advisory Agreement. For purposes of the above subordinations, all or a portion of the deferred amounts may be paid only to the extent it does not cause the applicable performance measurement to not be met inclusive of the conditional reimbursement amount. The Expense Support Agreement is terminable by the advisor, but not before March 31, 2013, and any deferrals are eligible for conditional reimbursement for a period of up to three years from the applicable determination date. Any amounts deferred that have not met the conditions of reimbursement within the time period established in the Expense Support Agreement will be permanently waived by the advisor and we will have no obligation to pay such amounts.

For the quarter and nine months ended September 30, 2012, approximately $0.1 million and $0.3 million in Asset Management Fees and approximately $0.2 million and $0.3 million, respectively, in operating-related personnel expenses were deferred and subordinated in accordance with the terms of the Expense Support Agreement. We will record such amounts as operating expenses in future periods to the extent, if any, we determine that these amounts are probable of being reimbursed to the advisor.

We incur operating expenses which, in general, are expenses relating to administration of the Company on an ongoing basis. Pursuant to the Advisory Agreement, the advisor shall reimburse us the amount by which the Total Operating Expenses paid or incurred by us exceed, in any four consecutive fiscal quarters (the “Expense Year”) commencing with the year ended March 31, 2012, the greater of 2% of average invested assets or 25% of Net Income (as defined in the Advisory Agreement) (the “Limitation”), unless a majority of its Independent Directors determines that such excess expenses are justified based on unusual and non-recurring factors. For the Expense Year ended September 30, 2012, the Company incurred $0.6 million of operating expenses in excess of the Limitation, all of which related to the Expense Year ended March 31, 2012, previously reviewed by our Independent Directors. There were no additional expenses in excess of the Limitation incurred for the quarter ended September 30, 2012. As of March 31, 2012, our Independent Directors determined that operating expenses in excess of the Limitation were justified based on a number of factors. These factors included how quickly new equity capital was raised and invested and the relationship of these investments to our operating expenses, many of which were necessary as a result of being a public company.

Organizational and Offering Expenses incurred by our advisor and its affiliates become a liability to us only to the extent selling commissions, the marketing support fees and other Organizational and Offering Expenses do not exceed 15% of the gross proceeds of the offering. The advisor has incurred an additional $6.1 million of costs on our behalf in connection with our offering, exceeding the 15% limitation on expenses as of September 30, 2012. These costs will be recognized by us in future periods as we receive future offering proceeds to the extent such costs are within the 15% limitation.

In March 2012, our board of directors approved an amended and restated Advisory Agreement and amended and restated property management agreement with our advisor and property manager, respectively. These revised agreements permit our subsidiaries to enter into contracts for certain real estate services directly with the advisor’s sub-advisors and property manager’s sub-property managers providing services to us.

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DISTRIBUTION POLICY

This section contains certain information that supplements and updates the information under, and should be read together with, the section “DISTRIBUTION POLICY” beginning on page 134 of the prospectus.

The following table represents total cash distributions declared and issued, including cash distributions reinvested and cash provided by (used in) operating activities, for the nine months ended September 30, 2012 and the years ended December 31, 2011 and 2010, and cumulative amounts since inception:

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Generally, distributions up to the amount of our current or accumulated earnings and profits will be taxable to the recipient stockholders as ordinary income. Our cumulative net losses and accumulated distributions as of September 30, 2012 were approximately $8.5 million and $3.4 million, respectively. Our net losses and distributions for the nine months ended September 30, 2012 were approximately $3.9 million and $2.2 million, respectively.

We currently intend to continue to pay distributions to our stockholders on a monthly basis although our board of directors reserves the right to change the per share distribution amount or otherwise amend or terminate our distribution policy. Our board of directors considers a number of factors in its determination of the amount and basis of distributions it declares, including expected and actual net cash flow from operations, FFO, modified funds from operations (“MFFO”), our overall financial condition, the advisor’s determination in regards to providing Expense Support, our objective of qualifying as a REIT for U.S. federal income tax purposes, the determination of reinvestment versus distribution following the monetization of an asset, as well as other factors including an objective of maintenance of stable and predictable distributions regardless of the composition.

As of the date of this Supplement we have not had sufficient cash available from operations or funds from operations to fund distributions, and, therefore, we have paid substantially all of our distributions from the net proceeds of this offering. For a discussion of the various risks relating to our distribution policy and our ability to pay distributions with funds from sources other than cash from operations, please see “RISK FACTORS,” below, and “RISK FACTORS” beginning at page 26 of the prospectus.

RISK FACTORS

Offering Related Risks

The following risk factor supersedes and replaces in its entirety the last risk factor of the section “RISK FACTORS – Offering Related Risks,” on page 28 of the prospectus.

We have not had sufficient cash flow from operations or funds from operations to pay distributions, and therefore, we have paid, and we may continue to pay distributions from other sources, including, but not limited to, the net proceeds of this offering, and borrowings in anticipation of future cash flows. Any such distributions may reduce the amount of capital we ultimately invest in assets, and may negatively impact the value of your investment.

We have not had significant distributable earnings, or current or accumulated earnings and profits since inception. As a result, commencing in the fourth fiscal quarter of 2010, we have used the net proceeds from this offering to pay cash distributions to our stockholders in order to maintain our qualification as a REIT. For the nine months ended September 30, 2012, and the years ended December 31, 2011 and 2010, we declared approximate cash distributions of $2.2 million, $1.1 million and $0.8 million, respectively. All of the 2011 and the 2010 distributions, and substantially all of the 2012 distributions were funded with the proceeds of this offering. To the extent that the

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aggregate amount of cash distributed in any given year exceeds the amount of our current and accumulated earnings and profits for the same period, the excess amount will be deemed a return of capital for federal income tax purposes, rather than a return on capital. The distributions paid to stockholders for the years ended December 31, 2011 and 2010 were considered a return of capital for federal income tax purposes.

Until such time as we are generating cash flow from operations or funds from operations sufficient to cover the current distribution rate, we may determine to pay lower distributions, or to fund all or a portion of our future distributions from other sources. To the extent we have funded or continue to fund cash distributions, or a portion thereof, from net offering proceeds, the amount of such proceeds available for operations would be reduced, we will have less capital available to invest in properties and other real estate-related assets, and the book value per share of our shares may decline. In addition, earlier investors may benefit from the investments made with funds raised later in this offering, while later investors may not benefit from all of the net offering proceeds raised from earlier investors. If we utilize borrowings for the purpose of funding all or a portion of our distributions, we will incur additional interest expense.

Our organizational documents permit us to make distributions from any source, including but not limited to, the proceeds of our offerings, cash resulting from a deferral or waiver of asset management fees or expense reimbursements, and borrowings in anticipation of future net operating cash flow, which may be unsecured or secured by our assets. We have not established any limit on the extent to which we may use such alternate sources, except that, in accordance with Maryland law and our organizational documents, generally, we may not make distributions that would: (i) cause us to be unable to pay our debts as they become due in the usual course of business, (ii) cause our total assets to be less than the sum of our total liabilities, or (iii) jeopardize our ability to maintain our qualification as a REIT. Distributions that exceed cash flow from operations or funds from operations may not be sustainable at current levels, or at all. The actual amount and timing of distributions are determined by our board of directors in its sole discretion and typically will depend on the amount of funds available for distribution, our financial condition, current and projected capital expenditure requirements, tax considerations and annual distribution requirements needed to maintain our qualification as a REIT. As a result, our distribution rate and payment frequency may vary from time to time; and we can provide no assurance that we will be able to continue current distribution rates, or pay any subsequent distributions.

Company Related Risks

The following risk factors are additions to “RISK FACTORS – Company Related Risks,” which begins on page 28 of the prospectus.

We have raised a limited amount of proceeds and have made a limited number of investments.

Based upon our operating history to date and our limited portfolio of investments, there can be no assurance that we will be able to achieve our investment objectives. On April 23, 2010, we commenced our offering. During the period from the commencement of our offering on such date to December 19, 2012, we accepted investors’ subscriptions for, and issued, approximately 6.4 million shares of our common stock in our offering, representing gross offering proceeds of approximately $63.5 million. As of December 21, 2012, we have invested in nine properties. If we are unable to raise substantial proceeds in our offerings, it will limit the amount of proceeds available to invest in properties and, therefore could have a material adverse effect on our results of operations, our ability to make distributions to our stockholders and our ability to meet our investment objectives.

We have experienced losses in the past and may experience similar losses in the future.

We incurred net operating losses for the two years ended December 31, 2011 and the nine months ended September 30, 2012. Our losses can be attributed, in part, to the initial startup costs and operating expenses incurred prior to making investments in properties. In addition, certain acquisition expenses funded from offering proceeds, as well as, depreciation and amortization expense, substantially reduced our income. Our operating costs to date have been partially funded with offering proceeds. We cannot assure you that we will be profitable in the future, that our properties will produce sufficient income to fund our operating expenses, or that we will maintain our current level of distributions to stockholders.

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Risks Related to Conflicts of Interest and Our Relationships with Our Advisor, Its Affiliates and Related Parties

The following risk factor supersedes and replaces in its entirety the first risk factor under “RISK FACTORS – Risks Related to Conflicts of Interest and Our Relationships with Our Advisor, Its Affiliates and Related Parties,” which appears at page 32 of the prospectus.

Our advisor, property manager and other entities affiliated with CNL that conduct our day-to-day operations, including all of our executive officers, will face competing demands on their time.

We rely upon our advisor, including its investment committee, our property manager and the executive officers and employees of entities affiliated with CNL, to conduct our day-to-day operations. Certain of these persons also conduct the day-to-day operations of other real estate investment programs sponsored by CNL or our sponsor, one of which is Global Growth Trust, Inc., and they may have other business interests as well. One of our directors, James M. Seneff, Jr. is also a director of other real estate investment programs sponsored by CNL or our sponsor, including Global Growth Trust, Inc. We have in common with Global Growth Trust, Inc. the same executive officers. Andrew A. Hyltin, our chief executive officer and president is also the president and a manager of our advisor, the chief executive officer and president of Global Growth Trust, Inc., and the president and a manager of its advisor, CNL Global Growth Advisors, LLC. Steven D. Shackelford, our chief financial officer, is also the chief financial officer of Global Growth Trust, Inc., and the president of Corporate Capital Trust, Inc., a business development company sponsored by CNL. Additionally, our advisor and the advisor to Global Growth Trust, Inc. have in common the same managers, executive officers and investment committee members. We currently anticipate that our executive officers and the executive officers of our advisor that are common to both our advisor and the advisor of Global Growth Trust, Inc., will, on average, devote approximately one-third of their time to our business and operations, approximately one-third of their time to the business and operations of Global Growth Trust, Inc., and the balance of their time will be devoted to other real estate programs of CNL, our sponsor or their affiliates, as applicable. It is also intended that the managers of our advisor (who are not also executive officers of our advisor) and the advisor’s representatives on its investment committee will devote the time necessary to fulfill their respective duties to us and our advisor. However, because these persons have competing interests on their time and resources, they may find it difficult to allocate their time between our business and these other activities. During times of intense activity in other programs and ventures, they may devote less time and resources to our business than is necessary or appropriate.

Risks Related to Our Business

The following risk factor is added at the end of the section entitled “CONFLICTS OF INTEREST” beginning on page 35 of the prospectus.”

Until 18 months after we have completed our offering stage, we expect to use the price paid to acquire a share of our common stock in our most recent offering as the estimated per share value of our shares. Even when determining the estimated per share value of our common stock from and after 18 months after completion of our offering stage, the estimated per share value of our shares will be based upon a number of assumptions that may not be accurate or complete.

To assist Financial Industry Regulatory Authority (“FINRA”) members and their associated persons that participate in our offerings in providing information on customer account statements as provided by National Association of Securities Dealers (“NASD”) Rule 2340, we expect to disclose in each of our annual reports an estimated per share value of our common stock, the method by which the estimated per share value of our common stock was developed and the date of the data used to develop the estimated per share value of our common stock. In addition, our advisor will prepare annual statements of the estimated per share value of our common stock to assist fiduciaries of retirement plans subject to the annual reporting and valuation requirements of ERISA in the preparation of their reports relating to an investment in our shares. Our advisor intends to use the most recent price paid to acquire a share of our common stock in the primary offering (ignoring purchase price discounts for certain categories of purchasers) or a subsequent follow-on public offering as the estimated per share value of our common stock until 18 months after we have completed our offering stage (as defined below). Although this initial estimated per share value of our common stock will represent the most recent price at which most investors will purchase our shares, this estimated per share value of our common stock will likely differ from the price at which a stockholder could resell his

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or her shares because there will be no public trading market for the shares at that time and the estimated per share value of our common stock will not reflect, and will not be derived from, the fair market value of our assets, nor will it represent the amount of net proceeds that would result from an immediate liquidation of our assets. We will consider our offering stage complete on the first date that we are no longer publicly offering equity securities that are not listed on a national securities exchange, whether through this offering or an additional follow-on public offering, provided we have not filed a registration statement for an additional follow-on public offering as of such date (for purposes of this definition, we do not consider “public offerings” to include offerings related to a distribution reinvestment plan, employee benefit plan or the redemption of interests in our operating partnership, if any). If our board of directors determines that it is in our best interest, we may conduct additional follow-on offerings upon the termination of this offering. Our articles do not restrict our ability to conduct offerings in the future.

When determining the estimated per share value of our common stock from and after 18 months after the completion of our offering stage, our advisor, or another firm chosen for that purpose, will estimate the per share value of our common stock based upon a number of assumptions that may not be accurate or complete, and our board of directors will approve such estimated per share value of our common stock. There is no guarantee that such estimated per share value will equal or exceed, or not be substantially less than, the per share amount paid by investors in our offering.

Proposed changes to FINRA rules and regulations, as well as requirements of participating broker dealers, could have a material impact on when we initially publish our estimated per share value and, in the event we are required to publish such estimated value prior to completion of our offering stage, such action could impact the price at which our shares are offered and our ability to raise capital through our offerings.

In March 2012, FINRA requested public comment through April 11, 2012 on its proposed amendment to the NASD Rule 2340 to require that per share estimated values of non-traded REITs be reported on customer account statements and modify the account statement disclosures that accompany the per share estimated value. Due to the fact that the managing dealer and participating brokers selling our common stock in our offering are subject to FINRA rules and regulations, any significant changes to Rule 2340 or their firms’ policies could have a material impact on when we initially publish our estimated per share value. In the event we are required to publish such estimated value prior to completion of our offerings, including any follow-on offering, if any, such action would affect the price at which our shares are offered and our ability to raise capital through our offerings.

FORWARD-LOOKING STATEMENTS

The following supersedes and replaces in its entirety the section “FORWARD-LOOKING STATEMENTS,” which begins at page 57 of the prospectus.

Caution Concerning Forward-Looking Statements

The prospectus and this Supplement contain “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that do not relate strictly to historical or current facts, but reflect management’s current understandings, intentions, beliefs, plans, expectations, assumptions and/or predictions regarding the future of the Company’s business and its performance, the economy, and other future conditions and forecasts of future events, and circumstances. Forward-looking statements are typically identified by words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “plans,” “continues,” “pro forma,” “may,” “will,” “seeks,” “should” and “could,” and words and terms of similar substance. Although we believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, our actual results could differ materially from those set forth in the forward-looking statements due to a variety of risks, uncertainties and other factors. Some factors that might cause such a difference include, but are not limited to, the following: risks associated with our investment strategy; a worsening economic environment in the U.S. or globally, including financial market fluctuations; risks associated with real estate markets, including declining real estate values; risks associated with the limited amount of proceeds raised in our offering and as a result, the limited number of investments made; our failure to obtain, renew or extend necessary financing or to access the debt or equity markets; the use of debt to finance our business

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activities, including refinancing and interest rate risk and our failure to comply with debt covenants; our ability to identify and close on suitable investments; failure to successfully manage growth or integrate acquired properties and operations; our ability to make necessary improvements to properties on a timely or cost-efficient basis; competition for properties and/or tenants; defaults or non-renewal of leases by tenants; failure to lease properties on favorable terms or at all; the impact of current and future environmental, zoning and other governmental regulations affecting our properties; the impact of changes in accounting rules; the impact of regulations requiring periodic valuation of the Company on a per share basis; material adverse actions or omissions by any joint venture partners; consequences of our net operating losses; increases in operating costs and other expenses; uninsured losses or losses in excess of our insurance coverage; the impact of outstanding and/or potential litigation; unknown liabilities of acquired properties or liabilities caused by property managers or operators; inaccuracies of our accounting estimates; risks associated with our tax structuring; failure to maintain our REIT qualification; and our ability to protect our intellectual property and the value of our brand. Given these uncertainties, we caution you not to place undue reliance on such statements. For further information regarding risks and uncertainties associated with our business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of our documents filed from time to time with the U.S. Securities and Exchange Commission, including, but not limited to, our annual report on Form 10-K and quarterly reports on Form 10-Q, and our registration statement on Form S-11 and the sticker supplements and amendments thereto, copies of which may be obtained from our Web site at http://www.incometrust.com. We undertake no obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances or to reflect the occurrence of unanticipated events.

CONFLICTS OF INTEREST

The following supersedes and replaces in its entirety “RISK FACTORS – General,” on page 71 of the prospectus.

General

We are subject to various conflicts of interest arising out of our relationship with our advisor, its affiliates and related parties, some of whom serve as our executive officers and directors. In this section, we discuss these conflicts and the corporate governance measures we have adopted to ameliorate some of the risks posed by the conflicts. These conflicts of interest include the following:

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PRIOR PERFORMANCE SUMMARY

The following paragraph updates and replaces the corresponding paragraph in the section entitled “PRIOR PERFORMANCE SUMMARY,” which begins on page 98 of the prospectus.

Adverse Conditions Affecting Prior Programs

Certain of the prior programs sponsored by CNL and/or our sponsor have been affected by general economic conditions, capital market trends and other external factors during their respective operating periods. For example, CNL Lifestyle Properties, Inc. has been impacted by the economic downturn and the tightened credit markets experienced beginning in 2008, which caused tenant liquidity issues and primarily resulted in the deferral of rent and other lease modifications for many of its tenants. The rent deferrals and lease modifications resulted in lower operating income and cash flows from operations in 2009, 2010 and 2011. In addition, CNL Lifestyle Properties, Inc. recorded impairment provisions on five properties and four properties for the years ended December 31, 2011 and December 31, 2010, totaling $16.9 million and $26.9 million, respectively. This represented approximately 0.6 percent and 1.0 percent, respectively, of CNL Lifestyle Properties, Inc.’s total assets. CNL Lifestyle Properties, Inc. has also made loans collateralized by interests in real estate, two of which went into default and resulted in CNL Lifestyle Properties, Inc. obtaining deeds to the underlying collateral property in lieu of foreclosure. CNL Hotels and Resorts, Inc. was impacted by the downturn in the hospitality industry following the terrorist attacks of September 11, 2001, which negatively affected its earnings and cash flows. There have been periods in which the respective boards of directors of CNL Lifestyle Properties, Inc. and CNL Hotels and Resorts, Inc. set limitations on the amounts of shares to be redeemed under their respective redemption plans. In those instances when redemption requests exceeded the limitations set forth, redemptions were paid on a pro-rata basis and honored in the following periods. However, at no time were redemptions suspended completely. Beginning in the second fiscal quarter of 2010, the board of CNL Lifestyle Properties, Inc. determined that redemptions under its redemption plan would be limited to $7.5 million per calendar quarter. As of December 31, 2011, CNL Lifestyle Properties, Inc. had pending redemption requests for approximately 6.4 million shares. Beginning in the quarter ended March 31, 2006, CNL Hotels and Resorts, Inc. was not able to redeem all of the shares that were submitted for redemption pursuant to its redemption plan and had outstanding redemption requests in excess of redemptions totaling 7.9 million shares. CNL Hotels and Resorts, Inc.’s inability to redeem all redemption requests submitted pursuant to its redemption plan continued throughout 2006. However, all outstanding requests were resolved in connection with CNL Hotels and Resorts, Inc.’s sale and merger transaction in April 2007.

The following is a new subsection to be added to the end of the section entitled “PRIOR PERFORMANCE SUMMARY,” which begins on page 98 of the prospectus.

Recent Developments

In July 2012, CNL Lifestyle Properties, Inc. conducted a detailed analysis to estimate its estimated net asset value (“NAV”) on a per share basis to assist broker dealers in connection with their obligations under applicable FINRA rules with respect to customer account statements and to assist fiduciaries in discharging their obligations under Employee Retirement Income Security Act (“ERISA”) reporting requirements. As of August 1, 2012, the board of directors of CNL Lifestyle Properties, Inc. determined that the estimated NAV per share was $7.31, as compared to the original $10.00 per share offering price. In determining an estimated fair value of CNL Lifestyle Properties, Inc.’s shares, the board of directors considered various analyses and information, a portion of which was provided by CNL Lifestyle Properties, Inc.’s advisor. In preparing its value estimate, CNL Lifestyle Properties, Inc. also consulted an independent valuation advisor.

Beginning in the first fiscal quarter of 2012, the board of directors of CNL Lifestyle Properties, Inc. approved redemptions under its redemption plan up to $1.75 million per calendar quarter.

In August 2012, the board of directors of CNL Lifestyle Properties, Inc. approved an increase of the redemption amount from $1.75 million per calendar quarter to the lesser of (i) $3.0 million or (ii) the amount of aggregate proceeds available under CNL Lifestyle Properties, Inc.’s reinvestment plan, effective third quarter of 2012. In addition, effective August 9, 2012, the board of directors of CNL Lifestyle Properties, Inc. approved an amendment to the redemption plan pursuant to which stockholders may redeem all or not less than 25% of their shares at varying percentages of CNL Lifestyle Properties, Inc.’s estimated fair value per share as determined by the board of directors applicable on the date of the redemption request based on the number of years the stockholder held the shares.

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SELECTED FINANCIAL DATA

The following selected financial data for Global Income Trust, Inc. should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements and Supplementary Data which are incorporated by reference from our annual report on Form 10-K for the year ended December 31, 2011 and our quarterly report on Form 10-Q for the nine months ended September 30, 2012.

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We define MFFO, a non-GAAP measure, consistent with the Investment Program Association (“IPA”), an industry trade group, Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs: Modified Funds from Operations, and the Practice Guideline, issued by the IPA in November 2010. The Practice Guideline defines MFFO as FFO further adjusted for various items, as applicable, included in the determination of GAAP net income or loss including: acquisition fees and expenses; amounts relating to deferred rent receivables (which are adjusted in order to remove the impact of GAAP straight-line adjustments from rental revenues) and amortization of above and below market leases and liabilities.

FFO and MFFO are not necessarily indicative of cash flows available to fund cash needs and should not be considered (i) as an alternative to net income or loss, or net income or loss from continuing operations, as an indication of our performance, (ii) as an alternative to cash flows from operations as an indication of our liquidity, or (iii) as indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should not be construed as more relevant or accurate than the current GAAP methodology in calculating net income or loss and its applicability in evaluating our operating performance.

Funds From Operations and Modified Funds From Operations

Due to certain unique operating characteristics of real estate companies, as discussed below, NAREIT promulgated a measure known as funds from operations, or FFO, which we believe to be an appropriate supplemental measure to reflect the operating performance of a real estate investment trust, or REIT. The use of FFO is recommended by the REIT industry as a supplemental performance measure. FFO is not equivalent to net income or loss as determined under GAAP.

We define FFO, a non-GAAP measure, consistent with the standards established by the White Paper on FFO approved by the Board of Governors of NAREIT, as revised in February 2004, or the White Paper. The White Paper defines FFO as net income or loss computed in accordance with GAAP, excluding gains or losses from sales of property, real estate asset impairment write-downs, plus depreciation and amortization on real estate assets, and after adjustments for unconsolidated partnerships and joint ventures. Our FFO calculation complies with NAREIT’s policy described above.

We may, in the future, make other adjustments to net loss in arriving at FFO as identified above at the time that any such other adjustments become applicable to our results of operations. FFO, for example, would exclude impairment charges of real estate-related investments. Because GAAP impairments represent non-cash charges that are not allowed to be reversed if the underlying fair values improve or because the timing of impairment charges may lag the onset of certain operating consequences, we believe FFO provides useful supplemental information related to current consequences, benefits and sustainability related to rental rates, occupancy and other core operating fundamentals. Investors should note, however, that determinations of whether impairment charges have been incurred are based partly on anticipated operating performance. While impairment charges may be excluded from the calculation of FFO as described above, investors are cautioned that due to the fact that impairments are based on estimated future undiscounted cash flows and the relatively limited term of our operations, it could be difficult to recover any impairment charges. In addition, FFO is not a useful measure in evaluating net asset value because impairments are taken into account in determining net asset value but not in determining FFO.

Notwithstanding the widespread reporting of FFO, changes in accounting and reporting rules under GAAP that were adopted after NAREIT’s definition of FFO have prompted a significant increase in the magnitude of non-operating items included in FFO. For example, acquisition fees and expenses, which we intend to fund from the proceeds of our offering and which we do not view as an operating expense of a property, are now deducted as expenses in the determination of GAAP net income. As a result, the Investment Program Association, or the IPA, an industry trade group, has standardized a measure known as modified FFO, or MFFO, which the IPA has recommended as a supplemental measure for publicly registered, non-traded REITs and which we believe to be another additional supplemental measure to reflect the operating performance of a non-traded REIT. Under IPA Guideline 2010-01, Supplemental Performance Measure for Publicly Registered, Non-Listed REITs, or IPA Guideline, MFFO excludes from FFO additional non-cash or non-recurring items, including the following:

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We consider MFFO, as a supplemental measure when assessing our operating performance. We have calculated MFFO in accordance with the IPA Guideline. As of September 2012 and the years ended December 31, 2011 and 2010, our MFFO is FFO, excluding acquisition fees and expenses, the amortization of above- and below-market leases and straight-line rent adjustments, which we believe is helpful in evaluating our results of operations for the reasons discussed below.

We may, in the future, make other adjustments to FFO as identified above at the time that any such other adjustments become applicable to our results of operations. MFFO, for example would exclude gains or losses related to fair value adjustments for derivatives not qualifying for hedge accounting and adjustments related to

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contingent purchase price obligations. These items relate to a fair value adjustment, which is based on the impact of current market fluctuations and underlying assessments of general market conditions and specific performance of the holding, which may not be directly attributable to our current operating performance. As these gains or losses relate to underlying long-term assets and liabilities, where we are not speculating or trading assets, management believes MFFO provides useful supplemental information by focusing on the changes in our core operating fundamentals rather than changes that may reflect anticipated gains or losses. We believe MFFO provides useful supplemental information related to current consequences, benefits and sustainability related to rental rates, occupancy and other core operating fundamentals.

We believe that MFFO is helpful in assisting management to assess the sustainability of our distribution and operating performance in future periods, particularly after our offering and acquisition stages are complete, because MFFO excludes acquisition fees and expenses that affect property operations only in the period in which a property is acquired; however, MFFO should only be used by investors to assess the sustainability of our operating performance after our offering has been completed and properties have been acquired. Acquisition fees and expenses have a negative effect on our cash flows from operating activities during the periods in which properties are acquired.

Presentation of MFFO also is intended to provide useful information to investors as they compare the operating performance of different non-traded REITs, although it should be noted that not all REITs calculate MFFO the same way, so comparisons with other REITs may not be meaningful. Neither the Commission, NAREIT nor any other regulatory body has passed judgment on the acceptability of the adjustments that we use to calculate MFFO. Furthermore, FFO and MFFO are not necessarily indicative of cash flows available to fund cash needs and should not be considered as an alternative to net income (loss) or income (loss) from continuing operations as an indication of our performance, as an alternative to cash flows from operations as an indication of our liquidity, or indicative of funds available to fund our cash needs including our ability to make distributions to our stockholders. FFO and MFFO should not be construed as historic performance measures or as more relevant or accurate than the current GAAP methodology in calculating net income (loss) and its applicability in evaluating our operating performance.

The following table presents a reconciliation of net loss to FFO and MFFO for the nine months ended September 30, 2012 and 2011, and the years ended December 31, 2011 and 2010: