##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-Q





(Mark One)

|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2009

or



| ̈ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|- | ----------------------------------------------------------------------------------------

For the transition period fromto

Commission file number 1-14760





RAIT FINANCIAL TRUST

(Exact name of
registrant as specified in its charter)







|                                                             |  |                                     
|------------------------------------------------------------ |  | ------------------------------------
|Maryland                                                     |  | 23-2919819                          
|State or other jurisdiction of incorporation or organization |  | (I.R.S. Employer Identification No.)



|                                              |  |           
|--------------------------------------------- |  | ----------
|2929 Arch Street, 17thFloor, Philadelphia, PA |  | 19104     
|(Address of principal executive offices)      |  | (Zip Code)

(215) 243-9000

(Registrants telephone number, including area code)





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.    x  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ̈  Yes     ̈  No

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting company
in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer   ̈    Accelerated filer  x    Non-accelerated filer   ̈    (Do not check
if a smaller reporting company)

Smaller reporting company   ̈

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

A total of 64,932,766 common shares of beneficial
interest, par value $0.01 per share, of the registrant were outstanding as of August 7, 2009.









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##### Table of Contents

RAIT FINANCIAL TRUST

TABLE OF CONTENTS



|                             |  |                                                                                                                               |  |   
|---------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --
|                             |  | Page                                                                                                                         
|PART IFINANCIAL INFORMATION
|                             |  |                                                                                                                              
|Item 1.                      |  | Financial Statements (unaudited)                                                                                              |  |   
|                             |  |                                                                                                                              
|                             |  | Consolidated Balance Sheets as of June 30, 2009 and December 31, 2008                                                         |  | 1 
|                             |  |                                                                                                                              
|                             |  | Consolidated Statements of Operations for the Three-Month and Six-Month Periods Ended June 30, 2009 and
2008                  |  | 2 
|                             |  |                                                                                                                              
|                             |  | Consolidated Statements of Comprehensive Income (Loss) for the Three-Month and Six-Month Periods EndedJune 30, 2009 and
 2008 |  | 3 
|                             |  |                                                                                                                              
|                             |  | Consolidated Statements of Cash Flows for the Six-Month Periods Ended June 30, 2009 and 2008                                  |  | 4 
|                             |  |                                                                                                                              
|                             |  | Notes to Consolidated Financial Statements                                                                                    |  | 5 
|                             |  |                                                                                                                              
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 31
|                             |  |                                                                                                                              
|Item 3.                      |  | Quantitative and Qualitative Disclosures about Market Risk                                                                    |  | 56
|                             |  |                                                                                                                              
|Item 4.                      |  | Controls and Procedures                                                                                                       |  | 56
|                            
|PART IIOTHER INFORMATION   
|                             |  |                                                                                                                              
|Item 1.                      |  | Legal Proceedings                                                                                                             |  | 57
|                             |  |                                                                                                                              
|Item 1A.                     |  | Risk Factors                                                                                                                  |  | 58
|                             |  |                                                                                                                              
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                                                           |  | 58
|                             |  |                                                                                                                              
|Item 6.                      |  | Exhibits                                                                                                                      |  | 58
|                             |  |                                                                                                                              
|                             |  | Signatures                                                                                                                    |  | 59



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##### Table of Contents

PART IFINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

RAIT Financial Trust

Consolidated Balance Sheets

(Unaudited and dollars in thousands, except share and per share information)



|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | - | ---------------------- | - | --------- | -
|                                                                                                                                                                                                      |  | As ofJune 30, 2009 |           |   | As ofDecember 31, 2008 |  
|                                                                                                                                                                                                      |  |                    |           |   | (As revised)           |  
|Assets                                                                                                                                                                                                |  |                    |           |   |                        |   |           |  
|Investments in mortgages and loans, at amortized cost:                                                                                                                                                |  |                    |           |   |                        |   |           |  
|Commercial mortgages, mezzanine loans, other loans and preferred equity interests                                                                                                                     |  | $                  | 1,644,690 |   |                        | $ | 2,041,112 |  
|Residential mortgages and mortgage-related receivables                                                                                                                                                |  |                    | 3,355,089 |   |                        |   | 3,598,925 |  
|Allowance for losses                                                                                                                                                                                  |  |                    | (237,632  | ) |                        |   | (171,973  | )
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|Total investments in mortgages and loans                                                                                                                                                              |  |                    | 4,762,147 |   |                        |   | 5,468,064 |  
|Investments in securities and security-related receivables, at fair value                                                                                                                             |  |                    | 675,232   |   |                        |   | 1,920,883 |  
|Investments in real estate interests                                                                                                                                                                  |  |                    | 604,619   |   |                        |   | 350,487   |  
|Cash and cash equivalents                                                                                                                                                                             |  |                    | 40,850    |   |                        |   | 27,463    |  
|Restricted cash                                                                                                                                                                                       |  |                    | 163,862   |   |                        |   | 197,366   |  
|Accrued interest receivable                                                                                                                                                                           |  |                    | 52,913    |   |                        |   | 99,609    |  
|Other assets                                                                                                                                                                                          |  |                    | 30,095    |   |                        |   | 46,716    |  
|Deferred financing costs, net of accumulated amortization of $7,766 and $5,781, respectively                                                                                                          |  |                    | 28,883    |   |                        |   | 30,875    |  
|Intangible assets, net of accumulated amortization of $82,189 and $81,522, respectively                                                                                                               |  |                    | 10,918    |   |                        |   | 9,987     |  
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|Total assets                                                                                                                                                                                          |  | $                  | 6,369,519 |   |                        | $ | 8,151,450 |  
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|Liabilities and Equity                                                                                                                                                                                |  |                    |           |   |                        |   |           |  
|Indebtedness:                                                                                                                                                                                         |  |                    |           |   |                        |   |           |  
|Secured credit facilities and other indebtedness ($17,003 and $15,221 at fair value, respectively)                                                                                                    |  | $                  | 161,731   |   |                        | $ | 164,410   |  
|Mortgage-backed securities issued                                                                                                                                                                     |  |                    | 3,145,614 |   |                        |   | 3,364,151 |  
|Trust preferred obligations, at fair value                                                                                                                                                            |  |                    | 78,292    |   |                        |   | 162,050   |  
|CDO notes payable ($151,030 and $577,750 at fair value, respectively)                                                                                                                                 |  |                    | 1,555,780 |   |                        |   | 2,029,500 |  
|Convertible senior notes                                                                                                                                                                              |  |                    | 377,446   |   |                        |   | 382,779   |  
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|Total indebtedness                                                                                                                                                                                    |  |                    | 5,318,863 |   |                        |   | 6,102,890 |  
|Accrued interest payable                                                                                                                                                                              |  |                    | 32,933    |   |                        |   | 80,035    |  
|Accounts payable and accrued expenses                                                                                                                                                                 |  |                    | 18,533    |   |                        |   | 19,446    |  
|Derivative liabilities                                                                                                                                                                                |  |                    | 202,871   |   |                        |   | 613,852   |  
|Deferred taxes, borrowers escrows and other liabilities                                                                                                                                              |  |                    | 37,975    |   |                        |   | 65,886    |  
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|Total liabilities                                                                                                                                                                                     |  |                    | 5,611,175 |   |                        |   | 6,882,109 |  
|Equity:                                                                                                                                                                                               |  |                    |           |   |                        |   |           |  
|Shareholders equity:                                                                                                                                                                                 |  |                    |           |   |                        |   |           |  
|Preferred shares, $0.01 par value per share, 25,000,000 shares authorized;                                                                                                                            |  |                    |           |   |                        |   |           |  
|7.75% Series A cumulative redeemable preferred shares, liquidation preference $25.00 per share, 2,760,000 shares issued and
outstanding                                                               |  |                    | 28        |   |                        |   | 28        |  
|8.375% Series B cumulative redeemable preferred shares, liquidation preference $25.00 per share, 2,258,300 shares issued and
outstanding                                                              |  |                    | 23        |   |                        |   | 23        |  
|8.875% Series C cumulative redeemable preferred shares, liquidation preference $25.00 per share, 1,600,000 shares issued and
outstanding                                                              |  |                    | 16        |   |                        |   | 16        |  
|Common shares, $0.01 par value per share, 200,000,000 shares authorized, 64,929,081 and 64,842,571 issued and outstanding, including 40,260
and 76,690 unvested restricted share awards, respectively |  |                    | 649       |   |                        |   | 648       |  
|Additional paid in capital                                                                                                                                                                            |  |                    | 1,615,950 |   |                        |   | 1,613,853 |  
|Accumulated other comprehensive income (loss)                                                                                                                                                         |  |                    | (126,077  | ) |                        |   | (231,425  | )
|Retained earnings (deficit)                                                                                                                                                                           |  |                    | (736,158  | ) |                        |   | (304,059  | )
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|Total shareholders equity                                                                                                                                                                            |  |                    | 754,431   |   |                        |   | 1,079,084 |  
|Noncontrolling interests                                                                                                                                                                              |  |                    | 3,913     |   |                        |   | 190,257   |  
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|Total equity                                                                                                                                                                                          |  |                    | 758,344   |   |                        |   | 1,269,341 |  
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  
|Total liabilities and equity                                                                                                                                                                          |  | $                  | 6,369,519 |   |                        | $ | 8,151,450 |  
|                                                                                                                                                                                                      |  |                    |           |   |                        |   |           |  

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



1



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##### Table of Contents

RAIT Financial Trust

Consolidated Statements of Operations

(Unaudited and dollars in thousands, except share and per share information)



|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|------------------------------------------------------------------------------ |  | ----------------------------------------- | ---------- | - | --------------------------------------- | - | ---------- | ---- |  | - | ------------ | - |  | - | ---------- | -
|                                                                               |  | For the Three-Month Periods Ended June 30 |            |   | For the Six-Month Periods Ended June 30 |  
|                                                                               |  | 2009                                      |            |   | 2008                                    |   |            | 2009 |  |   | 2008         |  
|                                                                               |  |                                           |            |   | (As revised)                            |   |            |      |  |   | (As revised) |  
|Revenue:                                                                       |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Investment interest income                                                     |  | $                                         | 130,388    |   |                                         | $ | 177,318    |      |  | $ | 281,481      |   |  | $ | 362,608    |  
|Investment interest expense                                                    |  |                                           | (91,860    | ) |                                         |   | (119,914   | )    |  |   | (194,880     | ) |  |   | (253,027   | )
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Net interest margin                                                            |  |                                           | 38,528     |   |                                         |   | 57,404     |      |  |   | 86,601       |   |  |   | 109,581    |  
|Rental income                                                                  |  |                                           | 13,595     |   |                                         |   | 3,345      |      |  |   | 23,884       |   |  |   | 6,606      |  
|Fee and other income                                                           |  |                                           | 8,679      |   |                                         |   | 4,594      |      |  |   | 11,499       |   |  |   | 12,003     |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Total revenue                                                                  |  |                                           | 60,802     |   |                                         |   | 65,343     |      |  |   | 121,984      |   |  |   | 128,190    |  
|Expenses:                                                                      |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Compensation expense                                                           |  |                                           | 6,022      |   |                                         |   | 8,436      |      |  |   | 11,660       |   |  |   | 16,605     |  
|Real estate operating expense                                                  |  |                                           | 11,129     |   |                                         |   | 2,931      |      |  |   | 20,873       |   |  |   | 5,603      |  
|General and administrative expense                                             |  |                                           | 5,272      |   |                                         |   | 6,910      |      |  |   | 9,529        |   |  |   | 11,723     |  
|Provision for losses                                                           |  |                                           | 66,096     |   |                                         |   | 25,310     |      |  |   | 185,600      |   |  |   | 35,583     |  
|Depreciation expense                                                           |  |                                           | 5,598      |   |                                         |   | 1,184      |      |  |   | 9,639        |   |  |   | 2,350      |  
|Amortization of intangible assets                                              |  |                                           | 352        |   |                                         |   | 6,094      |      |  |   | 667          |   |  |   | 13,165     |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Total expenses                                                                 |  |                                           | 94,469     |   |                                         |   | 50,865     |      |  |   | 237,968      |   |  |   | 85,029     |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Income (loss) before other income (expense), taxes and discontinued operations |  |                                           | (33,667    | ) |                                         |   | 14,478     |      |  |   | (115,984     | ) |  |   | 43,161     |  
|Interest and other income                                                      |  |                                           | 1,686      |   |                                         |   | 59         |      |  |   | 2,287        |   |  |   | 1,172      |  
|Gains (losses) on sale of assets                                               |  |                                           | 50         |   |                                         |   | (142       | )    |  |   | 50           |   |  |   | (142       | )
|Gains on extinguishment of debt                                                |  |                                           | 12,349     |   |                                         |   | 8,662      |      |  |   | 47,556       |   |  |   | 8,662      |  
|Losses on deconsolidation of VIEs                                              |  |                                           | (313,808   | ) |                                         |   |           |      |  |   | (313,808     | ) |  |   |           |  
|Change in fair value of free-standing derivatives                              |  |                                           |           |   |                                         |   |           |      |  |   |             |   |  |   | (37,203    | )
|Change in fair value of financial instruments                                  |  |                                           | 91,357     |   |                                         |   | 97,056     |      |  |   | (8,448       | ) |  |   | 352,906    |  
|Unrealized gains (losses) on interest rate hedges                              |  |                                           | (244       | ) |                                         |   | (66        | )    |  |   | (486         | ) |  |   | 15         |  
|Equity in income (loss) of equity method investments                           |  |                                           | (1         | ) |                                         |   | 981        |      |  |   | (8           | ) |  |   | 944        |  
|Asset impairments                                                              |  |                                           | (46,015    | ) |                                         |   | (9,629     | )    |  |   | (46,015      | ) |  |   | (20,323    | )
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Income (loss) before taxes and discontinued operations                         |  |                                           | (288,293   | ) |                                         |   | 111,399    |      |  |   | (434,856     | ) |  |   | 349,192    |  
|Income tax benefit (provision)                                                 |  |                                           | (693       | ) |                                         |   | 2,293      |      |  |   | (657         | ) |  |   | 2,434      |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Income (loss) from continuing operations                                       |  |                                           | (288,986   | ) |                                         |   | 113,692    |      |  |   | (435,513     | ) |  |   | 351,626    |  
|Income (loss) from discontinued operations                                     |  |                                           | (275       | ) |                                         |   | (630       | )    |  |   | (2,162       | ) |  |   | (1,071     | )
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Net income (loss)                                                              |  |                                           | (289,261   | ) |                                         |   | 113,062    |      |  |   | (437,675     | ) |  |   | 350,555    |  
|(Income) loss allocated to preferred shares                                    |  |                                           | (3,415     | ) |                                         |   | (3,415     | )    |  |   | (6,821       | ) |  |   | (6,821     | )
|(Income) loss allocated to noncontrolling interests                            |  |                                           | 4,809      |   |                                         |   | 4,712      |      |  |   | 12,397       |   |  |   | (99,347    | )
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Net income (loss) allocable to common shares                                   |  | $                                         | (287,867   | ) |                                         | $ | 114,359    |      |  | $ | (432,099     | ) |  | $ | 244,387    |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Earnings (loss) per shareBasic:                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Continuing operations                                                          |  | $                                         | (4.43      | ) |                                         | $ | 1.83       |      |  | $ | (6.62        | ) |  | $ | 3.96       |  
|Discontinued operations                                                        |  |                                           |           |   |                                         |   | (0.01      | )    |  |   | (0.03        | ) |  |   | (0.02      | )
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Total earnings (loss) per shareBasic                                          |  | $                                         | (4.43      | ) |                                         | $ | 1.82       |      |  | $ | (6.65        | ) |  | $ | 3.94       |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Weighted-average shares outstandingBasic                                      |  |                                           | 64,995,483 |   |                                         |   | 62,729,473 |      |  |   | 64,972,363   |   |  |   | 61,997,739 |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Earnings (loss) per shareDiluted:                                             |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Continuing operations                                                          |  | $                                         | (4.43      | ) |                                         | $ | 1.83       |      |  | $ | (6.62        | ) |  | $ | 3.96       |  
|Discontinued operations                                                        |  |                                           |           |   |                                         |   | (0.01      | )    |  |   | (0.03        | ) |  |   | (0.02      | )
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Total earnings (loss) per shareDiluted                                        |  | $                                         | (4.43      | ) |                                         | $ | 1.82       |      |  | $ | (6.65        | ) |  | $ | 3.94       |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Weighted-average shares outstandingDiluted                                    |  |                                           | 64,995,483 |   |                                         |   | 62,804,806 |      |  |   | 64,972,363   |   |  |   | 62,038,113 |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  
|Distributions declared per common share                                        |  | $                                         |           |   |                                         | $ | 0.46       |      |  | $ |             |   |  | $ | 0.92       |  
|                                                                               |  |                                           |            |   |                                         |   |            |      |  |   |              |   |  |   |            |  

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



2



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##### Table of Contents

RAIT Financial Trust

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited and dollars in thousands)



|                                                                                                                               |  |                                           |          |   |                                         |   |         |      |  |   |              |   |  |   |         |  
|------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------- | -------- | - | --------------------------------------- | - | ------- | ---- |  | - | ------------ | - |  | - | ------- | -
|                                                                                                                               |  | For the Three-Month Periods Ended June 30 |          |   | For the Six-Month Periods Ended June 30 |  
|                                                                                                                               |  | 2009                                      |          |   | 2008                                    |   |         | 2009 |  |   | 2008         |  
|                                                                                                                               |  |                                           |          |   | (As revised)                            |   |         |      |  |   | (As revised) |  
|Net income (loss)                                                                                                              |  | $                                         | (289,261 | ) |                                         | $ | 113,062 |      |  | $ | (437,675     | ) |  | $ | 350,555 |  
|Other comprehensive income (loss):                                                                                             |  |                                           |          |   |                                         |   |         |      |  |   |              |   |  |   |         |  
|Change in fair value of interest rate hedges                                                                                   |  |                                           | 35,359   |   |                                         |   | 39,119  |      |  |   | 43,604       |   |  |   | 585     |  
|Reclassification adjustments associated with unrealized losses (gains) from interest rate hedges included in net income (loss) |  |                                           | 244      |   |                                         |   | 66      |      |  |   | 486          |   |  |   | (15     | )
|Realized (gains) losses on interest rate hedges reclassified to earnings                                                       |  |                                           | 689      |   |                                         |   | 2,405   |      |  |   | 3,044        |   |  |   | 4,915   |  
|Change in fair value of available-for-sale securities                                                                          |  |                                           | 205      |   |                                         |   | (5,838  | )    |  |   | (13,580      | ) |  |   | (12,530 | )
|Realized (gains) losses on available-for-sale securities reclassified to earnings                                              |  |                                           | 44,275   |   |                                         |   | 2,728   |      |  |   | 44,275       |   |  |   | 4,542   |  
|Realized (gains) losses on deconsolidation of VIEs                                                                             |  |                                           | 28,196   |   |                                         |   |        |      |  |   | 28,196       |   |  |   |        |  
|                                                                                                                               |  |                                           |          |   |                                         |   |         |      |  |   |              |   |  |   |         |  
|Total other comprehensive income (loss)                                                                                        |  |                                           | 108,968  |   |                                         |   | 38,480  |      |  |   | 106,025      |   |  |   | (2,503  | )
|                                                                                                                               |  |                                           |          |   |                                         |   |         |      |  |   |              |   |  |   |         |  
|Comprehensive income (loss)                                                                                                    |  |                                           | (180,293 | ) |                                         |   | 151,542 |      |  |   | (331,650     | ) |  |   | 348,052 |  
|Allocation to noncontrolling interests                                                                                         |  |                                           |         |   |                                         |   | (826    | )    |  |   | (677         | ) |  |   | (433    | )
|                                                                                                                               |  |                                           |          |   |                                         |   |         |      |  |   |              |   |  |   |         |  
|Comprehensive income (loss) allocable to common shares                                                                         |  | $                                         | (180,293 | ) |                                         | $ | 150,716 |      |  | $ | (332,327     | ) |  | $ | 347,619 |  
|                                                                                                                               |  |                                           |          |   |                                         |   |         |      |  |   |              |   |  |   |         |  

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



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##### Table of Contents

RAIT Financial Trust

Consolidated Statements of Cash Flows

(Unaudited and dollars in thousands)



|                                                                                        |  |                                         |          |   |              |   |          |  
|--------------------------------------------------------------------------------------- |  | --------------------------------------- | -------- | - | ------------ | - | -------- | -
|                                                                                        |  | For the Six-Month Periods Ended June 30 |         
|                                                                                        |  | 2009                                    |          |   | 2008         |  
|                                                                                        |  |                                         |          |   | (As revised) |  
|Operating activities:                                                                   |  |                                         |          |   |              |   |          |  
|Net income (loss)                                                                       |  | $                                       | (437,675 | ) |              | $ | 350,555  |  
|Adjustments to reconcile net income (loss) to cash flow from operatingactivities:       |  |                                         |          |   |              |   |          |  
|Provision for losses                                                                    |  |                                         | 185,600  |   |              |   | 35,583   |  
|Amortization of deferred compensation                                                   |  |                                         | 2,139    |   |              |   | 4,453    |  
|Depreciation and amortization                                                           |  |                                         | 10,451   |   |              |   | 15,931   |  
|Amortization of deferred financing costs and debt discounts                             |  |                                         | 7,710    |   |              |   | 7,451    |  
|Accretion of discounts on investments                                                   |  |                                         | (3,377   | ) |              |   | (3,329   | )
|(Gains) losses on sales of assets                                                       |  |                                         | (50      | ) |              |   | 142      |  
|(Gains) losses on extinguishment of debt                                                |  |                                         | (47,556  | ) |              |   | (8,662   | )
|(Gains) losses on deconsolidation of VIEs                                               |  |                                         | 315,860  |   |              |   |         |  
|Change in fair value of financial instruments                                           |  |                                         | 8,448    |   |              |   | (352,906 | )
|Unrealized gains (losses) on interest rate hedges                                       |  |                                         | 486      |   |              |   | (15      | )
|Equity in (income) loss of equity method investments                                    |  |                                         | 8        |   |              |   | (944     | )
|Asset impairments                                                                       |  |                                         | 46,015   |   |              |   | 20,323   |  
|Unrealized foreign currency (gains) losses on investments                               |  |                                         | (438     | ) |              |   | (313     | )
|Changes in assets and liabilities:                                                      |  |                                         |          |   |              |   |          |  
|Accrued interest receivable                                                             |  |                                         | 6,533    |   |              |   | 8,869    |  
|Other assets                                                                            |  |                                         | (1,365   | ) |              |   | 22,050   |  
|Accrued interest payable                                                                |  |                                         | 7,111    |   |              |   | 2,953    |  
|Accounts payable and accrued expenses                                                   |  |                                         | (3,382   | ) |              |   | (1,135   | )
|Deferred taxes, borrowers escrows and other liabilities                                |  |                                         | (49,783  | ) |              |   | (18,137  | )
|                                                                                        |  |                                         |          |   |              |   |          |  
|Cash flow from operating activities                                                     |  |                                         | 46,735   |   |              |   | 82,869   |  
|Investing activities:                                                                   |  |                                         |          |   |              |   |          |  
|Purchase and origination of securities for investment                                   |  |                                         | (1,332   | ) |              |   | (62,637  | )
|Purchase and origination of loans for investment                                        |  |                                         | (22,031  | ) |              |   | (60,055  | )
|Principal repayments on loans                                                           |  |                                         | 259,306  |   |              |   | 348,522  |  
|Investment in Jupiter Communities                                                       |  |                                         | (1,300   | ) |              |   |         |  
|Investment in real estate interests                                                     |  |                                         | (4,054   | ) |              |   | 2,139    |  
|Proceeds from dispositions of real estate interests                                     |  |                                         |         |   |              |   | 26,625   |  
|Decrease in restricted cash                                                             |  |                                         | 11,954   |   |              |   | 71,211   |  
|                                                                                        |  |                                         |          |   |              |   |          |  
|Cash flow from investing activities                                                     |  |                                         | 242,543  |   |              |   | 325,805  |  
|Financing activities:                                                                   |  |                                         |          |   |              |   |          |  
|Proceeds from other indebtedness                                                        |  |                                         | 1,177    |   |              |   | 25,000   |  
|Repayments on repurchase agreements and other indebtedness                              |  |                                         | (13,992  | ) |              |   | (112,074 | )
|Repayments on residential mortgage-backed securities                                    |  |                                         | (223,335 | ) |              |   | (242,978 | )
|Proceeds from issuance of CDO notes payable                                             |  |                                         | 50       |   |              |   | 56,775   |  
|Repayments and repurchase of CDO notes payable                                          |  |                                         | (31,776  | ) |              |   | (151,512 | )
|Repayments and repurchase of convertible senior notes                                   |  |                                         | (1,601   | ) |              |   | (11,858  | )
|Acquisition of noncontrolling interests in CDOs                                         |  |                                         |         |   |              |   | (70      | )
|Payments for deferred costs                                                             |  |                                         | 334      |   |              |   | (36      | )
|Common share issuance, net of costs incurred                                            |  |                                         | 73       |   |              |   | 22,247   |  
|Distributions paid to preferred shares                                                  |  |                                         | (6,821   | ) |              |   | (6,821   | )
|Distributions paid to common shares                                                     |  |                                         |         |   |              |   | (56,151  | )
|                                                                                        |  |                                         |          |   |              |   |          |  
|Cash flow from financing activities                                                     |  |                                         | (275,891 | ) |              |   | (477,478 | )
|                                                                                        |  |                                         |          |   |              |   |          |  
|Net change in cash and cash equivalents                                                 |  |                                         | 13,387   |   |              |   | (68,804  | )
|Cash and cash equivalents at the beginning of the period                                |  |                                         | 27,463   |   |              |   | 127,987  |  
|                                                                                        |  |                                         |          |   |              |   |          |  
|Cash and cash equivalents at the end of the period                                      |  | $                                       | 40,850   |   |              | $ | 59,183   |  
|                                                                                        |  |                                         |          |   |              |   |          |  
|Supplemental cash flow information:                                                     |  |                                         |          |   |              |   |          |  
|Cash paid for interest                                                                  |  | $                                       | 196,520  |   |              | $ | 224,392  |  
|Cash paid for taxes                                                                     |  |                                         |         |   |              |   | 294      |  
|Non-cash increase (decrease) in trust preferred obligations                             |  |                                         | (223,334 | ) |              |   | (88,125  | )
|Distributions payable                                                                   |  |                                         |         |   |              |   | 29,350   |  
|Non-cash increase in investments in real estate interests from the foreclosure of loans |  |                                         | 258,545  |   |              |   | 31,000   |  

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



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##### Table of Contents

RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)

NOTE 1: THE COMPANY

RAIT Financial Trust
invests in and manages a portfolio of real-estate related assets and provides a comprehensive set of debt financing options to the real estate industry. References to RAIT, we, us, and our refer to
RAIT Financial Trust and its subsidiaries, unless the context otherwise requires. We conduct our business through our subsidiaries, RAIT Partnership, L.P. and Taberna Realty Finance Trust, as well as through their respective subsidiaries. RAIT is a
self-managed and self-advised Maryland real estate investment trust, or REIT. Taberna is also a Maryland REIT.

We finance a substantial
portion of our investments through borrowing and securitization strategies seeking to match the maturities and terms of our financings with the maturities and terms of those investments, and to mitigate interest rate risk through derivative
instruments.

We are subject to significant competition in all aspects of our business. Existing industry participants and potential new
entrants compete with us for the available supply of investments suitable for origination or acquisition, as well as for debt and equity capital. We compete with many third parties engaged in real estate finance and investment activities, including
other REITs, specialty finance companies, savings and loan associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, lenders, governmental bodies and other entities.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying unaudited interim consolidated financial statements have been prepared by
management in accordance with U.S. generally accepted accounting principles, or GAAP. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with GAAP have been condensed or
omitted pursuant to such rules and regulations, although we believe that the included disclosures are adequate to make the information presented not misleading. The unaudited interim consolidated financial statements should be read in conjunction
with our audited financial statements as of and for the year ended December 31, 2008 included in our Annual Report on Form 10-K and Current Report on Form 8-K filed on June 29, 2009, which updates Items 6, 7 and 8 of our 2008 Form 10-K. In
the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly our consolidated financial position and consolidated results of operations and cash flows are included. The results of
operations for the interim periods presented are not necessarily indicative of the results for the full year. Certain prior period amounts have been reclassified to conform with the current period presentation.

b. Principles of Consolidation

The
consolidated financial statements reflect our accounts and the accounts of our majority-owned and/or controlled subsidiaries. We also consolidate entities that are variable interest entities, or VIEs, where we have determined that we are the primary
beneficiary of such entities. The portions of these entities that we do not own are presented as noncontrolling interest as of the dates and for the periods presented in the consolidated financial statements. All intercompany accounts and
transactions have been eliminated in consolidation.

c. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.

d. Investments

We invest in
commercial mortgages, mezzanine loans, residential mortgages and mortgage-related receivables, debt securities and other types of real estate-related assets. We account for our investments in securities under Statement of Financial Accounting
Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, as amended and interpreted, or SFAS No. 115, and designate each investment as a trading security, an available-for-sale security, or a
held-to-maturity security based on our intent at the time of acquisition. Under SFAS No. 115, trading securities are recorded at their fair value each reporting period with fluctuations in fair value reported as a component of earnings.
Available-for-sale securities are recorded at fair value with changes in fair value reported as a component of other comprehensive income (loss). See i. Fair Value of Financial Instruments.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



Upon the sale of an available-for-sale security, the realized gain or loss on the sale will be recorded as a component of earnings in the respective period.
Held-to-maturity investments are carried at amortized cost at each reporting period.

On January 1, 2008, we adopted Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, or SFAS No. 159. In applying SFAS No. 159, we classified certain available-for-sale securities as trading
securities on January 1, 2008 when they were elected under the fair value option. Trading securities are carried at their estimated fair value, with changes in fair value reported in earnings.

We account for our investments in subordinated debentures owned by trust VIEs that we consolidate as available-for-sale securities. These VIEs have no
ability to sell, pledge, transfer or otherwise encumber the trust or the assets of the trust until such subordinated debentures maturity. We account for investments in securities where the transfer meets the criteria as a financing under
Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, or SFAS No. 140, at amortized cost. Our investments in security-related
receivables represent securities that were transferred to issuers of collateralized debt obligations, or CDOs, in which the transferors maintained some level of continuing involvement.

We use our judgment to determine whether an investment in securities has sustained an other-than-temporary decline in value. If management determines
that an investment in securities has sustained an other-than-temporary decline in its value, the investment is written down to its fair value by a charge to earnings, and we establish a new cost basis for the investment. Our evaluation of an
other-than-temporary decline is dependent on the specific facts and circumstances. Factors that we consider in determining whether an other-than-temporary decline in value has occurred include: the estimated fair value of the investment in relation
to our cost basis; the financial condition of the related entity; and the intent and ability to retain the investment for a sufficient period of time to allow for recovery of the fair value of the investment.

We account for our investments in commercial mortgages, mezzanine loans, other loans and residential mortgages and mortgage-related receivables at
amortized cost. The carrying value of these investments is adjusted for origination discounts/premiums, nonrefundable fees and direct costs for originating loans which are amortized into income on a level yield basis over the terms of the loans.
Mortgage-related receivables represent loan receivables secured by residential mortgages, the legal title to which is held by our consolidated securitizations. These residential mortgages were transferred to the consolidated securitizations in
transactions accounted for as financings under SFAS No. 140. Mortgage-related receivables maintain all of the economic attributes of the underlying residential mortgages and all benefits or risks of that ownership inure to the trust subsidiary.

e. Allowance for Losses

We
maintain an allowance for losses on our investments in commercial mortgages, mezzanine loans and residential mortgages and mortgage-related receivables. Our allowance for losses is based on managements evaluation of known losses and inherent
risks, for example, historical and industry loss experience, economic conditions and trends, estimated fair values, the quality of collateral and other relevant factors. Specific allowances for losses on our commercial and mezzanine loans are
established for impaired loans based on a comparison of the recorded carrying value of the loan to either the present value of the loans expected cash flow, the loans estimated market price or the estimated fair value of the underlying
collateral. Our allowance for losses on residential mortgage loans is evaluated collectively for impairment as the mortgage loans are homogenous pools of residential mortgages. The allowance for losses is increased by charges to operations and
decreased by charge-offs (net of recoveries).

f. Transfers of Financial Assets

We account for transfers of financial assets under SFAS No. 140 as either sales or financings. Transfers of financial assets that result in sales
accounting are those in which (1) the transfer legally isolates the transferred assets from the transferor, (2) the transferee has the right to pledge or exchange the transferred assets and no condition both constrains the
transferees right to pledge or exchange the assets and provides more than a trivial benefit to the transferor, and (3) the transferor does not maintain effective control over the transferred assets. If the transfer does not meet these
criteria, the transfer is accounted for as a financing. Financial assets that are treated as sales are removed from our accounts with any realized gain (loss) reflected in earnings during the period of sale. Financial assets that are treated as
financings are maintained on the balance sheet with proceeds received from the legal transfer reflected as securitized borrowings, or security-related receivables.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



g. Revenue Recognition



| | 1) | Investment interest incomeWe recognize interest income from investments in commercial mortgages, mezzanine loans, residential mortgages and debt and other securities on a
yield to maturity basis. Upon the acquisition of a loan at a discount, we assess the portions of the discount that constitute accretable yields and non-accretable differences. The accretable yield represents the excess of our expected cash flows
from the loan over the amount we paid for the loan. That amount, the accretable yield, is accreted to interest income over the remaining life of the loan. Many of our commercial mortgages and mezzanine loans provide for the accrual of interest at
specified rates which differ from current payment terms. Interest income is recognized on such loans at the accrual rate subject to managements determination that accrued interest and outstanding principal are ultimately collectible.
Management evaluates loans for non-accrual status each reporting period. Payments received for loans on non-accrual status are applied to principal until the loan is removed from non-accrual status. Past due interest is recognized on non-accrual
loans when they are removed from non-accrual status and are making current interest payments. For investments that we did not elect to record at fair value under SFAS No. 159, origination fees and direct loan origination costs are deferred and
amortized to net investment income, using the effective interest method, over the contractual life of the underlying loan security or loan, in accordance with Statement of Financial Accounting Standards No. 91, Accounting for
Nonrefundable Fees and Costs Associated with Origination or Acquiring Loans and Initial Direct Costs of Leases, or SFAS No. 91. For investments that we elected to record at fair value under SFAS No. 159, origination fees and direct
loan costs are recorded in income and are not deferred. We recognize interest income from interests in certain securitized financial assets on an estimated effective yield to maturity basis. Management estimates the current yield on the amortized
cost of the investment based on estimated cash flows after considering prepayment and credit loss experience.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | Rental incomeWe generate rental income from tenant rent and other tenant-related activities at our consolidated real estate properties. For multi-family real estate
properties, rental income is recorded when due from residents and recognized monthly as it is earned and realizable, under lease terms which are generally for periods of one year or less. For retail and office real estate properties, rental income
is recognized on a straight-line basis from the later of the date of the commencement of the lease or the date of acquisition of the property subject to existing leases, which averages minimum rents over the terms of the leases. Leases also
typically provide for tenant reimbursement of a portion of common area maintenance and other operating expenses to the extent that a tenants pro rata share of expenses exceeds a base year level set in the lease.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3) | Fee and other incomeWe generate fee and other income through our various subsidiaries by providing (a) ongoing asset management services to investment portfolios under
cancelable management agreements and (b) providing or arranging to provide financing to our borrowers. We recognize revenue for these activities when the fees are fixed or determinable, are evidenced by an arrangement, collection is reasonably
assured and the services under the arrangement have been provided. Asset management fees are an administrative cost of a securitization entity and are paid by the administrative trustee on behalf of its investors. These asset management fees are
recognized when earned. Asset management fees from consolidated CDOs are eliminated in consolidation. During the three-month periods ended June 30, 2009 and 2008, we earned $3,900 and $6,710, respectively, of asset management fees, of which we
eliminated $2,021 and $4,172, respectively, upon consolidation of CDOs of which we are the primary beneficiary. During the six-month periods ended June 30, 2009 and 2008, we earned $8,877 and $14,793, respectively, of asset management fees, of
which we eliminated $4,877 and $8,561, respectively, upon consolidation of CDOs of which we are the primary beneficiary.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

h. Derivative
Instruments

We may use derivative financial instruments to hedge all or a portion of the interest rate risk associated with our
borrowings. Certain of the techniques used to hedge exposure to interest rate fluctuations may also be used to protect against declines in the market value of assets that result from general trends in debt markets. The principal objective of such
agreements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions.

In accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted, or SFAS No. 133, we measure each
derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record such amounts in our consolidated balance sheet as either an asset or liability. For derivatives designated as fair value
hedges, derivatives not designated as hedges, or for derivatives designated as cash flow hedges associated with debt for which we elected the fair value option under SFAS No. 159, the changes in fair value of the derivative instrument are
recorded in earnings. For derivatives designated as cash flow hedges, the changes in the fair value of the effective portions of the derivative are reported in other comprehensive income. Changes in the ineffective portions of cash flow hedges
are recognized in earnings.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



i. Fair Value of Financial Instruments

Effective January 1, 2008, we adopted Statement of Financial Accounting Standards No. 157, Fair Value Measurements, or SFAS
No. 157, which requires additional disclosures about our assets and liabilities that we measure at fair value. As defined in SFAS No. 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not
available, valuation models are applied. These valuation techniques involve management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments complexity for
disclosure purposes. Assets and liabilities recorded at fair value in the consolidated balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined in SFAS
No. 157 and directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, are as follows:



| |  |  | Level 1: Valuations are based on unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of
assets carried at level 1 fair value generally are equity securities listed in active markets. As such, valuations of these investments do not entail a significant degree of judgment.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Level 2: Valuations are based on quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in
markets that are not active or for which all significant inputs are observable, either directly or indirectly.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Fair value
assets and liabilities that are generally included in this category are unsecured REIT note receivables, commercial mortgage-backed securities, or CMBS, receivables and certain financial instruments classified as derivatives where the fair value is
based on observable market inputs.



| |  |  | Level 3: Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the
asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety
falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment,
and considers factors specific to the asset. Generally, assets and liabilities carried at fair value and included in this category are trust preferred securities, or TruPS, and subordinated debentures, trust preferred obligations and CDO notes
payable where observable market inputs do not exist.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The availability of observable inputs can vary depending on the
financial asset or liability and is affected by a wide variety of factors, including, for example, the type of investment, whether the investment is new, whether the investment is traded on an active exchange or in the secondary market, and the
current market condition. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us
in determining fair value is greatest for instruments categorized in level 3.

Fair value is a market-based measure considered from the
perspective of a market participant who holds the asset or owes the liability rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, our own assumptions are set to reflect those that management
believes market participants would use in pricing the asset or liability at the measurement date. We use prices and inputs that management believes are current as of the measurement date, including during periods of market dislocation. In periods of
market dislocation, the observability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be transferred from Level 1 to Level 2 or Level 2 to Level 3.

Many financial instruments have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that we and others are
willing to pay for an asset. Ask prices represent the lowest price that we and others are willing to accept for an asset. For financial instruments whose inputs are based on bid-ask prices, we do not require that fair value always be a predetermined
point in the bid-ask range. Our policy is to allow for mid-market pricing and adjusting to the point within the bid-ask range that results in our best estimate of fair value.

Fair value for certain of our Level 3 financial instruments is derived using internal valuation models. These internal valuation models include discounted
cash flow analyses developed by management using current interest rates, estimates of the term of the particular instrument, specific issuer information and other market data for securities without an active market. In accordance with SFAS
No. 157, the impact of our own credit spreads is also considered when measuring the fair value of financial assets or liabilities, including derivative contracts. Where appropriate, valuation adjustments are made to account for various factors,
including bid-ask spreads, credit quality and market liquidity. These adjustments are



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



applied on a consistent basis and are based on observable inputs where available. Managements estimate of fair value requires significant management
judgment and is subject to a high degree of variability based upon market conditions, the availability of specific issuer information and managements assumptions.

j. Income Taxes

RAIT and Taberna have each elected to be taxed as a REIT and to comply with
the related provisions of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code. Accordingly, we generally will not be subject to U.S. federal income tax to the extent of our distributions to shareholders and as long as certain
asset, income and share ownership tests are met. If we were to fail to meet these requirements, we would be subject to U.S. federal income tax, which could have a material adverse impact on our results of operations and amounts available for
distributions to our shareholders. Management believes that all of the criteria to maintain RAITs and Tabernas REIT qualification have been met for the applicable periods, but there can be no assurance that these criteria will continue
to be met in subsequent periods.

We maintain various taxable REIT subsidiaries, or TRSs, which may be subject to U.S. federal, state and
local income taxes and foreign taxes. Current and deferred taxes are provided on the portion of earnings (losses) recognized by us with respect to our interest in domestic TRSs. Deferred income tax assets and liabilities are computed based on
temporary differences between our GAAP consolidated financial statements and the federal and state income tax basis of assets and liabilities as of the consolidated balance sheet date. We evaluate the realizability of our deferred tax assets (e.g.,
net operating loss and capital loss carryforwards) and recognize a valuation allowance if, based on the available evidence, it is more likely than not that some portion or all of our deferred tax assets will not be realized. When evaluating the
realizability of our deferred tax assets, we consider estimates of expected future taxable income, existing and projected book/tax differences, tax planning strategies available, and the general and industry specific economic outlook. This
realizability analysis is inherently subjective, as it requires management to forecast our business and general economic environment in future periods. Changes in estimate of deferred tax asset realizability, if any, are included in income tax
expense on the consolidated statements of operations.

From time to time, our TRSs generate taxable income from intercompany transactions.
The TRS entities generate taxable revenue from fees for services provided to CDO entities. Some of these fees paid to the TRS entities are capitalized as deferred financing costs by the CDO entities. Certain CDO entities may be consolidated in our
financial statements pursuant to FASB Interpretation No. 46R, Consolidation of Variable Interest Entitiesan Interpretation of ARB No. 51, or FIN 46R. In consolidation, these fees are eliminated when the CDO entity is
included in the consolidated group. Nonetheless, all income taxes are accrued by the TRSs in the year in which the taxable revenue is received. These income taxes are not eliminated when the related revenue is eliminated in consolidation.

Certain TRS entities are domiciled in the Cayman Islands and, accordingly, taxable income generated by these entities may not be subject
to local income taxation, but generally will be included in our income on a current basis, whether or not distributed. Upon distribution of any previously included income, no incremental U.S. federal, state, or local income taxes would be payable by
us.

The TRS entities may be subject to tax laws that are complex and potentially subject to different interpretations by the taxpayer and
the relevant governmental taxing authorities. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws. Actual income taxes paid may vary from estimates
depending upon changes in income tax laws, actual results of operations, and the final audit of tax returns by taxing authorities. Tax assessments may arise several years after tax returns have been filed. We and Taberna review the tax balances of
our TRS entities quarterly and as new information becomes available, the balances are adjusted as appropriate.

Certain TRS entities are
currently subject to ongoing tax examinations and assessments in various jurisdictions. The IRS has completed its examination of Taberna Funding LLCs federal income tax returns for the 2007 tax year. No adjustments were made by the IRS. The
IRS is currently examining Taberna Capital Management LLCs, or TCMs, federal income tax returns for the 2006 tax year. TCM, a wholly owned subsidiary, engaged the services of Taberna Capital (Bermuda), Ltd., or TCB, to provide various
sub-advisory services in connection with TCMs management of various CDOs. Pursuant to a transfer pricing study prepared by an international accounting firm, TCM deducted the costs paid to TCB for their services from its income for federal
income tax purposes. In connection with an audit of TCM, the IRS has challenged the transfer pricing methodology applied by TCM. Although the IRS has not issued a notice of proposed adjustment, if it disallows any portion of TCMs deductions
for 2006, it is likely that the IRS could make similar claims for years subsequent to 2006. The amount deducted by TCM under this transfer pricing methodology during the year ended December 31, 2006 was $8,182. Management believes it has
complied with the requirements outlined in the Internal Revenue Code and believes that its position will be sustained based on its technical merits.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



k. Recent Accounting Pronouncements

On January 1, 2009, we adopted Statement of Financial Accounting Standards No. 141R which replaces SFAS No. 141, Business
Combinations, or SFAS No. 141R. Among other things, SFAS No. 141R broadens the scope of SFAS No. 141 to include all transactions where an acquirer obtains control of one or more other businesses; retains the guidance to
recognize intangible assets separately from goodwill; requires, with limited exceptions, that all assets acquired and liabilities assumed, including certain of those that arise from contractual contingencies, be measured at their acquisition date
fair values; requires most acquisition and restructuring-related costs to be expensed as incurred; requires that step acquisitions, once control is acquired, be recorded at the full amounts of the fair values of the identifiable assets, liabilities
and the noncontrolling interest in the acquiree; and replaces the reduction of asset values and recognition of negative goodwill with a requirement to recognize a gain in earnings. The adoption of SFAS No. 141R did not have any effect on our
historical financial statements. See Note 5 for the application of this standard to transactions that occurred during the six-month period ended June 30, 2009.

On January 1, 2009, we adopted Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of Accounting Research Bulletin
No. 51, or SFAS No. 160. SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent
and to the noncontrolling interest, changes in a parents ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that
clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. Upon adoption, we reclassified amounts in our historical balance sheet financial statement caption minority interests to
the new caption promulgated by SFAS No. 160, noncontrolling interests. The new caption is presented within equity on the consolidated balance sheet. Furthermore, the allocation of any net income to noncontrolling interests is also
presented in our consolidated statements of operations, however it is presented below net income. Upon adoption, all prior periods presented were reclassified to be comparable to the current period presentation.

On January 1, 2009, we adopted Statement of Financial Accounting Standards No. 161, Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of SFAS No. 133, or SFAS No. 161. SFAS No. 161 requires enhanced disclosure related to derivatives and hedging activities and thereby seeks to improve the transparency of financial reporting. Under
SFAS No. 161, entities are required to provide enhanced disclosures relating to: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedge items are accounted for under SFAS No. 133
and its related interpretations; and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance and cash flows. The adoption of SFAS No. 161 did not have a material effect on
our financial statements. See Note 7 for disclosures required by SFAS No. 161.

On January 1, 2009, we adopted Financial
Accounting Standards Board, or FASB, Staff Position, or FSP, Accounting Principles Board 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement), or FSP APB 14-1,
which clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. FSP APB 14-1 requires issuers to account separately for the liability and equity components of certain
convertible debt instruments in a manner that reflects the issuers nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The equity component is presented in shareholders equity and the accretion of the
resulting discount on the debt is recognized as part of interest expense in the consolidated statement of operations. FSP APB 14-1 requires retrospective application to the terms of instruments as they existed for all periods presented. Upon
adoption, we recorded a discount on our issued and outstanding convertible senior notes of $1,996. This discount reflects the fair value of the embedded conversion option within the convertible debt instruments and was recorded as an increase to
additional paid in capital. The fair value was calculated by discounting the cash flows required in our convertible debt agreement by a discount rate that represents managements estimate of our senior, unsecured, non-convertible debt borrowing
rate at the time when the convertible senior notes were issued. The discount will be amortized to interest expense through April 15, 2012, the date at which holders of our convertible senior notes could require repayment. Upon adoption, all
prior periods were restated to reflect the retrospective application of FSP APB 14-1 to all prior periods. The cumulative amortization of the discount recorded was $607 through December 31, 2008. The amortization recorded during the three-month
periods ended June 30, 2009 and 2008 was $97 and $91, respectively. The amortization recorded during the six-month periods ended June 30, 2009 and 2008 was $191 and $179, respectively.

On January 1, 2009, we adopted FSP No. 140-3, Accounting for Transfers of Financial Assets and Repurchase Financing Transactions,
or FSP No. 140-3. FSP No. 140-3 provides guidance on accounting for a transfer of a financial asset and a repurchase financing. FSP No. 140-3 presumes that an initial transfer of a financial asset and a repurchase financing are
considered part of the same arrangement (linked transaction) under SFAS No. 140. However, if certain criteria are met, the initial transfer and repurchase financing are not evaluated as a linked transaction and shall be evaluated separately
under SFAS No. 140. FSP No. 140-3 is effective for fiscal years beginning after November 15, 2008. The adoption of FSP No. 140-3 did not have a material effect on our consolidated financial statements.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



On January 1, 2009, we adopted FSP EITF 03-6-1, Determining Whether Instruments Granted in
Share-Based Payments Transactions are Participating Securities, or FSP EITF 03-6-1. FSP EITF 03-6-1 clarifies whether instruments granted in share-based payment transactions should be included in the computation of earnings per share using the
two-class method prior to vesting. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Upon adoption, we classified unvested restricted shares issued under our 2008 Equity
Compensation plan as participating securities. These unvested restricted shares participate equally in dividends and earnings with all of our outstanding common shares. We retrospectively applied the requirements of this standard to all prior
periods by including 225,440 unvested restricted shares in the computation of our basic earnings per share for the three-month and six-month periods ended June 30, 2008. Prior to this standard, unvested restricted shares were only included in
our diluted earnings per share computation under the treasury stock method. The adoption of FSP EITF 03-6-1 resulted in a decrease of $0.02 total earnings per share  basic and a decrease of $0.01 total earnings per share  diluted for the
three-month period ended June 30, 2008 and a decrease of $0.03 total earnings per share  basic and diluted for the six-month period ended June 30, 2008.

Our adoption of SFAS No. 160, FSP APB 14-1 and FSP EITF 03-6-1 required the retrospective application of the requirements to all prior periods presented. As a result, columns related to all prior periods are now
labeled As revised.

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments, or FSP FAS No. 115-2 and FAS 124-2. This FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the
presentation and disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity
securities. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of FSP FAS No. 115-2 and FAS 124-2 did not have
a material effect on our consolidated financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments, or FSP FAS No. 107-1 and APB 28-1. This FSP amends Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, to
require disclosures about the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial
Reporting, to require those disclosures in summarized financial information at interim reporting periods. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009 if a company also elects to early adopt FSP FAS 115-2 and FAS 124-2. The adoption of FSP FAS No. 107-1 and APB 28-1 did not have a material effect on our consolidated financial statements. See Note 8 for
disclosures required by FSP FAS No. 107-1 and APB 28-1.

In April 2009, the FASB issued FSP FAS No. 157- 4, Determining
Fair Value When the Volume and Level of Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions that are Not Orderly, or FSP FAS No. 157-4. FSP FAS No. 157-4 amends SFAS No. 157 to provide
additional guidance on estimating fair value when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. This FSP also provides additional
guidance on circumstances that may indicate that a transaction is not orderly. FSP FAS No. 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of FSP FAS No. 157-4 did not have a
material effect on our consolidated financial statements.

In May 2009, the FASB issued Statement of Financial Accounting Standards
No. 165, Subsequent Events, or SFAS No. 165 which codifies the guidance regarding the disclosure of events occurring subsequent to the balance sheet date. SFAS No. 165 does not change the definition of a subsequent
event (i.e. an event or transaction that occurs after the balance sheet date but before the financial statements are issued) but requires disclosure of the date through which subsequent events were evaluated when determining whether adjustment
to or disclosure in the financial statements is required. SFAS No. 165 was effective for us for the three-month period ended June 30, 2009. For the three-month period ended June 30, 2009, we evaluated subsequent events through
August 7, 2009 and provided the appropriate disclosures on subsequent events identified. The adoption of SFAS No. 165 did not have a material effect on our consolidated financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial
Assets  an amendment of FASB Statement No. 140, or SFAS No. 166, and Statement of Financial Accounting Standards No. 167, Amendments to FASB Interpretation No. 46(R), or SFAS No. 167, which
change the accounting for securitizations and VIEs.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



SFAS No. 166 will eliminate the concept of a QSPE, change the requirements for
derecognizing financial assets, and require additional disclosures about transfers of financial assets, including securitization transactions and continuing involvement with transferred financial assets. SFAS No. 167 will change the
determination of when a VIE should be consolidated. Under SFAS No. 167, the determination of whether to consolidate a VIE is based on the power to direct the activities of the VIE that most significantly impact the VIEs economic
performance together with either the obligation to absorb losses or the right to receive benefits that could be significant to the VIE, as well as the VIEs purpose and design. Both SFAS No. 166 and 167 are effective for fiscal years
beginning after November 15, 2009. Management is currently evaluating the impact that SFAS No. 166 and 167 may have on our consolidated financial statements.

NOTE 3: INVESTMENTS IN LOANS

Our investments in mortgages and loans are accounted for at amortized
cost.

Investments in Commercial Mortgages, Mezzanine Loans, Other Loans and Preferred Equity Interests

The following table summarizes our investments in commercial mortgages, mezzanine loans, other loans and preferred equity interests as of June 30,
2009:



|                           |  |                        |           |   |                                |   |        |                |  |   |                |   |                        |     |  |                        |   |  |                        
|-------------------------- |  | ---------------------- | --------- | - | ------------------------------ | - | ------ | -------------- |  | - | -------------- | - | ---------------------- | --- |  | ---------------------- | - |  | -----------------------
|                           |  | UnpaidPrincipalBalance |           |   | Unamortized(Discounts)Premiums |   |        | CarryingAmount |  |   | Number ofLoans |   | Weighted-AverageCoupon |     |  | Range ofMaturity Dates
|Commercial mortgages       |  | $                      | 938,426   |   |                                | $ |       |                |  | $ | 938,426        |   |                        | 62  |  | 7.5                    | % |  | Aug. 2009 to Mar. 2016 
|Mezzanine loans            |  |                        | 440,497   |   |                                |   | (2,723 | )              |  |   | 437,774        |   |                        | 133 |  | 10.0                   | % |  | Aug. 2009 to Aug. 2021 
|Other loans                |  |                        | 128,760   |   |                                |   | (2,369 | )              |  |   | 126,391        |   |                        | 9   |  | 5.2                    | % |  | Apr. 2010 to Oct. 2016 
|Preferred equity interests |  |                        | 146,154   |   |                                |   |       |                |  |   | 146,154        |   |                        | 29  |  | 11.8                   | % |  | Aug. 2009 to Sept. 2021
|                           |  |                        |           |   |                                |   |        |                |  |   |                |   |                        |     |  |                        |   |  |                        
|Total                      |  |                        | 1,653,837 |   |                                |   | (5,092 | )              |  |   | 1,648,745      |   |                        | 233 |  | 8.4                    | % |  |                        
|                           |  |                        |           |   |                                |   |        |                |  |   |                |   |                        |     |  |                        |   |  |                        
|Deferred fees              |  |                        | (4,055    | ) |                                |   |       |                |  |   | (4,055         | ) |                        |     |  |                        |   |  |                        
|                           |  |                        |           |   |                                |   |        |                |  |   |                |   |                        |     |  |                        |   |  |                        
|Total                      |  | $                      | 1,649,782 |   |                                | $ | (5,092 | )              |  | $ | 1,644,690      |   |                        |     |  |                        |   |  |                        
|                           |  |                        |           |   |                                |   |        |                |  |   |                |   |                        |     |  |                        |   |  |                        

The following table summarizes the delinquency statistics of our commercial mortgages, mezzanine
loans, other loans and preferred equity interests as of June 30, 2009 and December 31, 2008:



|                                         |  |                   |         |                       |   |        
|---------------------------------------- |  | ----------------- | ------- | --------------------- | - | -------
|Delinquency Status                       |  | As ofJune 30,2009 |         | As ofDecember 31,2008
|30 to 59 days                            |  | $                 | 3,928   |                       | $ | 610    
|60 to 89 days                            |  |                   | 10,729  |                       |   | 8,360  
|90 days or more                          |  |                   | 89,136  |                       |   | 95,523 
|In foreclosure or bankruptcy proceedings |  |                   | 54,805  |                       |   | 101,054
|                                         |  |                   |         |                       |   |        
|Total                                    |  | $                 | 158,598 |                       | $ | 205,547
|                                         |  |                   |         |                       |   |        

As of June 30, 2009 and December 31, 2008, approximately $171,809 and $186,040,
respectively, of our commercial mortgages and mezzanine loans were on non-accrual status and had a weighted-average interest rate of 11.0% and 12.1%, respectively.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



Investments in Residential Mortgages and Mortgage-Related Receivables

The following tables summarize our investments in residential mortgages and mortgage-related receivables as of June 30, 2009:



|                     |  |                        |           |                       |   |         |                |  |                                               |           |                              |       |  |                                 |   |  |               
|-------------------- |  | ---------------------- | --------- | --------------------- | - | ------- | -------------- |  | --------------------------------------------- | --------- | ---------------------------- | ----- |  | ------------------------------- | - |  | --------------
|                     |  | UnpaidPrincipalBalance |           | Unamortized(Discount) |   |         | CarryingAmount |  | Number ofLoans andMortgage-RelatedReceivables |           | Weighted-AverageInterestRate |       |  | AverageContractualMaturity Date
|3/1 Adjustable rate  |  | $                      | 84,974    |                       | $ | (354    | )              |  | $                                             | 84,620    |                              | 230   |  | 5.6                             | % |  | August 2035   
|5/1 Adjustable rate  |  |                        | 2,754,530 |                       |   | (7,771  | )              |  |                                               | 2,746,759 |                              | 5,725 |  | 5.6                             | % |  | September 2035
|7/1 Adjustable rate  |  |                        | 473,431   |                       |   | (1,886  | )              |  |                                               | 471,545   |                              | 1,039 |  | 5.7                             | % |  | July 2035     
|10/1 Adjustable rate |  |                        | 52,482    |                       |   | (317    | )              |  |                                               | 52,165    |                              | 60    |  | 5.7                             | % |  | June 2035     
|                     |  |                        |           |                       |   |         |                |  |                                               |           |                              |       |  |                                 |   |  |               
|Total                |  | $                      | 3,365,417 |                       | $ | (10,328 | )              |  | $                                             | 3,355,089 |                              | 7,054 |  | 5.6                             | % |  |               
|                     |  |                        |           |                       |   |         |                |  |                                               |           |                              |       |  |                                 |   |  |               

Our residential mortgages and mortgage-related receivables are pledged as collateral in mortgage
securitizations. These mortgage securitizations have issued mortgage-backed securities to finance these obligations with a principal balance outstanding of $3,164,863 and $3,388,199 as of June 30, 2009 and December 31, 2008, respectively.
These securitization transactions occurred after the residential mortgages were acquired in whole-loan portfolio transactions. In each of these residential mortgage securitizations, we retained all of the subordinated and non-rated mortgage-backed
securities issued. These securitization entities are non-qualified special purpose entities and are considered VIEs. Because we retained all of the subordinated and non-rated residential mortgage-backed securities, or RMBS, issued, we are the
primary beneficiary of these entities and consolidate each of the residential mortgage securitization trusts. As of June 30, 2009 and December 31, 2008, approximately 45.8% and 45.3%, respectively, of our residential mortgage loans were in
the state of California.

On July 16, 2009, we sold all of our interests in our residential mortgage portfolio. See Note 14:
Subsequent Events for further disclosure.

The following table summarizes the delinquency statistics of our residential
mortgages and mortgage-related receivables as of June 30, 2009 and December 31, 2008:



|                                              |  |                   |         |                       |   |        
|--------------------------------------------- |  | ----------------- | ------- | --------------------- | - | -------
|Delinquency Status                            |  | As ofJune 30,2009 |         | As ofDecember 31,2008
|30 to 59 days                                 |  | $                 | 62,571  |                       | $ | 68,239 
|60 to 89 days                                 |  |                   | 40,892  |                       |   | 42,148 
|90 days or more                               |  |                   | 113,700 |                       |   | 69,363 
|In foreclosure, bankrupt or real estate owned |  |                   | 217,228 |                       |   | 124,517
|                                              |  |                   |         |                       |   |        
|Total                                         |  | $                 | 434,391 |                       | $ | 304,267
|                                              |  |                   |         |                       |   |        

As of June 30, 2009 and December 31, 2008, residential mortgages and mortgage-related
receivables with an unpaid principal balance of $371,891 and $236,027, respectively, and a carrying amount of $370,380 and $231,044, respectively, were on non-accrual status and had a weighted-average coupon of 5.9% and 6.0%, respectively.

Allowance For Losses

We
maintain an allowance for losses on our investments in commercial mortgages, mezzanine loans, residential mortgages and mortgage-related receivables and other real estate related assets. Managements periodic evaluation of the adequacy of the
allowance is based upon expected and inherent risks in the portfolio, historical trends in adjustable rate residential mortgages (if applicable), the estimated value of underlying collateral, and current and expected future economic conditions.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



As of June 30, 2009 and December 31, 2008, we maintained an allowance for losses as
follows:



|                                                       |  |                   |         |                       |   |        
|------------------------------------------------------ |  | ----------------- | ------- | --------------------- | - | -------
|                                                       |  | As ofJune 30,2009 |         | As ofDecember 31,2008
|Commercial mortgages, mezzanine loans and other loans  |  | $                 | 108,842 |                       | $ | 117,737
|Residential mortgages and mortgage-related receivables |  |                   | 128,790 |                       |   | 54,236 
|                                                       |  |                   |         |                       |   |        
|Total allowance for losses                             |  | $                 | 237,632 |                       | $ | 171,973
|                                                       |  |                   |         |                       |   |        

The following table provides a roll-forward of our allowance for losses for the six-month period
ended June 30, 2009:



|                               |  |                                                    |         |   |                                                     |   |         |                                           |  |   |          |  
|------------------------------ |  | -------------------------------------------------- | ------- | - | --------------------------------------------------- | - | ------- | ----------------------------------------- |  | - | -------- | -
|                               |  | CommercialMortgages,Mezzanine Loansand Other Loans |         |   | ResidentialMortgages andMortgage-RelatedReceivables |   |         | For theSix-MonthPeriod EndedJune 30, 2009 | 
|Balance, December 31, 2008     |  | $                                                  | 117,737 |   |                                                     | $ | 54,236  |                                           |  | $ | 171,973  |  
|Additions                      |  |                                                    | 89,113  |   |                                                     |   | 96,487  |                                           |  |   | 185,600  |  
|Deductions for net charge-offs |  |                                                    | (98,008 | ) |                                                     |   | (21,933 | )                                         |  |   | (119,941 | )
|                               |  |                                                    |         |   |                                                     |   |         |                                           |  |   |          |  
|Balance, June 30, 2009         |  | $                                                  | 108,842 |   |                                                     | $ | 128,790 |                                           |  | $ | 237,632  |  
|                               |  |                                                    |         |   |                                                     |   |         |                                           |  |   |          |  

NOTE 4: INVESTMENTS IN SECURITIES

Our investments in securities and security-related receivables are accounted for at fair value. The following table summarizes our investments in
securities as of June 30, 2009:



|                                             |  |               |           |                          |   |          |                     |  |                       |         |  |                                 |   |  |     
|-------------------------------------------- |  | ------------- | --------- | ------------------------ | - | -------- | ------------------- |  | --------------------- | ------- |  | ------------------------------- | - |  | ----
|Investment Description                       |  | AmortizedCost |           | Net FairValueAdjustments |   |          | EstimatedFair Value |  | WeightedAverageCoupon |         |  | WeightedAverageYears toMaturity
|Trading securities                           |  |               |           |                          |   |          |                     |  |                       |         |  |                                 |   |  |     
|TruPS and subordinated debentures            |  | $             | 1,012,145 |                          | $ | (510,167 | )                   |  | $                     | 501,978 |  | 4.8                             | % |  | 27.2
|Other securities                             |  |               | 10,000    |                          |   | (9,600   | )                   |  |                       | 400     |  | 5.5                             | % |  | 43.4
|                                             |  |               |           |                          |   |          |                     |  |                       |         |  |                                 |   |  |     
|Total trading securities                     |  |               | 1,022,145 |                          |   | (519,767 | )                   |  |                       | 502,378 |  | 4.8                             | % |  | 27.2
|Available-for-sale securities                |  |               | 3,600     |                          |   | (3,420   | )                   |  |                       | 180     |  | 2.8                             | % |  | 33.4
|Security-related receivables                 |  |               |           |                          |   |          |                     |  |                       |         |  |                                 |   |  |     
|TruPS and subordinated debenture receivables |  |               | 116,416   |                          |   | (45,389  | )                   |  |                       | 71,027  |  | 6.5                             | % |  | 22.0
|Unsecured REIT note receivables              |  |               | 95,610    |                          |   | (20,965  | )                   |  |                       | 74,645  |  | 6.9                             | % |  | 6.9 
|CMBS receivables (1)                         |  |               | 125,629   |                          |   | (99,741  | )                   |  |                       | 25,888  |  | 2.8                             | % |  | 34.5
|Other securities                             |  |               | 43,484    |                          |   | (42,370  | )                   |  |                       | 1,114   |  | 2.9                             | % |  | 40.7
|                                             |  |               |           |                          |   |          |                     |  |                       |         |  |                                 |   |  |     
|Total security-related receivables           |  |               | 381,139   |                          |   | (208,465 | )                   |  |                       | 172,674 |  | 6.1                             | % |  | 17.5
|                                             |  |               |           |                          |   |          |                     |  |                       |         |  |                                 |   |  |     
|Total investments in securities              |  | $             | 1,406,884 |                          | $ | (731,652 | )                   |  | $                     | 675,232 |  | 5.1                             | % |  | 24.7
|                                             |  |               |           |                          |   |          |                     |  |                       |         |  |                                 |   |  |     



|(1) | CMBS receivables include securities with a fair value totaling $4,544 that are rated BBB+ and BB- by Standard & Poors and securities with a
fair value totaling $21,344 that are rated between AAA and A- by Standard & Poors.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A
substantial portion of our gross unrealized losses is greater than 12 months.

TruPS included above as trading securities include
(a) investments in TruPS issued by VIEs of which we are not the primary beneficiary and which we do not consolidate and (b) transfers of investments in TruPS securities to us that were accounted for as a sale pursuant to SFAS No. 140.
Subordinated debentures included above represent the primary assets of VIEs that we consolidate pursuant to FIN 46R.

As of June 30,
2009 and December 31, 2008, $128,125 and $413,625, respectively, in principal amount of TruPS, subordinated debentures and subordinated debenture receivables were on non-accrual status and had a weighted-average coupon of 5.2% and 7.0%,
respectively, and a fair value of $28,086 and $16,589, respectively. As of June 30, 2009, all available-for-sale securities that were on non-accrual status had an amortized cost of $0 and a fair value of $0.



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##### Table of Contents

RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



Some of our investments in securities collateralize debt issued through CDO entities. Our TruPS CDO
entities are static pools and prohibit, in most cases, the sale of such securities until the mandatory auction call period, typically 10 years from the CDO entitys inception. At or subsequent to the mandatory auction call date, the remaining
securities will be offered for sale and the proceeds will be used to repay outstanding indebtedness and liquidate the CDO entity. The assets of our consolidated CDOs collateralize the debt of such entities and are not available to our creditors. As
of June 30, 2009 and December 31, 2008, investment in securities of $974,429 and $3,204,360, respectively, in principal amount of TruPS and subordinated debentures, and $214,844 and $605,445, respectively, in principal amount of unsecured
REIT note receivables and CMBS receivables, collateralized the consolidated CDO notes payable of such entities. Some of these investments were eliminated upon the consolidation of various VIEs that we consolidate and the corresponding subordinated
debentures of the VIEs are included as assets in our consolidated balance sheets.

Deconsolidation of VIEs

We consolidate VIEs if we are determined to be the primary beneficiary, in accordance with FIN 46R. Specifically, we previously consolidated Taberna
Preferred Funding III, Ltd, Taberna Preferred Funding IV, Ltd., Taberna Preferred Funding VI, Ltd. and Taberna Preferred Funding VII, Ltd., four securitizations in which we were determined to be the primary beneficiary primarily due to our majority
ownership of the equity interests issued by the securitizations. On June 25, 2009, we sold all of our equity interests and a portion of our non-investment grade debt that we owned in these four securitizations and determined that we are no
longer the primary beneficiary of the securitizations and, therefore, we deconsolidated the securitizations in accordance with FIN 46R. We recorded losses on the deconsolidation of these VIEs of $313,808 in June 2009.

The following tables summarize the balance sheet and statement of operations of the deconsolidated VIEs as of the dates of their respective
deconsolidation on June 25, 2009 and their income statements for historical periods. The statements of operations for the respective VIEs are included in our consolidated statement of operations through June 25, 2009 whereas the assets of
the consolidated balance sheet below have been removed from our consolidated balance sheet as of June 30, 2009. The following table also describes the non-cash changes in our assets and liabilities during 2009 caused by the deconsolidation of
these VIEs.



|                                              |  |      |           |  
|--------------------------------------------- |  | ---- | --------- | -
|                                              |  | 2009 |          
|ASSETS:                                       |  |      |           |  
|Investments in securities, at fair value      |  | $    | 1,141,400 |  
|Investments in loans, net                     |  |      | 45,172    |  
|Accrued interest receivable                   |  |      | 33,973    |  
|Restricted cash                               |  |      | 6,777     |  
|Other assets                                  |  |      | 35        |  
|                                              |  |      |           |  
|Total assets                                  |  | $    | 1,227,357 |  
|                                              |  |      |           |  
|LIABILITIES:                                  |  |      |           |  
|CDO notes payable, at fair value              |  | $    | 345,631   |  
|TruPS obligations, at fair value              |  |      | 75,118    |  
|Accounts payable and accrued expenses         |  |      | 273       |  
|Accrued interest payable                      |  |      | 54,514    |  
|Derivative liabilities, at fair value         |  |      | 291,881   |  
|Other liabilities                             |  |      | 38        |  
|                                              |  |      |           |  
|Total liabilities                             |  |      | 767,455   |  
|Accumulated other comprehensive income (loss) |  |      | (28,195   | )
|Noncontrolling interests                      |  |      | 174,289   |  
|Investment from RAIT                          |  |      | 313,808   |  
|                                              |  |      |           |  
|Total liabilities and investment from RAIT    |  | $    | 1,227,357 |  
|                                              |  |      |           |  



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



|                                                    |  |                                        |          |   |      |   |         |  
|--------------------------------------------------- |  | -------------------------------------- | -------- | - | ---- | - | ------- | -
|                                                    |  | For the Six-MonthPeriods Ended June 30 |         
|                                                    |  | 2009                                   |          |   | 2008 |  
|Revenue:                                            |  |                                        |          |   |      |   |         |  
|Investment interest income                          |  | $                                      | 70,281   |   |      | $ | 89,168  |  
|Investment interest expense                         |  |                                        | (30,799  | ) |      |   | (53,560 | )
|                                                    |  |                                        |          |   |      |   |         |  
|Net interest margin                                 |  |                                        | 39,482   |   |      |   | 35,608  |  
|General and administrative expense                  |  |                                        | 830      |   |      |   | 852     |  
|Provision for losses                                |  |                                        | 5,279    |   |      |   | 2,085   |  
|                                                    |  |                                        |          |   |      |   |         |  
|Income before other income (expense)                |  |                                        | 33,373   |   |      |   | 32,671  |  
|Losses on deconsolidation of VIEs                   |  |                                        | (313,808 | ) |      |   |        |  
|Change in fair value of financial instruments       |  |                                        | (59,716  | ) |      |   | 209,098 |  
|                                                    |  |                                        |          |   |      |   |         |  
|Net income (loss)                                   |  |                                        | (340,151 | ) |      |   | 241,769 |  
|(Income) loss allocated to noncontrolling interests |  |                                        | 12,053   |   |      |   | (99,347 | )
|                                                    |  |                                        |          |   |      |   |         |  
|Net income (loss) allocable to common shares        |  | $                                      | (328,098 | ) |      | $ | 142,422 |  
|                                                    |  |                                        |          |   |      |   |         |  

Asset Impairments

Management evaluates investments in securities for impairment as events and circumstances warrant and concluded that certain of these securities were other than temporarily impaired as management does not expect full
recovery of our investment. Asset impairment expense of $46,015 was recorded for the three-month and six-month period ended June 30, 2009 related to available-for-sale securities and was included in asset impairments in our consolidated
statements of operations. Asset impairment expense of $9,627 and $11,814 was recorded for the three-month and six-month periods ended June 30, 2008, respectively, related to investments in securities and was included in asset impairment expense
in our consolidated statements of operations. These impairments reduced the amortized cost basis of these available-for-sale securities.

NOTE 5:
INVESTMENTS IN REAL ESTATE INTERESTS

As of June 30, 2009, we maintained investments in 31 consolidated real estate properties and
three parcels of land. As of December 31, 2008, we maintained investments in 15 consolidated real estate properties and two parcels of land.

The table below summarizes the book value amounts included in our financial statements for our investments in real estate interests:



|                                                |  |                   |         |   |                       |   |         |  
|----------------------------------------------- |  | ----------------- | ------- | - | --------------------- | - | ------- | -
|                                                |  | As ofJune 30,2009 |         |   | As ofDecember 31,2008 |  
|Multi-family real estate properties             |  | $                 | 425,557 |   |                       | $ | 225,054 |  
|Office real estate properties                   |  |                   | 138,918 |   |                       |   | 131,285 |  
|Retail real estate property                     |  |                   | 33,751  |   |                       |   |        |  
|Parcels of land                                 |  |                   | 22,208  |   |                       |   | 614     |  
|                                                |  |                   |         |   |                       |   |         |  
|Subtotal                                        |  |                   | 620,434 |   |                       |   | 356,953 |  
|Plus: Escrows and reserves                      |  |                   | 458     |   |                       |   | 4,091   |  
|Less: Accumulated depreciation and amortization |  |                   | (16,273 | ) |                       |   | (10,557 | )
|                                                |  |                   |         |   |                       |   |         |  
|Investments in real estate interests            |  | $                 | 604,619 |   |                       | $ | 350,487 |  
|                                                |  |                   |         |   |                       |   |         |  

During the six-month period ended June 30, 2009, we completed the conversion of 18 commercial
real estate loans to real estate owned properties. The 18 real estate properties are comprised of the following: 14 multi-family properties, one office property, one retail property, one parcel of land and a vacant building. We previously held
bridge or mezzanine loans with respect to these real estate properties.

On January 1, 2009, we adopted SFAS No. 141R, which
defines a business as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return directly to investors. All entities constituting a business (as defined) are subject to SFAS
No. 141R, including real estate acquisitions (generally limited to acquisitions of rental properties



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



with tenants in place, not vacant land or owner-occupied property). Of the 18 commercial real estate loans that were converted to real estate owned
properties, we determined that 16 properties met the criteria of a business as defined by SFAS No. 141R. These 16 properties are comprised of the 14 multi-family properties, one office property and one retail property. The parcel of land and
vacant building did not meet the criteria of a business as defined under SFAS No. 141R. We accounted for the conversion of these two properties in accordance with SFAS No. 144 Accounting for Impairment or Disposal of Long-Lived
Assets, or SFAS No. 144.

Real estate interests accounted for under SFAS No. 141R

The following table summarizes the aggregate estimated fair value of the net assets acquired and liabilities assumed during the six-month period ended
June 30, 2009, on the respective date of each conversion, for the real estate interests accounted for under SFAS No. 141R.



|                                            |  |                     |        
|------------------------------------------- |  | ------------------- | -------
|Description                                 |  | EstimatedFair Value
|Assets acquired:                            |  |                     |        
|Investments in real estate interests        |  | $                   | 227,188
|Cash and cash equivalents                   |  |                     | 1,170  
|Restricted cash                             |  |                     | 3,241  
|Other assets                                |  |                     | 582    
|Goodwill                                    |  |                     |       
|                                            |  |                     |        
|Total assets acquired                       |  |                     | 232,181
|Liabilities assumed:                        |  |                     |        
|Accounts payable and accrued expenses       |  |                     | 1,193  
|Other liabilities                           |  |                     | 796    
|                                            |  |                     |        
|Total liabilities assumed                   |  |                     | 1,989  
|                                            |  |                     |        
|Estimated fair value of net assets acquired |  | $                   | 230,192
|                                            |  |                     |        

The following table summarizes the consideration transferred to acquire the real estate properties
and the amounts of identified assets acquired and liabilities assumed at the respective conversion date:



|                                              |  |                     |        
|--------------------------------------------- |  | ------------------- | -------
|Description                                   |  | EstimatedFair Value
|Fair value of consideration transferred:      |  |                     |        
|Commercial real estate loans                  |  | $                   | 222,769
|Other considerations                          |  |                     | 7,577  
|                                              |  |                     |        
|Total fair value of consideration transferred |  | $                   | 230,346
|                                              |  |                     |        

Unaudited pro forma information relating to the acquisition of these real estate properties is
presented below as if the conversion occurred on January 1, 2008 and 2009. These pro forma results are not necessarily indicative of the results which actually would have occurred if the acquisition had occurred on the first day of the periods
presented, nor does the pro forma financial information purport to represent the results of operations for future periods:



|                                                          |  |                                           |          |   |                                           |   |        
|--------------------------------------------------------- |  | ----------------------------------------- | -------- | - | ----------------------------------------- | - | -------
|Description                                               |  | For theSix-MonthPeriod EndedJune 30, 2009 |          |   | For theSix-MonthPeriod EndedJune 30, 2008
|Total revenue, as reported                                |  | $                                         | 121,984  |   |                                           | $ | 128,190
|Pro forma revenue                                         |  |                                           | 127,171  |   |                                           |   | 140,760
|Net income (loss) allocable to common shares, as reported |  |                                           | (432,099 | ) |                                           |   | 244,387
|Pro forma net income (loss) allocable to common shares    |  |                                           | (432,992 | ) |                                           |   | 243,441

These amounts have been calculated after adjusting the results of the acquired businesses to
reflect the additional depreciation that would have been charged assuming the fair value adjustments to our investments in real estate interests had been applied from January 1, 2008 and 2009, respectively, together with the consequential tax
effects.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



During the six-month period ended June 30, 2009, these investments contributed revenue of $6,386
and a net loss of $902 to us. During the six-month period ended June 30, 2009, we incurred $154 of third-party acquisition-related costs, which are included in general and administrative expenses in our consolidated statement of operations.

We have not yet completed the process of estimating the fair value of assets acquired and liabilities assumed. Accordingly, our
preliminary estimates and the allocation of the purchase price to the assets acquired and liabilities assumed may change as we complete the process. We expect to finalize the allocation of the purchase price during the third quarter of 2009. In
accordance with SFAS No. 141R, changes, if any, to the preliminary estimates and allocation will be reported in our financial statements retrospectively.

Real estate interests accounted for under SFAS No. 144

During the six-month period ended June 30, 2009, we
completed the conversion of one parcel of land and a vacant building to real estate owned properties. We previously held bridge or mezzanine loans with respect to these real estate properties. We accounted for these conversions in accordance with
SFAS No. 144. On the respective date of each conversion, the parcel of land had a fair value of $21,595 and the vacant building had a fair value of $15,500. As of June 30, 2009, we have classified the vacant building as assets
held-for-sale and reported the net loss from this entity as a component of discontinued operations for the six-month period ended June 30, 2009.

NOTE 6: INDEBTEDNESS

We maintain various forms of short-term and long-term financing arrangements. Generally, these
financing agreements are collateralized by assets within CDOs or mortgage securitizations. The following table summarizes our indebtedness as of June 30, 2009:



|                                                 |  |                        |           |                |   |                    |  |                               |  |     |                     |  |             
|------------------------------------------------ |  | ---------------------- | --------- | -------------- | - | ------------------ |  | ----------------------------- |  | --- | ------------------- |  | ------------
|Description                                      |  | UnpaidPrincipalBalance |           | CarryingAmount |   | Interest RateTerms |  | Weighted-AverageInterest Rate |  |     | ContractualMaturity
|Secured credit facilities and other indebtedness |  | $                      | 182,779   |                | $ | 161,731            |  | 2.3% to 13.0%                 |  | 5.6 | %                   |  | 2009 to 2037
|Mortgage-backed securities issued (1)(2)(3)      |  |                        | 3,164,863 |                |   | 3,145,614          |  | 3.0% to 5.8%                  |  | 5.0 | %                   |  | 2035        
|Trust preferred obligations (4)                  |  |                        | 136,125   |                |   | 78,292             |  | 1.0% to 8.8%                  |  | 2.3 | %                   |  | 2036        
|CDO notes payableamortized cost (1)(5)          |  |                        | 1,404,750 |                |   | 1,404,750          |  | 0.6% to 3.3%                  |  | 0.8 | %                   |  | 2036 to 2045
|CDO notes payablefair value (1)(4)(6)           |  |                        | 1,191,338 |                |   | 151,030            |  | 1.3% to 5.9%                  |  | 1.6 | %                   |  | 2035 to 2038
|Convertible senior notes (7)                     |  |                        | 378,643   |                |   | 377,446            |  | 6.9%                          |  | 6.9 | %                   |  | 2027        
|                                                 |  |                        |           |                |   |                    |  |                               |  |     |                     |  |             
|Total indebtedness                               |  | $                      | 6,458,498 |                | $ | 5,318,863          |  |                               |  | 3.5 | %                   |  |             
|                                                 |  |                        |           |                |   |                    |  |                               |  |     |                     |  |             



|(1) | Excludes mortgage-backed securities and CDO notes payable purchased by us which are eliminated in consolidation.
|--- | ----------------------------------------------------------------------------------------------------------------

|(2) | Collateralized by $3,365,417 principal amount of residential mortgages and mortgage-related receivables. These obligations were issued by separate legal entities and consequently
the assets of the special purpose entities that collateralize these obligations are not available to our creditors.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Rates generally follow the terms of the underlying mortgages, which are fixed for a period of time and variable thereafter.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(4) | Relates to liabilities which we elected to record at fair value under SFAS No. 159.
|--- | -----------------------------------------------------------------------------------

|(5) | Collateralized by $1,776,232 principal amount of commercial mortgages, mezzanine loans, other loans and preferred equity interests. These obligations were issued by separate legal
entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Collateralized by $1,475,476 principal amount of investments in securities and security-related receivables and loans, before fair value adjustments. The fair value of these
investments as of June 30, 2009 was $807,745. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Our convertible senior notes are redeemable, at the option of the holder, in April 2012.
|--- | ----------------------------------------------------------------------------------------



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



The current status or activity in our financing arrangements occurring as of or during the six-month
period ended June 30, 2009 is as follows:

Secured Credit Facilities and Other Indebtedness

The following table summarizes our secured credit facilities and other indebtedness as of June 30, 2009:



|                                             |  |                        |         |                |   |                                      |  |      |                      |  |                       
|-------------------------------------------- |  | ---------------------- | ------- | -------------- | - | ------------------------------------ |  | ---- | -------------------- |  | ----------------------
|Description                                  |  | UnpaidPrincipalBalance |         | CarryingAmount |   | CurrentWeighted-AverageInterest Rate |  |      | Contractual Maturity
|Loans payable on real estate interests       |  | $                      | 58,346  |                | $ | 58,346                               |  | 4.8  | %                    |  | Apr. 2010 to Feb. 2016
|Secured credit facilities                    |  |                        | 53,494  |                |   | 53,494                               |  | 3.4  | %                    |  | Oct. 2009 to Feb. 2011
|Junior subordinated notes, at fair value (1) |  |                        | 38,051  |                |   | 17,003                               |  | 8.7  | %                    |  | 2035                  
|Junior subordinated notes, at amortized cost |  |                        | 25,100  |                |   | 25,100                               |  | 7.7  | %                    |  | 2037                  
|Term loan indebtedness (2)                   |  |                        | 7,731   |                |   | 7,731                                |  | 13.0 | %                    |  | Aug. 2010             
|Other indebtedness                           |  |                        | 57      |                |   | 57                                   |  | 5.4  | %                    |  | Aug. 2009             
|                                             |  |                        |         |                |   |                                      |  |      |                      |  |                       
|Total                                        |  | $                      | 182,779 |                | $ | 161,731                              |  | 5.6  | %                    |  |                       
|                                             |  |                        |         |                |   |                                      |  |      |                      |  |                       



|(1) | Relates to liabilities which we elected to record at fair value under SFAS No. 159.
|--- | -----------------------------------------------------------------------------------

|(2) | Unpaid principal balance was fully repaid in July 2009.
|--- | -------------------------------------------------------

Secured credit facilities.As of June 30, 2009, we have secured credit facilities with three financial institutions pursuant to which we have borrowed an aggregate amount of $53,494. One secured credit facility with an
unpaid principal balance of $21,314 matures in October 2009, one secured credit facility with an unpaid principal balance of $22,180 matures in April 2010 and one secured credit facility with an unpaid principal balance of $10,000 matures in
February 2011. Upon maturity, the amounts borrowed become due and payable. Our credit facilities are secured by commercial mortgages and mezzanine loans.

Mortgage-Backed Securities Issued

We finance our investments in residential mortgages through the issuance of
mortgage-backed securities by non-qualified special purpose securitization entities that are owner trusts. The mortgage-backed securities issued maintain the identical terms of the underlying residential mortgage loans with respect to maturity,
duration of the fixed-rate period and floating rate reset provision after the expiration of the fixed-rate period. Principal payments on the mortgage-backed securities issued are match-funded by the receipt of principal payments on the residential
mortgage loans. Although residential mortgage loans which have been securitized are consolidated on our balance sheet, the non-qualified special purpose entities that hold such residential mortgage loans are separate legal entities. Consequently,
the assets of these non-qualified special purpose entities collateralize the debt of such entities and are not available to our creditors. As of June 30, 2009 and December 31, 2008, $3,365,417 and $3,611,860, respectively, of principal
amount residential mortgages and mortgage-related receivables collateralized our mortgage-backed securities issued. During the three-month and six-month periods ended June 30, 2009, the non-qualified special purpose securitization entities
repaid $126,748 and $223,335, respectively, of mortgage-backed securities issued through proceeds received upon repayment of the underlying residential mortgages.

On July 16, 2009, we sold our residential mortgage portfolio. See Note 14 Subsequent Events for further disclosure.

CDO Notes Payable

CDO notes payable represent notes issued by CDO entities which are used to
finance the acquisition of TruPS, unsecured REIT notes, CMBS securities, commercial mortgages, mezzanine loans, and other loans. Generally, CDO notes payable are comprised of various classes of notes payable, with each class bearing interest at
variable or fixed rates.

CDO notes payable, at fair value.Several of our consolidated CDOs are failing
overcollateralization, or OC, trigger tests which cause a change to the priority of payments to the debt and equity holders of the respective securitizations. Upon the failure of an OC test, the indenture of each CDO requires cash flows that would
otherwise have been distributed to us as equity distributions, or in some cases interest payments on our retained CDO notes payable, to be used to pay down sequentially the outstanding principal balance of the most senior note holders. The OC tests
failures are due to defaulted collateral assets and credit risk securities. During the six-month period ended June 30, 2009, $28,222 of cash flows were re-directed from our retained interests in these CDOs and were used to repay the most senior
holders of our CDO notes payable.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



Convertible Senior Notes

On January 1, 2009, we adopted APB 14-1 and upon adoption, we recorded a retrospective discount on our issued and outstanding convertible senior notes of $1,996. This discount reflects the fair value of the
embedded conversion option within the convertible debt instruments and was recorded as an increase to additional paid in capital. The fair value was calculated by discounting the cash flows required in our convertible debt agreement by a discount
rate that represents managements estimate of our senior, unsecured, non-convertible debt borrowing rate at the time when the convertible senior notes were issued. The discount will be amortized to interest expense through April 15, 2012,
the date at which holders of our convertible senior notes could require repayment. Upon adoption, all prior periods were restated to reflect the retroactive adoption of APB 14-1 and total discount amortization recorded through December 31, 2008
was $607. As of June 30, 2009, we had an unpaid principal balance of $378,643 in convertible senior notes outstanding, as compared to $384,168 at December 31, 2008. See Debt Repurchases below.

Debt Repurchases

During the three-month
period ended June 30, 2009, we repurchased, from the market, a total of $13,025 in aggregate principal amount of CDO notes payable issued by RAIT CRE CDO I, Ltd and of our convertible senior notes. The aggregate purchase price was $680,
including $4 of accrued interest, and we recorded gains on extinguishment of debt of $12,349. During the six-month period ended June 30, 2009, we repurchased, from the market, a total of $52,525 in aggregate principal amount of CDO notes
payable issued by RAIT CRE CDO I, Ltd, RAIT Preferred Funding II, Ltd and of our convertible senior notes. The aggregate purchase price was $5,251, including $169 of accrued interest, and we recorded gains on extinguishment of debt of $47,556. On
July 31, 2009, we repurchased and subsequently cancelled $98,280 of our senior convertible notes. See Note 14 Subsequent Events for further disclosure.

NOTE 7: DERIVATIVE FINANCIAL INSTRUMENTS

We may use derivative financial instruments to hedge all or a portion of
the interest rate risk associated with our borrowings. The principal objective of such arrangements is to minimize the risks and/or costs associated with our operating and financial structure as well as to hedge specific anticipated transactions.
The counterparties to these contractual arrangements are major financial institutions with which we and our affiliates may also have other financial relationships. In the event of nonperformance by the counterparties, we are potentially exposed to
credit loss. However, because of the high credit ratings of the counterparties, we do not anticipate that any of the counterparties will fail to meet their obligations.

Cash Flow Hedges

We have entered into various interest rate swap contracts to hedge interest
rate exposure on floating rate indebtedness. We designate interest rate hedge agreements at inception and determine whether or not the interest rate hedge agreement is highly effective in offsetting interest rate fluctuations associated with the
identified indebtedness. At designation, certain of these interest rate swaps had a fair value not equal to zero. However, we concluded, at designation, that these hedging arrangements were highly effective during their term using regression
analysis and determined that the hypothetical derivative method would be used in measuring any ineffectiveness. At each reporting period, we update our regression analysis and, as of June 30, 2009, we concluded that these hedging arrangements
were highly effective during their remaining term and used the hypothetical derivative method in measuring the ineffective portions of these hedging arrangements.

Foreign Currency Derivatives

We have entered into various foreign currency derivatives to hedge our exposure to
changes in the value of a U.S. dollar as compared to foreign currencies, primarily the Euro. Our foreign currency derivatives are recorded at fair value in our financial statements, with changes in fair value recorded in earnings.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



The following table summarizes the aggregate notional amount and estimated net fair value of our
derivative instruments as of June 30, 2009 and December 31, 2008:



|                              |  |                     |           |            |                         |          |          |  |            |           |  |   |          |  
|----------------------------- |  | ------------------- | --------- | ---------- | ----------------------- | -------- | -------- |  | ---------- | --------- |  | - | -------- | -
|                              |  | As of June 30, 2009 |           |            | As of December 31, 2008 |         
|                              |  | Notional            |           | Fair Value |                         |          | Notional |  | Fair Value |          
|Cash flow hedges:             |  |                     |           |            |                         |          |          |  |            |           |  |   |          |  
|Interest rate swaps           |  | $                   | 1,885,057 |            | $                       | (202,871 | )        |  | $          | 3,685,692 |  | $ | (613,852 | )
|Interest rate caps            |  |                     | 36,000    |            |                         | 964      |          |  |            | 51,000    |  |   | 863      |  
|Basis swaps                   |  |                     |          |            |                         |         |          |  |            | 50,000    |  |   |         |  
|Foreign currency derivatives: |  |                     |           |            |                         |          |          |  |            |           |  |   |          |  
|Currency options              |  |                     |          |            |                         |         |          |  |            | 2,127     |  |   | 21       |  
|                              |  |                     |           |            |                         |          |          |  |            |           |  |   |          |  
|Net fair value                |  | $                   | 1,921,057 |            | $                       | (201,907 | )        |  | $          | 3,788,819 |  | $ | (612,968 | )
|                              |  |                     |           |            |                         |          |          |  |            |           |  |   |          |  

The following table summarizes the effect on income by derivative instrument type for the
following periods:



|                    |  |                                                                  |        |   |                                                                       |   |      |                                                                  |  |   |                                                                       |   |  |   |     |  
|------------------- |  | ---------------------------------------------------------------- | ------ | - | --------------------------------------------------------------------- | - | ---- | ---------------------------------------------------------------- |  | - | --------------------------------------------------------------------- | - |  | - | --- | -
|                    |  | For the Three-Month Period Ended June 30, 2009                   |        |   | For the Three-Month Period Ended June 30, 2008                        |  
|Type of Derivative  |  | AmountsReclassified toEarnings forEffectiveHedgesGains (Losses) |        |   | AmountsReclassified to
EarningsforHedgeIneffectivenessGains (Losses) |   |      | AmountsReclassified toEarnings forEffectiveHedgesGains (Losses) |  |   | AmountsReclassified toEarnings forHedgeIneffectivenessGains (Losses) |  
|Interest rate swaps |  | $                                                                | (689   | ) |                                                                       | $ | (240 | )                                                                |  | $ | (2,405                                                                | ) |  | $ | (62 | )
|Currency options    |  |                                                                  |       |   |                                                                       |   | (4   | )                                                                |  |   |                                                                      |   |  |   | (4  | )
|                    |  |                                                                  |        |   |                                                                       |   |      |                                                                  |  |   |                                                                       |   |  |   |     |  
|Total               |  | $                                                                | (689   | ) |                                                                       | $ | (244 | )                                                                |  | $ | (2,405                                                                | ) |  | $ | (66 | )
|                    |  |                                                                  |        |   |                                                                       |   |      |                                                                  |  |   |                                                                       |   |  |   |     |  
|                    |  |                                                                 
|                    |  | For the Six-Month Period Ended June 30, 2009                     |        |   | For the Six-Month Period Ended June 30, 2008                          |  
|Type of Derivative  |  | AmountsReclassified toEarnings forEffectiveHedgesGains (Losses) |        |   | AmountsReclassified toEarnings forHedgeIneffectivenessGains (Losses) |   |      | AmountsReclassified toEarnings forEffectiveHedgesGains (Losses) |  |   | AmountsReclassified toEarnings forHedgeIneffectivenessGains (Losses) |  
|                    |  |                                                                  |        |   |                                                                       |   |      |                                                                  |  |   |                                                                       |   |  |   |     |  
|Interest rate swaps |  | $                                                                | (3,044 | ) |                                                                       | $ | (465 | )                                                                |  | $ | (4,915                                                                | ) |  | $ | 10  |  
|Currency options    |  |                                                                  |       |   |                                                                       |   | (21  | )                                                                |  |   |                                                                      |   |  |   | 5   |  
|                    |  |                                                                  |        |   |                                                                       |   |      |                                                                  |  |   |                                                                       |   |  |   |     |  
|Total               |  | $                                                                | (3,044 | ) |                                                                       | $ | (486 | )                                                                |  | $ | (4,915                                                                | ) |  | $ | 15  |  
|                    |  |                                                                  |        |   |                                                                       |   |      |                                                                  |  |   |                                                                       |   |  |   |     |  

On January 1, 2008, we adopted SFAS No. 159 for certain of our CDO notes
payable. Upon the adoption of SFAS No. 159, hedge accounting for any previously designated cash flow hedges associated with these CDO notes payable was discontinued and all changes in fair value of these cash flow hedges are recorded in
earnings. As of June 30, 2009, the notional value associated with these cash flow hedges where hedge accounting was discontinued was $1,010,276 and had a liability balance with a fair value of $113,730. During the three-month periods ended
June 30, 2009 and 2008, the change in value of these hedges was an increase of $13,701 and an increase of $112,636, respectively. During the six-month periods ended June 30, 2009 and 2008, the change in value of these hedges was an
increase of $21,994 and a decrease of $31,800, respectively. The change in value of these hedges was recorded as a component of the change in fair value of financial instruments in our consolidated statement of operations.

During the three-month period ended June 30, 2009, cash flow hedges with a notional value of $1,801,445 and a liability fair value of $291,881 were
removed from our consolidated financial statements due to the deconsolidation of VIEs. See Note 4: Investments in Securities for further disclosure.

Amounts reclassified to earnings associated with effective cash flow hedges are reported in investment interest expense and the fair value of these hedge agreements is included in other assets or derivative
liabilities.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



Free-Standing Derivatives

We have maintained warehouse arrangements with various investment banks. These warehouse arrangements are free-standing derivatives under SFAS No. 133. As such, our investment, or first-dollar risk of
loss, is recorded at fair value each period with the change in fair value recorded in earnings.

During the six-month period ended
June 30, 2008, two of our warehouse facilities terminated. As such, we did not expect that we would recover our warehouse deposits. As a result, as of June 30, 2008, we fully accrued for the contingency of losing our $32,059 of
warehouse deposits in other liabilities. The accrual was charged to earnings through the change in fair value of free-standing derivatives. Subsequent to June 30, 2008, we did not recover our warehouse deposit and charged off our deposits
accordingly.

In addition, the option we provided a warehouse provider for us to provide credit default protection on two reference
securities was terminated in May 2008 and we have no further obligation thereunder.

NOTE 8: FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair Value of Financial Instruments

Statement
of Financial Accounting Standards No. 107, Disclosure About Fair Value of Financial Instruments, or SFAS No. 107, requires disclosure of the fair value of financial instruments for which it is practicable to estimate that
value. The fair value of investments in mortgages and loans, investments in securities, mortgage-backed securities issued, trust preferred obligations, CDO notes payable, convertible senior notes and derivative liabilities is based on significant
observable and unobservable inputs. The fair value of investments in real estate interests, cash and cash equivalents, restricted cash, repurchase agreements, secured credit facilities and other indebtedness approximates cost due to the nature of
these instruments.

The following table summarizes the carrying amount and the fair value of our financial instruments as of June 30,
2009:



|                                                           |  |                |           |                     |   |          
|---------------------------------------------------------- |  | -------------- | --------- | ------------------- | - | ---------
|Financial Instrument                                       |  | CarryingAmount |           | EstimatedFair Value
|Assets                                                     |  |                |           |                     |   |          
|Investments in mortgages and loans:                        |  |                |           |                     |   |          
|Commercial mortgages, mezzanine loans and other loans      |  | $              | 1,644,690 |                     | $ | 1,533,581
|Residential mortgages and mortgage-related receivables     |  |                | 3,355,089 |                     |   | 1,443,745
|Investments in securities and security-related receivables |  |                | 675,232   |                     |   | 675,232  
|Cash and cash equivalents                                  |  |                | 40,850    |                     |   | 40,850   
|Restricted cash                                            |  |                | 163,862   |                     |   | 163,862  
|Derivative assets                                          |  |                | 964       |                     |   | 964      
|Liabilities                                                |  |                |           |                     |   |          
|Indebtedness:                                              |  |                |           |                     |   |          
|Secured credit facilities and other indebtedness           |  |                | 161,731   |                     |   | 146,671  
|Mortgage-backed securities issued                          |  |                | 3,145,614 |                     |   | 1,434,086
|Trust preferred obligations                                |  |                | 78,292    |                     |   | 78,292   
|CDO notes payableat amortized cost                        |  |                | 1,404,750 |                     |   | 500,135  
|CDO notes payableat fair value                            |  |                | 151,030   |                     |   | 151,030  
|Convertible senior notes                                   |  |                | 377,446   |                     |   | 104,127  
|Derivative liabilities                                     |  |                | 202,871   |                     |   | 202,871  



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##### Table of Contents

RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



Fair Value Measurements

The following tables summarize information about our assets and liabilities measured at fair value on a recurring basis as of June 30, 2009, and indicate the fair value hierarchy of the valuation techniques
utilized to determine such fair value:



|                                             |  |                                                             |   |                                             |   |                                         |  |                           |         |  |   |        
|-------------------------------------------- |  | ----------------------------------------------------------- | - | ------------------------------------------- | - | --------------------------------------- |  | ------------------------- | ------- |  | - | -------
|Assets:                                      |  | Quoted Prices inActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |   | SignificantUnobservable Inputs(Level 3) |  | Balance as ofJune 30,2009
|Trading securities                           |  |                                                             |   |                                             |   |                                         |  |                           |         |  |   |        
|TruPS and subordinated debentures            |  | $                                                           |  |                                             | $ |                                        |  | $                         | 501,978 |  | $ | 501,978
|Other securities                             |  |                                                             |  |                                             |   | 400                                     |  |                           |        |  |   | 400    
|Available-for-sale securities                |  |                                                             |  |                                             |   | 180                                     |  |                           |        |  |   | 180    
|Security-related receivables                 |  |                                                             |   |                                             |   |                                         |  |                           |         |  |   |        
|TruPS and subordinated debenture receivables |  |                                                             |  |                                             |   |                                        |  |                           | 71,027  |  |   | 71,027 
|Unsecured REIT note receivables              |  |                                                             |  |                                             |   | 74,645                                  |  |                           |        |  |   | 74,645 
|CMBS receivables                             |  |                                                             |  |                                             |   | 25,888                                  |  |                           |        |  |   | 25,888 
|Other securities                             |  |                                                             |  |                                             |   | 1,114                                   |  |                           |        |  |   | 1,114  
|Derivative assets                            |  |                                                             |  |                                             |   | 964                                     |  |                           |        |  |   | 964    
|                                             |  |                                                             |   |                                             |   |                                         |  |                           |         |  |   |        
|Total assets                                 |  | $                                                           |  |                                             | $ | 103,191                                 |  | $                         | 573,005 |  | $ | 676,196
|                                             |  |                                                             |   |                                             |   |                                         |  |                           |         |  |   |        



|                                         |  |                                                             |   |                                             |   |                                         |  |                           |         |  |   |        
|---------------------------------------- |  | ----------------------------------------------------------- | - | ------------------------------------------- | - | --------------------------------------- |  | ------------------------- | ------- |  | - | -------
|Liabilities:                             |  | Quoted Prices inActive Markets forIdentical Assets(Level 1) |   | Significant OtherObservable Inputs(Level 2) |   | SignificantUnobservable Inputs(Level 3) |  | Balance as ofJune 30,2009
|Junior subordinated notes, at fair value |  | $                                                           |  |                                             | $ | 17,003                                  |  | $                         |        |  | $ | 17,003 
|Trust preferred obligations              |  |                                                             |  |                                             |   |                                        |  |                           | 78,292  |  |   | 78,292 
|CDO notes payable, at fair value         |  |                                                             |  |                                             |   |                                        |  |                           | 151,030 |  |   | 151,030
|Derivative liabilities                   |  |                                                             |  |                                             |   | 202,871                                 |  |                           |        |  |   | 202,871
|                                         |  |                                                             |   |                                             |   |                                         |  |                           |         |  |   |        
|Total liabilities                        |  | $                                                           |  |                                             | $ | 219,874                                 |  | $                         | 229,322 |  | $ | 449,196
|                                         |  |                                                             |   |                                             |   |                                         |  |                           |         |  |   |        

The following tables summarize additional information about assets and liabilities that are
measured at fair value on a recurring basis for which we have utilized level 3 inputs to determine fair value for the six-month period ended June 30, 2009:



|                                              |  |                                                    |           |   |                                                                        |   |         |                    |  |   |           |  
|--------------------------------------------- |  | -------------------------------------------------- | --------- | - | ---------------------------------------------------------------------- | - | ------- | ------------------ |  | - | --------- | -
|Assets                                        |  | Trading SecuritiesTruPS andSubordinatedDebentures |           |   | Security-RelatedReceivablesTruPSand SubordinatedDebenture Receivables |   |         | TotalLevel 3Assets | 
|Balance, as of December 31, 2008              |  | $                                                  | 1,472,611 |   |                                                                        | $ | 172,055 |                    |  | $ | 1,644,666 |  
|Change in fair value of financial instruments |  |                                                    | (177,192  | ) |                                                                        |   | (21,645 | )                  |  |   | (198,837  | )
|Purchases and sales, net                      |  |                                                    | 101,133   |   |                                                                        |   | (2,274  | )                  |  |   | 98,859    |  
|Deconsolidation of VIEs                       |  |                                                    | (894,574  | ) |                                                                        |   | (77,109 | )                  |  |   | (971,683  | )
|                                              |  |                                                    |           |   |                                                                        |   |         |                    |  |   |           |  
|Balance, as of June 30, 2009                  |  | $                                                  | 501,978   |   |                                                                        | $ | 71,027  |                    |  | $ | 573,005   |  
|                                              |  |                                                    |           |   |                                                                        |   |         |                    |  |   |           |  



|                                              |  |                            |          |   |                                |   |          |                         |  |   |          |  
|--------------------------------------------- |  | -------------------------- | -------- | - | ------------------------------ | - | -------- | ----------------------- |  | - | -------- | -
|Liabilities                                   |  | Trust PreferredObligations |          |   | CDO NotesPayable, atFair Value |   |          | TotalLevel 3Liabilities | 
|Balance, as of December 31, 2008              |  | $                          | 162,050  |   |                                | $ | 577,750  |                         |  | $ | 739,800  |  
|Change in fair value of financial instruments |  |                            | (100,509 | ) |                                |   | (58,777  | )                       |  |   | (159,286 | )
|Purchases and sales, net                      |  |                            | 91,869   |   |                                |   | (20,587  | )                       |  |   | 71,282   |  
|Deconsolidation of VIEs                       |  |                            | (75,118  | ) |                                |   | (347,356 | )                       |  |   | (422,474 | )
|                                              |  |                            |          |   |                                |   |          |                         |  |   |          |  
|Balance, as of June 30, 2009                  |  | $                          | 78,292   |   |                                | $ | 151,030  |                         |  | $ | 229,322  |  
|                                              |  |                            |          |   |                                |   |          |                         |  |   |          |  



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



Change in Fair Value of Financial Instruments

The following table summarizes realized and unrealized gains and losses on assets and liabilities for which we elected the fair value option of SFAS
No. 159 as reported in change in fair value of financial instruments in the accompanying consolidated statements of operations:



|                                                                                             |  |                                          |        |      |                                        |          |      |  |   |          |   |  |   |          |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------ | ---- | -------------------------------------- | -------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                                                                             |  | For the Three-Month PeriodsEnded June
30 |        |      | For the Six-Month PeriodsEnded June
30 |         
|Description                                                                                  |  | 2009                                     |        | 2008 |                                        |          | 2009 |  |   | 2008     |  
|Change in fair value of investments in securities                                            |  | $                                        | 8,651  |      | $                                      | (171,331 | )    |  | $ | (182,036 | ) |  | $ | (612,605 | )
|Change in fair value of CDO notes payable, trust preferred obligations and other liabilities |  |                                          | 69,005 |      |                                        | 156,460  |      |  |   | 151,594  |   |  |   | 998,020  |  
|Change in fair value of derivatives                                                          |  |                                          | 13,701 |      |                                        | 111,927  |      |  |   | 21,994   |   |  |   | (32,509  | )
|                                                                                             |  |                                          |        |      |                                        |          |      |  |   |          |   |  |   |          |  
|Change in fair value of financial instruments                                                |  | $                                        | 91,357 |      | $                                      | 97,056   |      |  | $ | (8,448   | ) |  | $ | 352,906  |  
|                                                                                             |  |                                          |        |      |                                        |          |      |  |   |          |   |  |   |          |  

NOTE 9: EQUITY

Preferred Shares

On January 27, 2009, our board of trustees declared a first quarter
2009 cash dividend of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends were paid on
March 31, 2009 to holders of record on March 2, 2009 and totaled $3,406.

On April 8, 2009, our board of trustees declared a
second quarter 2009 cash dividend of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends were paid
on June 30, 2009 to holders of record on June 1, 2009 and totaled $3,406.

On July 28, 2009, our board of trustees declared
a third quarter 2009 cash dividend of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends will be
paid on September 30, 2009 to holders of record on September 1, 2009.

Common Shares

On January 24, 2009, 19,020 phantom unit awards were redeemed for common shares. These phantom units were fully vested at the time of redemption.

On March 5, 2009, the compensation committee of our board of trustees, or the compensation committee, awarded 484,000 phantom units,
valued at $242 using our closing stock price of $0.50, to various non-executive employees. The awards generally vest over three-year periods.

On June 25, 2009, the compensation committee awarded 200,000 phantom units, valued at $238 using our closing stock price of $1.19, to two non-executive employees. The awards generally vest over four-year periods.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



NOTE 10: EARNINGS (LOSS) PER SHARE

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the three-month and six-month periods ended June 30,
2009 and 2008:



|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|------------------------------------------------------------------- |  | ---------------------------------------- | ---------- | - | -------------------------------------- | - | ---------- | ---- |  | - | ---------- | - |  | - | ---------- | -
|                                                                    |  | For the Three-MonthPeriods Ended June 30 |            |   | For the Six-MonthPeriods Ended June 30 |  
|                                                                    |  | 2009                                     |            |   | 2008                                   |   |            | 2009 |  |   | 2008       |  
|Income (loss) from continuing operations                            |  | $                                        | (288,986   | ) |                                        | $ | 113,692    |      |  | $ | (435,513   | ) |  | $ | 351,626    |  
|(Income) loss allocated to preferred shares                         |  |                                          | (3,415     | ) |                                        |   | (3,415     | )    |  |   | (6,821     | ) |  |   | (6,821     | )
|(Income) loss allocated to noncontrolling interests                 |  |                                          | 4,809      |   |                                        |   | 4,712      |      |  |   | 12,397     |   |  |   | (99,347    | )
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Income (loss) from continuing operations allocable to common shares |  |                                          | (287,592   | ) |                                        |   | 114,989    |      |  |   | (429,937   | ) |  |   | 245,458    |  
|Income (loss) from discontinued operations                          |  |                                          | (275       | ) |                                        |   | (630       | )    |  |   | (2,162     | ) |  |   | (1,071     | )
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Net income (loss) allocable to common shares                        |  | $                                        | (287,867   | ) |                                        | $ | 114,359    |      |  | $ | (432,099   | ) |  | $ | 244,387    |  
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Weighted-average shares outstandingBasic                           |  |                                          | 64,995,483 |   |                                        |   | 62,729,473 |      |  |   | 64,972,363 |   |  |   | 61,997,739 |  
|Dilutive securities under the treasury stock method                 |  |                                          |           |   |                                        |   | 75,333     |      |  |   |           |   |  |   | 40,374     |  
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Weighted-average shares outstandingDiluted                         |  |                                          | 64,995,483 |   |                                        |   | 62,804,806 |      |  |   | 64,972,363 |   |  |   | 62,038,113 |  
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Earnings (loss) per shareBasic:                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Continuing operations                                               |  | $                                        | (4.43      | ) |                                        | $ | 1.83       |      |  | $ | (6.62      | ) |  | $ | 3.96       |  
|Discontinued operations                                             |  |                                          |           |   |                                        |   | (0.01      | )    |  |   | (0.03      | ) |  |   | (0.02      | )
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Total earnings (loss) per shareBasic                               |  | $                                        | (4.43      | ) |                                        | $ | 1.82       |      |  | $ | (6.65      | ) |  | $ | 3.94       |  
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Earnings (loss) per shareDiluted:                                  |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Continuing operations                                               |  | $                                        | (4.43      | ) |                                        | $ | 1.83       |      |  | $ | (6.62      | ) |  | $ | 3.96       |  
|Discontinued operations                                             |  |                                          |           |   |                                        |   | (0.01      | )    |  |   | (0.03      | ) |  |   | (0.02      | )
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  
|Total earnings (loss) per shareDiluted                             |  | $                                        | (4.43      | ) |                                        | $ | 1.82       |      |  | $ | (6.65      | ) |  | $ | 3.94       |  
|                                                                    |  |                                          |            |   |                                        |   |            |      |  |   |            |   |  |   |            |  

For the three-month periods ended June 30, 2009 and 2008, securities convertible into
16,890,315 and 13,106,450 common shares, respectively, were excluded from the earnings (loss) per share computations because their effect would have been anti-dilutive. For the six-month periods ended June 30, 2009 and 2008, securities
convertible into 16,276,428 and 13,303,244 common shares, respectively, were excluded from the earnings (loss) per share computations because their effect would have been anti-dilutive.

NOTE 11: RELATED PARTY TRANSACTIONS

In the ordinary course of our business operations, we have
ongoing relationships and have engaged in transactions with several related entities described below. All of these relationships and transactions were approved or ratified by a majority of our independent trustees as being on terms comparable
to those available on an arms-length basis from an unaffiliated third party or otherwise not creating a conflict of interest.

Our
Chairman, Betsy Z. Cohen, is the Chief Executive Officer and a director of The Bancorp, Inc., or Bancorp, and Chairman of the Board and Chief Executive Officer of its wholly-owned subsidiary, The Bancorp Bank, a commercial bank. Daniel G. Cohen was
our chief executive officer from the date of the Taberna merger until his resignation on February 22, 2009 and remains a trustee of RAIT. Mr. Cohen is the Chairman of the Board of Bancorp and Vice-Chairman of the Board of Bancorp Bank.
Each transaction with Bancorp is described below:

a). Cash and Restricted CashWe maintain checking and demand
deposit accounts at Bancorp. As of June 30, 2009 and December 31, 2008, we had $481 and $1,985, respectively, of cash and cash equivalents and $1,882 and $7,287, respectively, of restricted cash on deposit at Bancorp. We earn interest on
our cash and cash equivalents at an interest rate of approximately 2.6% per annum. During the three-month periods ended June 30, 2009 and 2008, we received $4 and $23, respectively, of interest income from Bancorp. During the six-month
periods ended June 30, 2009 and 2008, we received $11 and $67, respectively, of interest income from Bancorp. Restricted cash held at Bancorp relates to borrowers escrows for taxes, insurance and capital reserves. Any interest earned
on these deposits enures to the benefit of the specific borrower and not to us.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



b). Office LeasesWe sublease a portion of our downtown Philadelphia
office space from Bancorp at an annual rental expense based upon the amount of square footage occupied. We are currently in the process of terminating this sublease agreement. Rent expense incurred to Bancorp was $84 and $85 for the three-month
periods ended June 30, 2009 and 2008, respectively. Rent expense incurred to Bancorp was $168 and $170 for the six-month periods ended June 30, 2009 and 2008, respectively. Rent expense has been included in general and administrative
expense in the accompanying consolidated statements of operations.

c). Participation InterestsWe funded a
$54,000 commercial mortgage during January 2008. At closing, Bancorp purchased a participation interest in this loan for a total commitment of $24,300. We also funded a $70,000 commercial mortgage during January 2008. At closing, Bancorp purchased a
participation interest in this loan for a total commitment of $26,500, of which $22,500 was funded at closing. In November 2008, RAIT CRE CDO I, Ltd. purchased $19,268 of the outstanding loan balance of the second loan from Bancorp and RAIT
Preferred Funding II, Ltd. purchased the remaining $3,232 outstanding from Bancorp. We paid Bancorp fees of $321 for its services in connection with the closing of these loans.

Mr. Cohen holds controlling positions in various companies with which we conduct business. Mr. Cohen indirectly owns approximately 49% of the
economic interests and 99% of the voting rights in Cohen Brothers LLC d/b/a Cohen & Company, or Cohen & Company, a registered broker-dealer. Each transaction between us and Cohen & Company is described below:

a). Office LeasesWe maintain sub-lease agreements for shared office space and facilities with Cohen & Company.
Rent expense during the three-month periods ended June 30, 2009 and 2008 relating to these leases was $13 and $12, respectively, Rent expense during the six-month periods ended June 30, 2009 and 2008 relating to these leases was $25 and
$25, respectively. Rent expense has been included in general and administrative expense in the accompanying consolidated statements of operations. Future minimum lease payments due over the remaining term of the lease are $333.

b). Shared Services We previously paid Cohen & Company for services relating to structuring and managing our
investments in CMBS and RMBS. The agreement with Cohen & Company for these services terminated on July 1, 2008 and we did not renew or extend this agreement. During the three-month and six-month periods ended June 30, 2008, we
incurred total shared service expenses of $257 and $519, respectively. These shared service expenses have been included in general and administrative expense in the accompanying consolidated statements of operations.

c). Non-Competition AgreementAs part of the spin-off of Taberna from Cohen & Company in April 2005 and before our
acquisition of Taberna in December 2006, Taberna and Cohen & Company entered into a three-year non-competition agreement that ended in April 2008. As part of our acquisition of Taberna, we valued this non-competition agreement as an
amortizing intangible asset and the intangible asset has been fully amortized.

d). Common SharesAs of
June 30, 2009 and December 31, 2008, Cohen & Company and its affiliate entities owned 510,434 of our common shares.

e). CDO Notes PayableDuring the three-month period ended June 30, 2009, we repurchased $8,500 of our RAIT CRE CDO I notes payable rated BBB from a third party using the broker-dealer services of
Cohen & Company. Cohen & Company received $21 principal transaction income in connection with this transaction.

f). EuroDekaniaEuroDekania is an affiliate of Cohen & Company. In September 2007, EuroDekania purchased approximately 10,000 ($13,892) of the subordinated notes and all of the 32,250 ($44,802) BBB-rated
debt securities in Taberna Europe CDO II. We invested 17,500 ($24,311) in the total subordinated notes and earn management fees of 35 basis points on the collateral assets owned by this entity. EuroDekania receives a fee equal to 3.5 basis
points of our subordinated collateral management fee which is payable to EuroDekania only if we collect our subordinated management fee and EuroDekania retains an investment in the subordinated notes. During the three-month and six-month periods
ended June 30, 2009, we did not collect a subordinated management fee and were not obligated to pay EuroDekania. During the three-month and six-month periods ended June 30, 2008, we recorded a collateral management fee expense of $114 and
$241, respectively, payable to EuroDekania.

g). Star AsiaStar Asia is an affiliate of Cohen &
Company. In March 2009, Star Asia issued debt securities to a third party, upon which a subsequent exchange offer was entered into with Taberna Preferred Funding III, Ltd., or Taberna III, for $22,425 and Taberna Preferred Funding IV, Ltd., or
Taberna IV, for $19,434. Taberna Capital Management is the collateral manager for Taberna III and Taberna IV. We received an opinion from an independent third party concluding that the transaction was fair from Taberna III and IVs financial
viewpoint. There were no fees earned by Taberna Capital Management or Star Asia.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



Edward E. Cohen, the spouse of Betsy Z. Cohen and father of Daniel G. Cohen, is the Chairman of
Resource America, Inc, or Resource America. Jonathan Z. Cohen, the son of Betsy Z. Cohen and brother of Daniel G. Cohen, is the Chief Executive Officer of Resource America. During the three-month period ended June 30, 2009, we repurchased
$3,500 of our RAIT CRE CDO I notes payable rated BBB from a third party using the broker-dealer services of a subsidiary of Resource America. The Resource America subsidiary received $7 principal transaction income in connection with this
transaction.

Brandywine Construction & Management, Inc., or Brandywine, is an affiliate of Edward E. Cohen. Brandywine provided
real estate management services to two properties and three properties underlying our real estate interests during the six-month periods ended June 30, 2009 and 2008, respectively. Management fees of $20 and $37 were paid to Brandywine during
the three-month periods ended June 30, 2009 and 2008, respectively, relating to those interests. Management fees of $46 and $72 were paid to Brandywine during the six-month periods ended June 30, 2009 and 2008, respectively, relating to
those interests. We believe that the management fees charged by Brandywine are comparable to those that could be obtained from unaffiliated third parties.

NOTE 12: DISCONTINUED OPERATIONS

For the six-month periods ended June 30, 2009 and 2008, income (loss) from
discontinued operations relates to one real estate property with total assets of $17,257 that we have deconsolidated since January 1, 2009 and one property designated as held-for-sale with total assets of $15,500 as of June 30, 2009. We
have presented the assets held-for-sale in investments in real estate interests and the liabilities related to assets held-for-sale in other liabilities in the accompanying consolidated balance sheets.

The following table summarizes revenue and expense information for real estate properties classified as discontinued operations during the respective
periods:



|                                                 |  |                                         |      |   |                                       |   |       |      |  |   |        |   |  |   |        |  
|------------------------------------------------ |  | --------------------------------------- | ---- | - | ------------------------------------- | - | ----- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                 |  | For the Three-MonthPeriods EndedJune 30 |      |   | For the Six-MonthPeriods EndedJune 30 |  
|                                                 |  | 2009                                    |      |   | 2008                                  |   |       | 2009 |  |   | 2008   |  
|Rental income                                    |  | $                                       |     |   |                                       | $ | 515   |      |  | $ | 806    |   |  | $ | 1,102  |  
|Expenses:                                        |  |                                         |      |   |                                       |   |       |      |  |   |        |   |  |   |        |  
|Real estate operating expense                    |  |                                         | 111  |   |                                       |   | 943   |      |  |   | 607    |   |  |   | 1,756  |  
|General and administrative expense               |  |                                         | 164  |   |                                       |   |      |      |  |   | 164    |   |  |   |       |  
|Depreciation expense                             |  |                                         |     |   |                                       |   | 201   |      |  |   | 145    |   |  |   | 416    |  
|                                                 |  |                                         |      |   |                                       |   |       |      |  |   |        |   |  |   |        |  
|Total expenses                                   |  |                                         | 275  |   |                                       |   | 1,144 |      |  |   | 916    |   |  |   | 2,172  |  
|                                                 |  |                                         |      |   |                                       |   |       |      |  |   |        |   |  |   |        |  
|Income (loss) from discontinued operations       |  |                                         | (275 | ) |                                       |   | (629  | )    |  |   | (110   | ) |  |   | (1,070 | )
|Gain (loss) from deconsolidation of VIE          |  |                                         |     |   |                                       |   |      |      |  |   | (2,052 | ) |  |   |       |  
|                                                 |  |                                         |      |   |                                       |   |       |      |  |   |        |   |  |   |        |  
|Total income (loss) from discontinued operations |  | $                                       | (275 | ) |                                       | $ | (629  | )    |  | $ | (2,162 | ) |  | $ | (1,070 | )
|                                                 |  |                                         |      |   |                                       |   |       |      |  |   |        |   |  |   |        |  

Discontinued operations have not been segregated in the consolidated statements of cash
flows. Therefore, amounts for certain captions will not agree with respective data in the consolidated statements of operations.

NOTE
13: COMMITMENTS AND CONTINGENCIES

Putative Consolidated Class Action Securities Lawsuit

RAIT, certain of our executive officers and trustees and the lead underwriters involved in our public offering of common shares in January 2007 were named
defendants in one or more of nine putative class action securities lawsuits filed in August and September 2007 in the United States District Court for the Eastern District of Pennsylvania. By Order dated November 17, 2007, the court
consolidated these cases under the caption In re RAIT Financial Trust Securities Litigation (No. 2:07-cv-03148), and appointed a lead plaintiff and lead counsel. On January 4, 2008, lead plaintiff filed a consolidated class action complaint, or
the complaint, on behalf of a putative class of purchasers of our securities between June 8, 2006 and August 3, 2007. The complaint names as defendants RAIT, eleven current and former officers and trustees of RAIT, ten underwriters who
participated in certain of our securities offerings in 2007 and our independent accounting firm. The complaint alleges, among other things, that certain defendants violated Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 by making
materially false and misleading statements and material omissions in registration statements and prospectuses about our credit underwriting, our exposure to certain issuers through investments in debt securities, and our loan loss reserves and other
financial items. The complaint further alleges that certain defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, by making materially false and misleading statements and material omissions
during the putative class period about our credit underwriting, our exposure to certain issuers through investments in debt securities, and our loan loss reserves and other financial items. The complaint seeks unspecified compensatory damages, the
right to rescind the purchases of securities in the public offerings, interest, and plaintiffs reasonable costs and expenses, including attorneys fees and expert fees.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



On July 15, 2009, the defendants entered into a Stipulation and Agreement of Settlement (the
Stipulation) with the lead plaintiff for the settlement of the action. The Stipulation provides that the claims of the plaintiff class will be settled for a cash payment of $32 million. The settlement payment is within the limits of
RAITs directors and officers liability insurance, and RAITs insurers have agreed to fund the settlement. Also on July 15, 2009, lead plaintiff filed its Motion for Preliminary Approval of Settlement, Certification of Class for
Settlement Purposes and Approval of Notice to the Class. The settlement remains subject to preliminary court approval, as well as final court approval after written notice to the class. In addition, RAIT has the option to terminate the
settlement in the event that the number of class members who opt out of the settlement class exceeds a certain threshold. In connection with the settlement, the defendants have at all times denied, continue to deny and admit no wrongdoing of any
kind.

Shareholders Derivative Actions

On August 17, 2007, a putative shareholders derivative action, styled Sarver v. Cohen (Civil Action No. 2:07-cv-03420), was filed in the United States District Court for the Eastern District of Pennsylvania naming RAIT, as
nominal defendant, and certain of our executive officers and trustees as defendants. The complaint in this action alleges that certain of our executive officers and trustees breached their duties to RAIT in connection with the matters that are the
subject of the securities litigation described above. The board of trustees established a special litigation committee to investigate the allegations made in the derivative action complaint and in shareholder demands asserting similar allegations,
and to determine what action, if any, RAIT should take concerning them. On October 25, 2007, pursuant to a stipulation of the parties, the court ordered the derivative action stayed pending the completion of the special committees
investigation, subject to quarterly status reports by the special litigation committee beginning March 31, 2008. On August 22, 2008, the special litigation committee advised the court that it had completed its investigation, had found
no merit to the allegations of wrongdoing asserted against RAITs officers and trustees and concluded that prosecution of the claims asserted in the shareholders derivative action would not serve RAITs best
interests. The special litigation committee accordingly moved on behalf of RAIT to dismiss that action.

On February 10,
2009, a putative shareholders derivative action, styled Plank v. Cohen (No. 1288 February Term 2009), was filed in the Pennsylvania Court of Common Pleas of Philadelphia County naming RAIT, as nominal defendant, and certain
of our executive officers and trustees as defendants. The complaint in this action alleges that certain of our executive officers and trustees breached their duties to RAIT in connection with the matters that are the subject of the securities
litigation described above.

On April 14, 2009, RAIT entered into a Stipulation and Agreement of Settlement that provides for the
settlement and dismissal of the two putative shareholder derivative actions described above. The settlement does not include the claims asserted in the putative consolidated shareholder class action securities lawsuit described above, or other
direct claims of purchasers of RAIT securities. In accordance with the preliminary approval order entered by the federal court on April 21, 2009, notice of the settlement was distributed to RAIT shareholders, and the federal court held a
fairness hearing on July 13, 2009. No objections to the settlement were filed or presented at the fairness hearing. On July 14, 2009, the federal court entered an order and final judgment finally approving the settlement and dismissing the
federal court action with prejudice. On July 22, 2009, the state court entered an order dismissing the state court action with prejudice in light of the settlement.

The settlement provides that, within two months of the settlements effective date (which, absent any appeal of the approval of the settlement, will be August 14, 2009), and for five years thereafter, RAIT
will adopt and implement certain corporate governance practices relating to board structure, trustee compensation, majority voting in the election of trustees, nomination procedures for trustees and the provision of a designated compliance officer
under RAITs code of business conduct and ethics. RAIT believes it already complies with most of these corporate governance practices. The settlement further provides that RAIT will pay plaintiffs counsel $400,000 for attorneys fees
and costs. RAIT and the other defendants make no admission of wrongdoing under the settlement and expressly deny each and every claim and allegation made against them in the derivative actions. The dismissals of the putative shareholder derivative
actions described above remain subject to appeal. In the event of a successful appeal, an adverse resolution of either of the actions could have a material adverse effect on our financial condition and results of operations.

Routine Litigation

We are involved from time to time
in litigation on various matters, including disputes with tenants of owned properties, disputes arising out of agreements to purchase or sell properties and disputes arising out of our loan portfolio. Given the nature of our business activities,
these lawsuits are considered routine to the conduct of our business. The result of any particular lawsuit cannot be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. We do
not expect that the liabilities, if any, that may ultimately result from such routine legal actions will have a material adverse effect on our consolidated financial position, results of operations or cash flows.



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RAIT Financial Trust

Notes to Consolidated Financial Statements

As of June 30, 2009

(Unaudited and dollars in thousands, except share and per share amounts)



NOTE 14: SUBSEQUENT EVENTS

On July 16, 2009, we sold our residential mortgage portfolio to an affiliate of Angelo, Gordon & Co., L.P., pursuant to a Purchase and Sale Agreement, or the purchase and sale agreement, dated as of
July 15, 2009 between our subsidiary, Taberna Loan Holdings I, LLC, or the seller, and AG Park Lane I Corp., or the buyer. The purchase and sale agreement provided for the sale by seller to buyer of all of our notes and equity interests, or the
retained interests, together with any principal or interest payable thereon, issued by the following six securitizations of residential mortgage loans: Bear Stearns ARM Trust 2005-7, Bear Stearns ARM Trust 2005-9, Citigroup Mortgage Loan Trust
2005-1, CWABS Trust 2005 HYB9, Merrill Lynch Mortgage Investors Trust, Series 2005-A9 and Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2. The purchase price paid by buyer to seller under the purchase and sale agreement was
$15,800, plus accrued interest. A portion of the proceeds from this transaction were used to repay $7,731 of term loan indebtedness.

On
July 31, 2009, we and Mr. Moses Marx entered into and closed on a securities purchase agreement with respect to our purchase from Mr. Marx of $98,280 aggregate principal amount of our 6.875% Convertible Senior Notes due 2027, or the
convertible senior notes, for a purchase price of $53,000. The purchase price consisted of (a) $43,000 12.5% Senior Secured Note due 2014 issued by us, or the senior secured note, and (b) $10,000 in cash. We also paid to Mr. Marx
approximately $2,000 of accrued and unpaid interest on the convertible notes through July 31, 2009. We have arranged for the cancellation of these convertible notes.

The senior secured note bears interest at a rate of 12.5% per year. Interest accrues from July 31, 2009 and will be payable quarterly in arrears on January 15, April 15, July 15 and
October 15 of each year, beginning October 15, 2009. The senior secured note matures on April 20, 2014 unless previously prepaid in accordance with its terms prior to such date. The senior secured note is fully and unconditionally
guaranteed by two wholly owned subsidiaries of RAIT, or the guarantors: RAIT Asset Holdings II Member, LLC, or RAHM, and RAIT Asset Holdings II, LLC, or RAH2. RAHM is the sole member of RAH2 and has pledged the equity of RAH2 to secure its
guarantee. RAH2s assets consist of certain CDO notes payable issued by RAITs consolidated securitizations RAIT CRE CDO I, LTD., RAIT Preferred Funding II, LTD., Taberna Preferred Funding VIII, Ltd., and Taberna Preferred Funding IX, Ltd.
The senior secured note is not convertible into equity securities of RAIT.

The maturity date of the senior secured note may be accelerated
upon the occurrence of specified customary events of default, the satisfaction of any related notice provisions and the failure to remedy such event of default, where applicable. These events of default include: RAITs failure to pay any amount
of principal or interest on the senior secured note when due; the failure of RAIT or any guarantor to perform any obligation on its or their part in any transaction document; and events of bankruptcy, insolvency or reorganization affecting RAIT or
any guarantor.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Trustees and Shareholders of RAIT Financial Trust

We have reviewed the accompanying consolidated balance sheet of RAIT Financial Trust and subsidiaries as of June 30, 2009 and the related consolidated statements of operations, other comprehensive income (loss) and cash flows for the
three and six-month periods ended June 30, 2009 and 2008. These interim financial statements are the responsibility of the Companys management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical
procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in conformity with accounting principles generally accepted in the United
States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheet as of December 31, 2008, and the related consolidated statements of operations, other comprehensive income (loss), shareholders equity and cash flows for the year then ended (not presented herein),
and in our report dated February 27, 2009 (except for Note 15 and for the effects of the change in accounting for noncontrolling interests and convertible debt arrangements discussed in Note 2(p) as to which the date is June 26, 2009), we
expressed an unqualified opinion on those consolidated financial statements. As discussed in Note 2(k) within the Quarterly Report on Form 10-Q, the Company changed its method of accounting for noncontrolling interests in consolidated subsidiaries
and convertible senior notes as of December 31, 2008 due to the adoptions of Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements-an amendment of Accounting Research Bulletin
No. 51and FSP APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement). The accompanying consolidated 2008 financial statements reflect these changes.



|                                          
|------------------------------------------
|/s/ Grant Thornton LLP                    
|Philadelphia, Pennsylvania August 10, 2009
|                                          



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

Forward-Looking Statements

In addition to historical information, this discussion and analysis
contains forward-looking statements. These statements can be identified by the use of forward-looking terminology including may, believe, will, expect, anticipate, estimate,
continue or similar words. These forward-looking statements are subject to risks and uncertainties, as more particularly set forth in our filings with the Securities and Exchange Commission, including those described in the Forward
Looking Statements and Risk Factors sections of our Annual Report on Form 10-K for the year ended December 31, 2008, that could cause actual results to differ materially from those projected in the forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect managements analysis only as of the date hereof. We undertake no obligation to publicly revise or update these forward-looking statements to
reflect events or circumstances that arise after the date of this report, except as may be required by applicable law.

Overview

RAIT Financial Trust invests in and manages a portfolio of real estate related assets and provides a comprehensive set of debt financing options to the
real estate industry. Our income is generated primarily from:



| |  |  | interest income from our investments, net of any financing costs, or net interest margin,
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | fee income from originating and managing assets, including advisory services to borrowers, and
| | - |  | ----------------------------------------------------------------------------------------------



| |  |  | rental income from our investments in real estate assets.
| | - |  | ---------------------------------------------------------

We continue to face challenging and volatile market conditions resulting from global recessionary economic conditions, including significant disruptions in the credit markets, abrupt and significant devaluations of
assets directly or indirectly linked to the real estate finance markets, and the attendant removal of liquidity, both long and short term, from the capital markets. We cannot predict with any certainty the potential impact on our financial
performance of contemplated or future government interventions in financial markets. We seek to position RAIT to be able to take advantage of current and future market opportunities as conditions improve and to maximize shareholder value over time.
To do this, we will continue to focus on:



| |  |  | managing our investment portfolios to reposition non-performing assets and maximize cash flows while seeking to maximize the ultimate recovery value of our assets
over time;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | taking advantage of our commercial real estate platform to invest, on our own account or by advising others on how to invest, in the distressed commercial real
estate debt market;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | diversifying our sources of income by seeking to generate fee income through new business ventures that enable us to preserve capital, such as expanding our
property management capabilities, expanding our broker-dealer into a fixed income sales and trading platform and expanding our loan serving capabilities;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | reducing our leverage;
| | - |  | ----------------------



| |  |  | managing the size and cost structure of our business to match our operating environment; and
| | - |  | --------------------------------------------------------------------------------------------



| |  |  | developing new financing sources intended to maintain and increase our adjusted earnings and REIT taxable income.
| | - |  | -----------------------------------------------------------------------------------------------------------------

During the six-month periods ended June 30, 2009 and 2008, we generated adjusted earnings per diluted share of $0.46 and $1.05 respectively, total
earnings (loss) per diluted share of $(6.65) and $3.94 respectively, and gross cash flow of $57.9 million and $91.7 million, respectively. A reconciliation of RAITs reported generally accepted accounting principles, or GAAP, net
income (loss) allocable to common shares to adjusted earnings is set forth below. See Performance Measures-Adjusted Earnings. RAITs GAAP net losses for the three-month and six-month periods ended June 30, 2009 were primarily
caused by the following:



| |  |  | Losses on sales of assets.During the three-month period ended June 30, 2009, we sold all of our equity and a portion of our non-investment grade notes
in the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations to a non-affiliated party. Upon completion of these sales, we deconsolidated these securitizations and removed the associated assets and liabilities from our
consolidated balance sheet. The deconsolidation of these securitizations on June 25, 2009 resulted in a loss of $313.8 million.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Allowance for losses.We increased our allowance for losses to $237.6 million as of June 30, 2009 from $172.0 million as of December 31, 2008. The
provision for losses recorded during the six-month period ended June 30, 2009 was $185.6 million and resulted from increased delinquencies in our residential mortgage loans and additional non-performing loans in our commercial real estate
portfolios.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Asset impairments.We recorded asset impairments of $46.0 million during the three-month period ended June 30, 2009. These asset impairments were
comprised of investments in securities, primarily our equity investments in our Taberna Europe I and Taberna Europe II CDOs, whose market values were reduced due to credit conditions or because of increased delinquencies of the underlying
collateral.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We expect to continue to focus our efforts on our commercial real estate portfolio, comprised of our
commercial mortgages, mezzanine loans, other loans and preferred equity interests and our investments in real estate interests. This is our primary investment portfolio generating $19.1 million, or 69.9%, and $27.8 million, or 60.7%, of our
gross cash flow during the quarters ended June 30, 2009 and 2008, respectively. Current economic conditions have subjected borrowers under our commercial real estate loans to financial stress, which has increased the number of loans on
non-accrual and caused us to increase our allowance for losses. Where it is likely to enhance our returns, we consider restructuring loans or foreclosing on the underlying property. During the quarter ended June 30, 2009, we took title to seven
properties that served as collateral on our commercial real estate loans. We expect we will continue to engage in workout activity with respect to our commercial real estate loans that may result in the conversion of the property
collateralizing those loans. The effect of these workouts generally would decrease the amount of our commercial real estate loans and increase the amount of investments in real estate interests we hold. Under GAAP, we may take a non-cash charge
to earnings at the time of any foreclosure to the extent the amount of our loan, reduced by any allowance for losses and certain other expenses, exceeds the fair value of the property at the time of the conversion. We plan to improve the performance
of properties we convert through workout activity and we have expanded our commercial property management capabilities through Jupiter Communities, described below, to improve these efforts.

Our portfolio of TruPS generated $2.8 million, or 10.2%, and $9.2 million, or 20.1%, of our gross cash flow during the quarters ended June 30, 2009
and 2008, respectively. We expect our trust preferred securities, or TruPS, portfolio to continue to generate cash flow in the form of senior management and administrative fees. We continue to experience credit deterioration of TruPS issuers. This
credit deterioration adversely affects the cash flow we receive from our securitizations and the fair value of their collateral. See Securitization Summary below for a discussion of our securitizations collateralized by TruPs that have
already, or may in the near future, have an event of default occur. We continue to seek remedies and other means of restructuring our TruPS so as to improve the overall recovery in future periods. As discussed above, in June 2009, we sold all
of our retained interests in Taberna III, Taberna IV, Taberna VI and Taberna VII, or the TruPS securitizations. This transaction resulted in our deconsolidation of these securitizations, recognizing the loss described above and the removal of
the associated assets and liabilities from our balance sheet. We expect to continue to receive our senior management fees from these securitizations and will continue to include their underlying assets in our assets under management in future
reporting periods.

Our portfolio of residential mortgages generated $4.5 million, or 16.3%, and $5.0 million, or 10.8%, of our gross cash
flow during the quarters ended June 30, 2009 and 2008, respectively. We have seen the delinquency rates in our residential mortgage portfolio increase, which resulted in increases in our loan loss reserves and the number and amount of loans on
non-accrual status. In July 2009, we sold all of our retained interests in six residential mortgage securitizations. These securitizations comprised our entire portfolio of residential mortgage loans. Subsequent to this sale, we
deconsolidated and removed the associated assets and liabilities of the six residential mortgage securitizations from our consolidated balance sheet. We expect the deconsolidation of these securitizations in July 2009 to result in recognizing a loss
of $62.0 million and the removal of the associated assets and liabilities from our consolidated balance sheet. We will not receive any further cash distributions from this portfolio and will remove these assets from our assets under management
in future reporting periods.

We believe that the deconsolidation of the TruPS securitizations in the second quarter of 2009 and our
deconsolidation of the residential mortgage securitizations in the third quarter of 2009 will be beneficial to the long-term interests of our shareholders, even though these deconsolidations result in the reduction of our assets and liabilities, and
ultimately our total equity due to the aforementioned losses we incur upon deconsolidation. We believe that quarterly fluctuations in the fair value of these assets and the liabilities contributed to the significant volatility in our earnings
and our reported net losses beginning in 2007. We expect the deconsolidation of the TruPS securitizations will significantly reduce future volatility in earnings. With respect to the residential mortgage securitizations, we will no longer need
to incur additional loan loss reserves against the residential mortgage loans underlying the securitizations which have had increasing delinquencies and default rates. We expect that the deconsolidation of both the TruPS securitizations and the
residential mortgage securitizations will improve transparency to our shareholders by removing a significant amount of our non-recourse liabilities, along with their associated assets, from our financial statements. We may, in the future, sell
additional retained interests in our consolidated securitizations which may result in their deconsolidation. Any such sale may have material effects on our financial results in the period in which they occur.

We are in the process of diversifying our sources of income by seeking to generate fee income through new business ventures. First, we have expanded
our property management capabilities. Effective May 1, 2009, we formed a joint venture, referred to as Jupiter Communities, with the owners of an established property management firm specializing in managing multi-family properties. We
paid $1.3 million to acquire a 75% interest in the joint venture on May 1, 2009. On that date, the joint venture acquired the contracts and employees of the predecessor entity. We expect this enhanced management capability to generate
additional fee income, partially offset by increased compensation and general and administrative expense related to Jupiter Communities. Second, we have expanded our broker-dealer, RAIT Securities, LLC, into a fixed income sales and trading
platform and expect it to contribute to RAITs operating results. Lastly, we have been added to Standard & Poors select servicer list as a commercial mortgage primary servicer and may consider offering our loan serving
capabilities to third parties. We continue to explore ways to generate acceptable returns from new investments while preserving our capital. Our returns from new investments may increasingly be in the form of fees under the terms of new
financing arrangements we develop, such as co-investment and joint venturing strategies.



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The deconsolidation transactions described above contributed to our strategy of deleveraging RAIT by
removing the associated liabilities of the relevant securitizations from our balance sheet. In July 2009, we engaged in another transaction implementing this strategy by purchasing from a noteholder, $98.3 million aggregate principal amount of
RAITs 6.875% Convertible Senior Notes due 2027, or the convertible senior notes, for a purchase price of $53.0 million. The purchase price consisted of (a) a $43.0 million 12.5% Senior Secured Note due 2014 issued by RAIT, or the senior
secured note, and (b) $10.0 million in cash. RAIT also paid to this noteholder approximately $2.0 million of accrued and unpaid interest on the convertible senior notes through July 31, 2009. RAIT has arranged for the cancellation of these
convertible senior notes. We expect to continue to seek to acquire, redeem, restructure, refinance or otherwise enter into transactions to satisfy our debt where we believe that is in the long term interest of our shareholders which may include
issuances of our debt and/or equity securities, sales or exchanges of our assets or other methods.

Investors should read the
Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, or the Annual Report, for a detailed discussion of the following
items:



| |  |  | capital markets, liquidity and credit risk,
| | - |  | -------------------------------------------



| |  |  | interest rate environment,
| | - |  | --------------------------



| |  |  | prepayment rates on commercial mortgages, mezzanine loans and residential mortgages in our portfolio, and
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | other market developments.
| | - |  | --------------------------



33



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##### Table of Contents

Our Investment Portfolio

The table below summarizes our consolidated investment portfolio as of June 30, 2009 (dollars in thousands):



|                                                                                  |  |                    |           |                             |       |   |                            |     |  
|--------------------------------------------------------------------------------- |  | ------------------ | --------- | --------------------------- | ----- | - | -------------------------- | --- | -
|                                                                                  |  | CarryingAmount (1) |           | Percentageof TotalPortfolio |       |   | Weighted-AverageCoupon (2) |    
|Commercial mortgages, mezzanine loans, other loans and preferred equity interests |  | $                  | 1,648,745 |                             | 26.2  | % |                            | 8.4 | %
|Investments in real estate interests                                              |  |                    | 604,619   |                             | 9.6   | % |                            | N/A |  
|Residential mortgages and mortgage-related receivables                            |  |                    | 3,355,089 |                             | 53.4  | % |                            | 5.6 | %
|Investments in securities                                                         |  |                    |           |                             |       |   |                            |     |  
|TruPS and subordinated debentures                                                 |  |                    | 573,005   |                             | 9.1   | % |                            | 5.0 | %
|Unsecured REIT note receivables                                                   |  |                    | 74,645    |                             | 1.2   | % |                            | 6.9 | %
|CMBS receivables                                                                  |  |                    | 25,888    |                             | 0.4   | % |                            | 2.8 | %
|Other securities                                                                  |  |                    | 1,694     |                             | 0.1   | % |                            | 3.5 | %
|                                                                                  |  |                    |           |                             |       |   |                            |     |  
|Total investments in securities                                                   |  |                    | 675,232   |                             | 10.8  | % |                            | 5.1 | %
|                                                                                  |  |                    |           |                             |       |   |                            |     |  
|Total                                                                             |  | $                  | 6,283,685 |                             | 100.0 | % |                            | 6.4 | %
|                                                                                  |  |                    |           |                             |       |   |                            |     |  



|(1) | Reflects the carrying amount of the respective assets classes, as they appear in our consolidated financial statements as of June 30, 2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Weighted-average coupon is calculated on the unpaid principal amount of the underlying instruments which does not necessarily correspond to the carrying amount.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

Our consolidated investment portfolio is currently comprised of the following asset classes:

Commercial mortgages, mezzanine loans, other loans and preferred equity interests.

The tables below describe certain characteristics of our commercial mortgages, mezzanine loans, other loans and preferred equity interests as of
June 30, 2009 (dollars in thousands):



|                           |  |                    |           |                     |   |                            |  |      |                     |  |                         |  |                        |  |       |  
|-------------------------- |  | ------------------ | --------- | ------------------- | - | -------------------------- |  | ---- | ------------------- |  | ----------------------- |  | ---------------------- |  | ----- | -
|                           |  | CarryingAmount (1) |           | EstimatedFair Value |   | Weighted-AverageCoupon (2) |  |      | Range of Maturities |  | Numberof Loans          |  | % ofTotalLoanPortfolio | 
|Commercial mortgages       |  | $                  | 938,426   |                     | $ | 930,519                    |  | 7.5  | %                   |  | Aug. 2009 to Mar. 2016  |  | 62                     |  | 56.8  | %
|Mezzanine loans            |  |                    | 437,774   |                     |   | 392,027                    |  | 10.0 | %                   |  | Aug. 2009 to Aug. 2021  |  | 133                    |  | 26.6  | %
|Other loans                |  |                    | 126,391   |                     |   | 116,233                    |  | 5.2  | %                   |  | Apr. 2010 to Oct. 2016  |  | 9                      |  | 7.7   | %
|Preferred equity interests |  |                    | 146,154   |                     |   | 94,802                     |  | 11.8 | %                   |  | Aug. 2009 to Sept. 2021 |  | 29                     |  | 8.9   | %
|                           |  |                    |           |                     |   |                            |  |      |                     |  |                         |  |                        |  |       |  
|Total                      |  | $                  | 1,648,745 |                     | $ | 1,533,581                  |  | 8.4  | %                   |  |                         |  | 233                    |  | 100.0 | %
|                           |  |                    |           |                     |   |                            |  |      |                     |  |                         |  |                        |  |       |  



|(1) | Reflects the carrying amount of the respective assets classes, as they appear in our consolidated financial statements as of June 30, 2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Weighted-average coupon is calculated on the unpaid principal amount of the underlying instruments which does not necessarily correspond to the carrying amount.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

Investment in real estate interests.

The table below summarizes the amounts included in our consolidated financial statements for investments in real estate interests (dollars in thousands):



|                                                |  |                   |         |   |                       |   |         |  
|----------------------------------------------- |  | ----------------- | ------- | - | --------------------- | - | ------- | -
|                                                |  | As ofJune 30,2009 |         |   | As ofDecember 31,2008 |  
|Multi-family real estate properties             |  | $                 | 425,557 |   |                       | $ | 225,054 |  
|Office real estate properties                   |  |                   | 138,918 |   |                       |   | 131,285 |  
|Retail real estate property                     |  |                   | 33,751  |   |                       |   |        |  
|Parcels of land                                 |  |                   | 22,208  |   |                       |   | 614     |  
|                                                |  |                   |         |   |                       |   |         |  
|Subtotal                                        |  |                   | 620,434 |   |                       |   | 356,953 |  
|Plus: Escrows and reserves                      |  |                   | 458     |   |                       |   | 4,091   |  
|Less: Accumulated depreciation and amortization |  |                   | (16,273 | ) |                       |   | (10,557 | )
|                                                |  |                   |         |   |                       |   |         |  
|Investments in real estate interests            |  | $                 | 604,619 |   |                       | $ | 350,487 |  
|                                                |  |                   |         |   |                       |   |         |  



34



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##### Table of Contents

The charts below describe the property types and the geographic breakdown of our commercial mortgages,
mezzanine loans, other loans, preferred equity interests and investments in real estate interests as of June 30, 2009:



|     |  |     
|---- |  | ----
|LOGO |  | LOGO



|(a) | Based on amortized cost.
|--- | ------------------------

Residential mortgages and
mortgage-related receivables.

We invested in our portfolio of residential mortgages primarily to help RAIT comply with REIT asset
and income requirements while generating acceptable returns. We sold our retained interests in this portfolio in July 2009. See Overview.

Set forth below is certain information with respect to the residential mortgages and mortgage-related receivables owned as of June 30, 2009 (dollars in thousands):



|                     |  |                    |           |                            |     |   |                           |            |                            |            |               |       |                       |       |  
|-------------------- |  | ------------------ | --------- | -------------------------- | --- | - | ------------------------- | ---------- | -------------------------- | ---------- | ------------- | ----- | --------------------- | ----- | -
|                     |  | CarryingAmount (1) |           | Weighted-AverageCoupon (2) |     |   | AverageNextAdjustmentDate |            | AverageContractualMaturity |            | NumberofLoans |       | PercentageofPortfolio |      
|3/1 Adjustable rate  |  | $                  | 84,620    |                            | 5.6 | % |                           | Aug. 2009  |                            | Aug. 2035  |               | 230   |                       | 2.5   | %
|5/1 Adjustable rate  |  |                    | 2,746,759 |                            | 5.6 | % |                           | Sept. 2010 |                            | Sept. 2035 |               | 5,725 |                       | 81.9  | %
|7/1 Adjustable rate  |  |                    | 471,545   |                            | 5.7 | % |                           | July 2012  |                            | July 2035  |               | 1,039 |                       | 14.0  | %
|10/1 Adjustable rate |  |                    | 52,165    |                            | 5.7 | % |                           | June 2015  |                            | June 2035  |               | 60    |                       | 1.6   | %
|                     |  |                    |           |                            |     |   |                           |            |                            |            |               |       |                       |       |  
|Total                |  | $                  | 3,355,089 |                            | 5.6 | % |                           |            |                            |            |               | 7,054 |                       | 100.0 | %
|                     |  |                    |           |                            |     |   |                           |            |                            |            |               |       |                       |       |  



|(1) | Reflects the carrying amount of the respective assets classes, as they appear in our consolidated financial statements as of June 30, 2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Weighted-average coupon is calculated on the unpaid principal amount of the underlying instruments which does not necessarily correspond to the carrying amount.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



35



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##### Table of Contents

The following charts below describe the housing type and geographic breakdown of the residential
mortgages and mortgage-related receivables we own as of June 30, 2009:



|     |  |     
|---- |  | ----
|LOGO |  | LOGO



|(a) | Based on Carrying Amount.
|--- | -------------------------



36



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##### Table of Contents

TruPS and subordinated debentures.We have provided REITs and real estate operating
companies the ability to raise subordinated debt capital through TruPS and subordinated debentures. TruPS are long-term instruments, with maturities ranging from 10 to 30 years, which are priced based on short-term variable rates, such as the
six-month London Inter-Bank Offered Rate, or LIBOR. TruPS are unsecured and contain minimal financial and operating covenants.

The table
below describes our investment in TruPS and subordinated debentures as included in our consolidated financial statements as of June 30, 2009 (dollars in thousands):



|                     |  |                         |         |           |       |   |                            |     |   |                                                          |       |   |                                           |       
|-------------------- |  | ----------------------- | ------- | --------- | ----- | - | -------------------------- | --- | - | -------------------------------------------------------- | ----- | - | ----------------------------------------- | ------
|                     |  |                         |         |           |       |   |                            |     |   | Issuer Statistics                                       
|Industry Sector      |  | EstimatedFair Value (1) |         | % ofTotal |       |   | Weighted-AverageCoupon (2) |     |   | Weighted-AverageRatio of Debt to TotalCapitalization (a) |       |   | Weighted-AverageInterestCoverageRatio (a)
|Commercial Mortgage  |  | $                       | 205,133 |           | 35.8  | % |                            | 4.5 | % |                                                          | 76.4  | % |                                           | 0.9x  
|Office               |  |                         | 123,913 |           | 21.6  | % |                            | 7.8 | % |                                                          | 69.1  | % |                                           | 2.6x  
|Residential Mortgage |  |                         | 72,168  |           | 12.6  | % |                            | 2.9 | % |                                                          | 90.1  | % |                                           | 1.2x  
|Specialty Finance    |  |                         | 53,442  |           | 9.3   | % |                            | 4.7 | % |                                                          | 100.0 | % |                                           | (1.0)x
|Homebuilders         |  |                         | 37,905  |           | 6.6   | % |                            | 7.8 | % |                                                          | 61.0  | % |                                           | 0.7x  
|Retail               |  |                         | 36,554  |           | 6.4   | % |                            | 5.1 | % |                                                          | 81.8  | % |                                           | 2.0x  
|Hospitality          |  |                         | 24,540  |           | 4.3   | % |                            | 6.0 | % |                                                          | 72.5  | % |                                           | 2.1x  
|Storage              |  |                         | 19,350  |           | 3.4   | % |                            | 8.0 | % |                                                          | 63.5  | % |                                           | 3.5x  
|                     |  |                         |         |           |       |   |                            |     |   |                                                          |       |   |                                           |       
|Total                |  | $                       | 573,005 |           | 100.0 | % |                            | 5.0 | % |                                                          | 77.5  | % |                                           | 1.3x  
|                     |  |                         |         |           |       |   |                            |     |   |                                                          |       |   |                                           |       



|(1) | Reflects the estimated fair value of the respective assets classes, as they appear in our consolidated financial statements as of June 30, 2009.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Weighted-average coupon is calculated on the unpaid principal amount of the underlying instruments which does not necessarily correspond to the carrying amount.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

The chart below describes the equity capitalization of our investment in TruPS and subordinated debentures as included in
our consolidated financial statements as of June 30, 2009 (dollars in thousands):

LOGO



|(a) | Based on the most recent information available to management as provided by our TruPS issuers or through public filings.
|--- | ------------------------------------------------------------------------------------------------------------------------



37



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##### Table of Contents

Mortgage-backed securities, including RMBS, CMBS, unsecured REIT notes and other real
estate-related debt securities.We have invested, and expect to continue to invest, in RMBS, CMBS, unsecured REIT notes and other real estate-related debt securities.

The table and the chart below describe certain characteristics of our mortgage-backed securities and other real estate-related debt securities as of
June 30, 2009 (dollars in thousands):



|                                |  |                     |         |                            |     |   |                                  |      |               |   |        
|------------------------------- |  | ------------------- | ------- | -------------------------- | --- | - | -------------------------------- | ---- | ------------- | - | -------
|Investment Description          |  | EstimatedFair Value |         | Weighted-AverageCoupon (1) |     |   | Weighted-AverageYears toMaturity |      | AmortizedCost
|Unsecured REIT note receivables |  | $                   | 74,645  |                            | 6.9 | % |                                  | 6.9  |               | $ | 95,610 
|CMBS receivables                |  |                     | 25,888  |                            | 2.8 | % |                                  | 34.5 |               |   | 125,629
|Other securities                |  |                     | 1,694   |                            | 3.5 | % |                                  | 40.6 |               |   | 57,084 
|                                |  |                     |         |                            |     |   |                                  |      |               |   |        
|Total                           |  | $                   | 102,227 |                            | 5.8 | % |                                  | 14.5 |               | $ | 278,323
|                                |  |                     |         |                            |     |   |                                  |      |               |   |        



|(1) | Weighted-average coupon is calculated on the unpaid principal amount of the underlying instruments which does not necessarily correspond to the carrying amount.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

LOGO



|(a) | S&P Ratings as of June 30, 2009.
|--- | --------------------------------



38



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##### Table of Contents

Credit Summary

The table below summarizes the carrying value of our investments, non-accrual status investments and our allowance for losses at June 30, 2009 (dollars in thousands):



|                                                                                                                        |  |                    |           |                                       |     |                                               |   |         |                             |  |      |                     |  |   |         |    
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------ | --------- | ------------------------------------- | --- | --------------------------------------------- | - | ------- | --------------------------- |  | ---- | ------------------- |  | - | ------- | ---
|                                                                                                                        |  | CarryingAmount (1) |           | Numberof Non-AccrualStatusInvestments |     | CarryingAmount ofNon-AccrualStatusInvestments |   |         | Percentageof AssetClass(es) |  |      | Allowance forLosses | 
|Commercial mortgages, mezzanine loans, other loans, preferred equity interests and investments in real estate interests |  | $                  | 2,253,364 |                                       | 27  |                                               | $ | 171,809 |                             |  | 7.6  | %                   |  | $ | 108,842 | (2)
|Residential mortgages and mortgage-related receivables                                                                  |  |                    | 3,355,089 |                                       | 908 |                                               |   | 370,380 | (3)                         |  | 11.0 | %                   |  |   | 128,790 |    
|Investments in securities and security-related receivables (4)                                                          |  |                    | 675,232   |                                       | 17  |                                               |   | 28,086  |                             |  | 4.2  | %                   |  |   | N/A     | (5)
|                                                                                                                        |  |                    |           |                                       |     |                                               |   |         |                             |  |      |                     |  |   |         |    
|Total                                                                                                                   |  | $                  | 6,283,685 |                                       | 952 |                                               | $ | 570,275 |                             |  | 9.1  | %                   |  | $ | 237,632 |    
|                                                                                                                        |  |                    |           |                                       |     |                                               |   |         |                             |  |      |                     |  |   |         |    



|(1) | Reflects the carrying amount of the respective assets classes, as they appear in our consolidated financial statements as of June 30, 2009.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Pertains to 28 loans with a $183.5 million aggregate unpaid principal balance.
|--- | ------------------------------------------------------------------------------

|(3) | Includes loans delinquent over 60 days, in foreclosure, bankrupt or real estate owned as of June 30, 2009. In July 2009, we sold our retained interests in the securitizations
collateralized by our residential mortgage portfolio.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Investments in securities and security-related receivables are recorded at fair value in our consolidated balance sheet in accordance with GAAP. The unpaid principal value of these
investments as of June 30, 2009 is $1.2 billion. The unpaid principal balance of the non-accrual investments in this category is $128.1 million, or 10.3% of the total unpaid principal balance.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | An allowance for losses is not applicable for investments in securities and security-related receivables, including our investments in U.S. TruPS and other securities, as these
items are carried at fair value in our consolidated financial statements. The estimated fair value adjustment for our U.S. TruPS portfolio is recorded as a component of GAAP net income. While we believe the estimated fair values of these asset
classes are affected by any related credit quality issues, under GAAP, no separate allowance for losses is established.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



39



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##### Table of Contents

Securitization Summary

A summary of our CDO investments as of the most recent payment information is as follows (dollars in millions):



|                              |  |                             |          |                                     |   |                |  |                 |       |                                 |   |                  |  |   |                  |  |       |   |  |       |  
|----------------------------- |  | --------------------------- | -------- | ----------------------------------- | - | -------------- |  | --------------- | ----- | ------------------------------- | - | ---------------- |  | - | ---------------- |  | ----- | - |  | ----- | -
|                              |  |                             |          | Our Retained Interests (Par Amount) |   |                |  |                 |       |                                 |   |                 
|Managed CDOs (Unconsolidated) |  | TotalCollateral(Par Amount) |          | DebtRetained                        |   | EquityRetained |  | TotalInvestment |       | DefaultedCollateral(Par Amount) |   | OC TestTrigger % |  |   | OC TestCurrent % | 
|Taberna I                     |  | $                           | 647.7    |                                     | $ | 3.4            |  | $               | 0.3   |                                 | $ | 3.7              |  | $ | 56.0             |  | 104.5 | % |  | 103.0 | %
|Taberna II                    |  |                             | 974.0    |                                     |   | 13.0           |  |                 | 7.5   |                                 |   | 20.5             |  |   | 270.0            |  | 102.5 | % |  | 78.9  | %
|Taberna III                   |  |                             | 760.3    |                                     |   | 17.0           |  |                 |      |                                 |   | 17.0             |  |   | 196.1            |  | 101.0 | % |  | 83.9  | %
|Taberna IV                    |  |                             | 667.6    |                                     |   | 6.8            |  |                 |      |                                 |   | 6.8              |  |   | 145.6            |  | 101.6 | % |  | 85.0  | %
|Taberna V                     |  |                             | 708.7    |                                     |   | 13.0           |  |                 | 19.7  |                                 |   | 32.7             |  |   | 200.0            |  | 101.4 | % |  | 81.1  | %
|Taberna VI                    |  |                             | 684.8    |                                     |   | 5.5            |  |                 |      |                                 |   | 5.5              |  |   | 160.6            |  | 102.2 | % |  | 87.1  | %
|Taberna VII                   |  |                             | 640.6    |                                     |   | 17.5           |  |                 |      |                                 |   | 17.5             |  |   | 121.8            |  | 101.7 | % |  | 89.7  | %
|Taberna Europe I              |  |                             | 820.1    |                                     |   | 19.7           |  |                 | 15.8  |                                 |   | 35.5             |  |   | 56.1             |  | 101.5 | % |  | 94.5  | %
|Taberna Europe II             |  |                             | 1,022.0  |                                     |   | 2.8            |  |                 | 17.6  |                                 |   | 20.4             |  |   | 96.8             |  | 108.3 | % |  | 95.4  | %
|                              |  |                             |          |                                     |   |                |  |                 |       |                                 |   |                  |  |   |                  |  |       |   |  |       |  
|Managed CDOs                  |  |                             | 6,925.8  |                                     |   | 98.7           |  |                 | 60.9  |                                 |   | 159.6            |  |   | 1,303.0          |  |       |   |  |       |  
|                              |  |                             |          |                                     |   |                | 
|TruPS CDOs (Consolidated)     |  |                             |          |                                     |   |                |  |                 |       |                                 |   |                  |  |   |                  | 
|Taberna VIII                  |  |                             | 722.2    |                                     |   | 73.0           |  |                 | 60.0  |                                 |   | 133.0            |  |   | 69.5             |  | 103.5 | % |  | 98.6  | %
|Taberna IX                    |  |                             | 753.3    |                                     |   | 134.0          |  |                 | 52.5  |                                 |   | 186.5            |  |   | 60.6             |  | 105.4 | % |  | 100.5 | %
|                              |  |                             |          |                                     |   |                |  |                 |       |                                 |   |                  |  |   |                  |  |       |   |  |       |  
|TruPS CDOs                    |  |                             | 1,475.5  |                                     |   | 207.0          |  |                 | 112.5 |                                 |   | 319.5            |  |   | 130.1            |  |       |   |  |       |  
|                              |  |                             |          |                                     |   |                | 
|CRE CDOs (Consolidated)       |  |                             |          |                                     |   |                |  |                 |       |                                 |   |                  |  |   |                  | 
|RAIT I                        |  |                             | 1,015.6  |                                     |   | 50.5           |  |                 | 165.0 |                                 |   | 215.5            |  |   | 88.5             |  | 116.2 | % |  | 117.7 | %
|RAIT II                       |  |                             | 822.3    |                                     |   | 120.5          |  |                 | 110.2 |                                 |   | 230.7            |  |   | 4.3              |  | 111.7 | % |  | 118.1 | %
|                              |  |                             |          |                                     |   |                |  |                 |       |                                 |   |                  |  |   |                  |  |       |   |  |       |  
|CRE CDOs                      |  |                             | 1,837.9  |                                     |   | 171.0          |  |                 | 275.2 |                                 |   | 446.2            |  |   | 92.8             |  |       |   |  |       |  
|                              |  |                             |          |                                     |   |                |  |                 |       |                                 |   |                  |  |   |                  |  |       |   |  |       |  
|Total                         |  | $                           | 10,239.2 |                                     | $ | 476.7          |  | $               | 448.6 |                                 | $ | 925.3            |  | $ | 1,525.9          |  |       |   |  |       |  
|                              |  |                             |          |                                     |   |                |  |                 |       |                                 |   |                  |  |   |                  |  |       |   |  |       |  

The equity securities that we own in the CDOs shown in the table are subordinate in right of
payment and in liquidation to the collateralized debt securities issued by the CDOs. We may also own common shares, or the non-economic residual interest, in certain of the entities above. As of June 30, 2009, all of the Taberna CDOs, together
with Taberna Europe I and Taberna Europe II, were not passing their required interest coverage or overcollateralization triggers and we received only senior asset management fees and interest on certain of the more senior-rated debt owned by us
related to these CDO transactions. An event of default has occurred in Taberna III, Taberna IV and Taberna VI in August 2009 due to the non-payment of interest to certain non-controlling class note holders. An event of default may be cause for our
removal as collateral manager of these CDOs in limited circumstances where an event of default is caused by a breach or default of the collateral manager. However, we do not believe these circumstances exist and do not expect these events of default
will restrict our ability to continue to manage these entities and receive the senior asset management fees. We are unable to predict with certainty which CDOs, in the future, will incur events of default or which, if any, remedies the appropriate
note holders may exercise in the future. We continue to receive all of our management fees, interest and residual returns on our two commercial real estate CDOs, RAIT I and RAIT II, and all applicable interest coverage and over-collateralization
requirements continue to be met for these securitizations.



40



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##### Table of Contents

We completed six securitizations of residential mortgage loans, which had aggregate unpaid principal
balances of $3.5 billion as of June 30, 2009. The following table summarizes the total collateral amount, our retained interests and loan delinquencies greater than 60 days for each of the six securitizations as of June 30, 2009 (dollars
in millions):



|                                                              |  |                        |         |                           |   |                                 |  |      |  
|------------------------------------------------------------- |  | ---------------------- | ------- | ------------------------- | - | ------------------------------- |  | ---- | -
|                                                              |  | Total CollateralAmount |         | Our RetainedInterests (1) |   | Loan Delinquencies> 60 days (2) | 
|Bear Stearns ARM Trust 2005-7                                 |  | $                      | 359.8   |                           | $ | 30.1                            |  | 7.4  | %
|Bear Stearns ARM Trust 2005-9                                 |  |                        | 748.8   |                           |   | 46.6                            |  | 4.9  | %
|Citigroup Mortgage Loan Trust 2005-1                          |  |                        | 498.6   |                           |   | 41.5                            |  | 3.4  | %
|CWABS Trust 2005 HYB9                                         |  |                        | 689.6   |                           |   | 27.7                            |  | 22.1 | %
|Merrill Lynch Mortgage Investors Trust, Series 2005-A9        |  |                        | 587.7   |                           |   | 40.0                            |  | 9.9  | %
|Merrill Lynch Mortgage Backed Securities Trust, Series 2007-2 |  |                        | 479.8   |                           |   | 20.0                            |  | 14.9 | %
|                                                              |  |                        |         |                           |   |                                 |  |      |  
|Total                                                         |  | $                      | 3,364.3 |                           | $ | 205.9                           |  | 10.8 | %
|                                                              |  |                        |         |                           |   |                                 |  |      |  



|(1) | We have retained all of the equity interests in these securitizations. All of the debt issued by these securitizations that was not retained by us is rated
AAA by various rating agencies. In July 2009, we sold our retained interests in the securitizations collateralized by our residential mortgage portfolio.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Based on total collateral amount as of June 30, 2009. Our total loan loss reserve associated with our residential mortgage portfolio was $128.8 million as of June 30,
2009.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our retained interests in the securitizations shown in the table are comprised of the equity of, and the subordinated
notes with the lowest payment priority issued by, these securitizations. Realized losses in these securitizations are allocated in sequential order of payment priority starting with the equity and then the notes with the next lowest payment
priority. Our retained interests reflect the cumulative realized losses that have been allocated to us through June 30, 2009.

In July
2009, we sold to an investor our notes and equity interests, or the retained interests, together with any principal or interest payable thereon, issued by the six securitizations of residential mortgage loans, or the residential mortgage
securitizations, listed above. The purchase price paid by this investor to us was $15.8 million, plus accrued interest. As a result of this transaction, we deconsolidated the residential securitizations during July 2009 in accordance with FIN 46R
and treated the deconsolidation of the securitizations as sales of the net assets of the entities and expect to record a loss on sale of approximately $62.0 million. The deconsolidation and the loss on sale will be recorded during the three-month
period ended September 30, 2009. We will not receive any further cash flows from these securitizations and will no longer include the assets of these securitizations in our assets under management.

Performance Measures

We use adjusted earnings and
assets under management, or AUM, as tools to measure our financial and operating performance. The following defines these measures and describes their relevance to our financial and operating performance:

Adjusted EarningsWe measure our performance using adjusted earnings in addition to GAAP net income (loss). Adjusted earnings
represents net income (loss) allocable to common shares, computed in accordance with GAAP, before provision for losses, depreciation expense, amortization of intangible assets, (gains) losses on sale of assets, (gains) losses on extinguishment of
debt, (gains) losses on deconsolidation of VIEs, capital (gains) losses, change in fair value of financial instruments net of allocation to noncontrolling interests, unrealized (gains) losses on interest rate hedges, interest cost of hedges net of
allocation to noncontrolling interests, asset impairments, share-based compensation, write-off of unamortized deferred financing costs, fee income deferred (recognized) and our deferred tax provision (benefit). These items are recorded in accordance
with GAAP and are typically non-cash items that do not impact our operating performance or dividend paying ability.

Management views
adjusted earnings as a useful and appropriate supplement to GAAP net income (loss) because it helps us evaluate our performance without the effects of certain GAAP adjustments that may not have a direct financial impact on our current operating
performance and our dividend paying ability. We use adjusted earnings to evaluate the performance of our investment portfolios, our ability to generate fees, our ability to manage our expenses and our dividend paying ability before the impact of
non-cash adjustments recorded in accordance with GAAP. We believe this is a useful performance measure for investors to evaluate these aspects of our business as well. The most significant adjustments we exclude in determining adjusted earnings are
provision for losses, amortization of intangible assets, change in fair value of financial instruments, capital (gains) losses, asset impairments and share-based compensation. Management excludes all such items from its calculation of adjusted
earnings because these items are not charges or losses which would impact our current operating performance or dividend paying ability. By excluding these significant items, adjusted earnings reduces an investors understanding of our operating
performance by excluding: (i) managements expectation of possible losses from our investment portfolio or non-performing assets that may impact future operating performance or dividend paying ability, (ii) the allocation of non-cash
costs of generating fee revenue during the periods in which we are receiving such revenue, and (iii) share-based compensation required to retain and incentivize our management team.



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Adjusted earnings, as a non-GAAP financial measurement, does not purport to be an alternative to net
income (loss) determined in accordance with GAAP, or a measure of operating performance or cash flows from operating activities determined in accordance with GAAP as a measure of liquidity. Instead, adjusted earnings should be reviewed in connection
with net income (loss) and cash flows from operating, investing and financing activities in our consolidated financial statements to help analyze managements expectation of potential future losses from our investment portfolio and other
non-cash matters that impact our financial results. Adjusted earnings and other supplemental performance measures are defined in various ways throughout the REIT industry. Investors should consider these differences when comparing our adjusted
earnings to these other REITs.

The table below reconciles the differences between reported net income (loss) allocable to common shares
and adjusted earnings for the following periods (dollars in thousands, except share and per share information):



|                                                                                                 |  |                                         |            |   |                                       |   |            |      |  |   |              |   |  |   |            |  
|------------------------------------------------------------------------------------------------ |  | --------------------------------------- | ---------- | - | ------------------------------------- | - | ---------- | ---- |  | - | ------------ | - |  | - | ---------- | -
|                                                                                                 |  | For the Three-MonthPeriods EndedJune 30 |            |   | For the Six-MonthPeriods EndedJune 30 |  
|                                                                                                 |  | 2009                                    |            |   | 2008                                  |   |            | 2009 |  |   | 2008         |  
|                                                                                                 |  |                                         |            |   | (As revised)                          |   |            |      |  |   | (As revised) |  
|Net income (loss) allocable to common shares, as reported                                        |  | $                                       | (287,867   | ) |                                       | $ | 114,359    |      |  | $ | (432,099     | ) |  | $ | 244,387    |  
|Add (deduct):                                                                                    |  |                                         |            |   |                                       |   |            |      |  |   |              |   |  |   |            |  
|Provision for losses                                                                             |  |                                         | 66,096     |   |                                       |   | 25,310     |      |  |   | 185,600      |   |  |   | 35,583     |  
|Depreciation expense                                                                             |  |                                         | 5,598      |   |                                       |   | 1,385      |      |  |   | 9,784        |   |  |   | 2,766      |  
|Amortization of intangible assets                                                                |  |                                         | 352        |   |                                       |   | 6,094      |      |  |   | 667          |   |  |   | 13,165     |  
|(Gains) losses on sale of assets                                                                 |  |                                         | (50        | ) |                                       |   | 142        |      |  |   | (50          | ) |  |   | 142        |  
|Gains on extinguishment of debt                                                                  |  |                                         | (12,349    | ) |                                       |   | (8,662     | )    |  |   | (47,556      | ) |  |   | (8,662     | )
|Losses on deconsolidation of VIEs                                                                |  |                                         | 313,808    |   |                                       |   |           |      |  |   | 315,860      |   |  |   |           |  
|Capital losses (1)                                                                               |  |                                         |           |   |                                       |   |           |      |  |   |             |   |  |   | 32,059     |  
|Change in fair value of financial instruments, net of allocation to noncontrolling interests (2) |  |                                         | (100,157   | ) |                                       |   | (106,011   | )    |  |   | (13,810      | ) |  |   | (262,351   | )
|Unrealized (gains) losses on interest rate hedges                                                |  |                                         | 244        |   |                                       |   | 66         |      |  |   | 486          |   |  |   | (15        | )
|Interest cost of hedges, net of allocation to noncontrolling interests (3)                       |  |                                         | (19,990    | ) |                                       |   | (11,300    | )    |  |   | (36,703      | ) |  |   | (17,906    | )
|Asset impairments                                                                                |  |                                         | 46,015     |   |                                       |   | 9,629      |      |  |   | 46,015       |   |  |   | 20,323     |  
|Share-based compensation                                                                         |  |                                         | 854        |   |                                       |   | 2,453      |      |  |   | 2,139        |   |  |   | 4,298      |  
|Fee income deferred (recognized)                                                                 |  |                                         |           |   |                                       |   | (116       | )    |  |   |             |   |  |   | 189        |  
|Deferred tax provision (benefit)                                                                 |  |                                         | (129       | ) |                                       |   | 231        |      |  |   | (297         | ) |  |   | 1,223      |  
|                                                                                                 |  |                                         |            |   |                                       |   |            |      |  |   |              |   |  |   |            |  
|Adjusted earnings                                                                                |  | $                                       | 12,425     |   |                                       | $ | 33,580     |      |  | $ | 30,036       |   |  | $ | 65,201     |  
|                                                                                                 |  |                                         |            |   |                                       |   |            |      |  |   |              |   |  |   |            |  
|Weighted-average shares outstandingDiluted                                                      |  |                                         | 64,995,483 |   |                                       |   | 62,804,806 |      |  |   | 64,972,363   |   |  |   | 62,038,113 |  
|                                                                                                 |  |                                         |            |   |                                       |   |            |      |  |   |              |   |  |   |            |  



|(1) | During the six-month period ended June 30, 2008, certain of our warehouse arrangements were terminated. We have recorded the loss of our warehouse deposits as a component of
the change in fair value of free-standing derivatives in our consolidated statement of operations.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Change in fair value of financial instruments is reported net of allocation to noncontrolling interests of $(8,800) and $(8,955), for the three-month period ended June 30, 2009
and 2008, respectively, and $(22,258) and $90,555 for the six-month periods ended June 30, 2009 and 2008, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Interest cost of hedges is reported net of allocation to noncontrolling interests of $6,710 and $3,977, for the three-month period ended June 30, 2009 and 2008, respectively,
and $12,460 and $6,351 for the six-month periods ended June 30, 2009 and 2008, respectively.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Assets Under ManagementAssets under management, or AUM, represents the total assets
that we own or are managing for third parties. While not all AUM generates fee income, it is an important operating measure to gauge our asset growth, volume of originations, size and scale of our operations and our financial performance. AUM
includes our total investment portfolio and assets associated with unconsolidated CDOs for which we derive asset management fees.

The
table below summarizes our assets under management as of June 30, 2009 and December 31, 2008 (dollars in thousands):



|                                     |  |                                        |            |                                           |   |           
|------------------------------------ |  | -------------------------------------- | ---------- | ----------------------------------------- | - | ----------
|                                     |  | Assets UnderManagement atJune 30, 2009 |            | Assets UnderManagement atDecember 31,2008
|Commercial real estate portfolio (1) |  | $                                      | 2,112,184  |                                           | $ | 2,162,436 
|Residential mortgage portfolio (2)   |  |                                        | 3,365,418  |                                           |   | 3,611,860 
|European portfolio (3)               |  |                                        | 1,842,077  |                                           |   | 1,928,462 
|U.S. TruPS portfolio (4)             |  |                                        | 6,559,103  |                                           |   | 6,478,945 
|Other investments                    |  |                                        | 180        |                                           |   | 180       
|                                     |  |                                        |            |                                           |   |           
|Total                                |  | $                                      | 13,878,962 |                                           | $ | 14,181,883
|                                     |  |                                        |            |                                           |   |           



|(1) | As of June 30, 2009 and December 31, 2008, our commercial real estate portfolio was comprised of $1.4 billion and $1.5 billion, respectively, of assets collateralizing
RAIT I and RAIT II, $604.6 million and $367.7 million, respectively, of investments in real estate interests and $153.8 million and $254.9 million, respectively, of commercial mortgages, mezzanine loans and preferred equity interests that were not
securitized.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Assets under management for our residential mortgage portfolio represents the unpaid principal balance as of June 30, 2009 and December 31, 2008. In July 2009, we sold our
retained interests in the securitizations collateralized by our residential mortgage portfolio and these assets will not be included in assets under management in subsequent reporting periods.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Our European portfolio is comprised of assets collateralizing Taberna Europe I and Taberna Europe II.
|--- | -----------------------------------------------------------------------------------------------------

|(4) | Our U.S. TruPS portfolio is comprised of assets collateralizing Taberna I through Taberna IX, and includes TruPS and subordinated debentures, unsecured REIT note receivables, CMBS
receivables, other securities, commercial mortgages and mezzanine loans.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

REIT Taxable Income

To qualify as a REIT, we are required to make annual distributions to our shareholders in an amount at least equal to 90% of our REIT taxable income,
determined without regard to the deduction for dividends paid and excluding net capital gains. In addition, to avoid certain U.S. federal excise taxes, we are required to make distributions to our shareholders in an amount at least equal to 90% of
our REIT taxable income for each year. Because we expect to make distributions based on the foregoing requirements, and not based on our earnings computed in accordance with GAAP, we expect that our distributions may at times be more or less than
our reported earnings as computed in accordance with GAAP.

Our board of trustees decided in May 2009 that its review and determination of
dividends on RAITs common shares for 2009 will be made when a full year of REIT taxable income is available. The board will continue to monitor RAITs estimated REIT taxable income during 2009 and intends to declare a dividend, if
any, in at least the amount necessary to meet RAITs annual distribution requirements. The board will also consider the composition of any common dividends declared, including the option of paying a portion in cash and the balance in
additional common shares. Generally, dividends payable in stock are not treated as dividends for purposes of the deduction for dividends, or as taxable dividends to the recipient. The Internal Revenue Service, in Revenue Procedure 2009-15, has given
guidance with respect to certain stock distributions by publicly traded REITS. That Revenue Procedure applies to distributions made on or after January 1, 2008 and declared with respect to a taxable year ending on or before December 31,
2009. It provides that publicly-traded REITS can distribute stock (common shares in our case) to satisfy their REIT distribution requirements if stated conditions are met. These conditions include that at least 10% of the aggregate declared
distributions be paid in cash and the shareholders be permitted to elect whether to receive cash or stock, subject to the limit set by the REIT on the cash to be distributed in the aggregate to all shareholders. RAIT did not use this Revenue
Procedure with respect to any distributions for its 2008 taxable year, but may do so for distributions with respect to 2009. The board expects to continue to review and determine the dividends on RAITs preferred shares on a quarterly basis.

Total taxable income and REIT taxable income are non-GAAP financial measurements, and do not purport to be an alternative to reported net
income determined in accordance with GAAP as a measure of operating performance or to cash flows from operating activities determined in accordance with GAAP as a measure of liquidity. Our total taxable income represents the aggregate amount of
taxable income generated by us and by our domestic and foreign TRSs. REIT taxable income is calculated under U.S. federal tax laws in a manner that, in certain respects, differs from the calculation of net income pursuant to GAAP. REIT taxable
income excludes the undistributed taxable income of our domestic TRSs, which is not included in REIT taxable income until distributed to us. Subject to TRS value limitations, there is no requirement that our domestic TRSs distribute their earnings
to us. REIT taxable income, however, generally includes the taxable income of our foreign TRSs because we will generally be required to recognize and report our taxable



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income on a current basis. Since we are structured as a REIT and the Internal Revenue Code requires that we distribute substantially all of our net taxable
income in the form of distributions to our shareholders, we believe that presenting the information management uses to calculate our net taxable income is useful to investors in understanding the amount of the minimum distributions that we must make
to our shareholders so as to comply with the rules set forth in the Internal Revenue Code. Because not all companies use identical calculations, this presentation of total taxable income and REIT taxable income may not be comparable to other
similarly titled measures as determined and reported by other companies.

The table below reconciles the differences between reported net
income (loss) allocable to common shares and total taxable income (loss) and estimated REIT taxable income (loss) for the three-month and six-month periods ended June 30, 2009 and 2008 (dollars in thousands):



|                                                                                                 |  |                                          |          |   |                                        |   |          |      |  |   |          |   |  |   |          |  
|------------------------------------------------------------------------------------------------ |  | ---------------------------------------- | -------- | - | -------------------------------------- | - | -------- | ---- |  | - | -------- | - |  | - | -------- | -
|                                                                                                 |  | For the Three-MonthPeriods Ended June 30 |          |   | For the Six-MonthPeriods Ended June 30 |  
|                                                                                                 |  | 2009                                     |          |   | 2008                                   |   |          | 2009 |  |   | 2008     |  
|Net income (loss) allocable to common shares, as reported                                        |  | $                                        | (287,867 | ) |                                        | $ | 114,359  |      |  | $ | (432,099 | ) |  | $ | 244,387  |  
|Add (deduct):                                                                                    |  |                                          |          |   |                                        |   |          |      |  |   |          |   |  |   |          |  
|Provision for losses                                                                             |  |                                          | 66,096   |   |                                        |   | 25,310   |      |  |   | 185,600  |   |  |   | 35,583   |  
|Charge-offs on allowance for losses                                                              |  |                                          | (53,831  | ) |                                        |   | (5,174   | )    |  |   | (119,256 | ) |  |   | (6,161   | )
|Domestic TRS book-to-total taxable income differences:                                           |  |                                          |          |   |                                        |   |          |      |  |   |          |   |  |   |          |  
|Income tax (benefit) provision                                                                   |  |                                          | 693      |   |                                        |   | (2,293   | )    |  |   | 657      |   |  |   | (2,434   | )
|Fees received and deferred in consolidation                                                      |  |                                          |         |   |                                        |   | 148      |      |  |   |         |   |  |   | 307      |  
|Stock compensation and other temporary tax differences                                           |  |                                          | 423      |   |                                        |   | (2,931   | )    |  |   | (934     | ) |  |   | 867      |  
|Capital losses not offsetting capital gains and other temporary tax differences                  |  |                                          |         |   |                                        |   |         |      |  |   |         |   |  |   | 32,059   |  
|Losses on deconsolidation of VIEs                                                                |  |                                          | 313,808  |   |                                        |   |         |      |  |   | 313,808  |   |  |   |         |  
|Asset impairments                                                                                |  |                                          | 46,015   |   |                                        |   | 9,629    |      |  |   | 46,015   |   |  |   | 20,323   |  
|Change in fair value of financial instruments, net of allocation to noncontrolling interests (1) |  |                                          | (100,157 | ) |                                        |   | (106,011 | )    |  |   | (13,810  | ) |  |   | (262,351 | )
|Amortization of intangible assets                                                                |  |                                          | 352      |   |                                        |   | 6,094    |      |  |   | 667      |   |  |   | 13,165   |  
|CDO investments aggregate book-to-taxable income differences (2)                                 |  |                                          | (23,245  | ) |                                        |   | (22,971  | )    |  |   | (49,952  | ) |  |   | (34,503  | )
|Accretion of (premiums) discounts                                                                |  |                                          | (106     | ) |                                        |   | 2,754    |      |  |   | (211     | ) |  |   | 2,271    |  
|Other book to tax differences                                                                    |  |                                          | (1,076   | ) |                                        |   | (701     | )    |  |   | 57       |   |  |   | (301     | )
|                                                                                                 |  |                                          |          |   |                                        |   |          |      |  |   |          |   |  |   |          |  
|Total taxable income (loss)                                                                      |  |                                          | (38,895  | ) |                                        |   | 18,213   |      |  |   | (69,458  | ) |  |   | 43,212   |  
|Less: Taxable income attributable to domestic TRS entities                                       |  |                                          | (5,654   | ) |                                        |   | 3,979    |      |  |   | (6,641   | ) |  |   | 2,236    |  
|Plus: Dividends paid by domestic TRS entities                                                    |  |                                          | 5,000    |   |                                        |   | 5,500    |      |  |   | 5,000    |   |  |   | 12,000   |  
|                                                                                                 |  |                                          |          |   |                                        |   |          |      |  |   |          |   |  |   |          |  
|Estimated REIT taxable income (loss), prior to deduction for dividends paid                      |  | $                                        | (39,549  | ) |                                        | $ | 27,692   |      |  | $ | (71,099  | ) |  | $ | 57,448   |  
|                                                                                                 |  |                                          |          |   |                                        |   |          |      |  |   |          |   |  |   |          |  



|(1) | Change in fair value of financial instruments is reported net of allocation to noncontrolling interests of $(8,800) and $(8,955), for the three-month period ended June 30, 2009
and 2008, respectively, and $(22,258) and $90,555 for the six-month periods ended June 30, 2009 and 2008, respectively.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts reflect the aggregate book-to-taxable income differences and are primarily comprised of (a) unrealized gains on interest rate hedges within CDO entities that Taberna
consolidated, (b) amortization of original issue discounts and debt issuance costs and (c) differences in tax year-ends between Taberna and its CDO investments.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Results of Operations

Three-Month Period Ended June 30, 2009 Compared to the Three-Month Period Ended June 30, 2008

Revenue

Investment interest income.Investment interest income decreased $46.9 million, or 26.5%, to $130.4 million for the
three-month period ended June 30, 2009 from $177.3 million for the three-month period ended June 30, 2008. This net decrease was primarily attributable to decreases in interest income of: $7.4 million resulting from repayments on our
residential mortgage loans and the remaining decrease primarily resulting from $671.8 million in total principal amount of investments on non-accrual status as of June 30, 2009 compared to $558.1 as of June 30, 2008 together with the
deconsolidation of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations on June 25, 2009 and the reduction in short-term LIBOR of approximately 2.0% during the three-month period ended June 30, 2009 compared to the
three-month period ended June 30, 2008.

Investment interest expense.Investment interest expense decreased $28.0 million, or
23.4%, to $91.9 million for the three-month period ended June 30, 2009 from $119.9 million for the three-month period ended June 30, 2008. This net decrease was primarily attributable to decreases in interest expense of: $5.5 million
resulting from repayments of our mortgage backed securities used to finance our residential mortgage portfolio; $0.8 million resulting from repurchases of our convertible senior notes; and the remaining decrease primarily resulting from the
deconsolidation of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations on June 25, 2009 and the effect on our floating rate indebtedness of the reduction in short-term LIBOR of approximately 2.0% during the three-month
period ended June 30, 2009 compared to the three-month period ended June 30, 2008.

Rental income. Rental income increased
$10.3 million to $13.6 million for the three-month period ended June 30, 2009 from $3.3 million for the three-month period ended June 30, 2008. This increase was primarily attributable to 28 new properties, with total assets of
approximately $494.3 million, acquired or consolidated since June 30, 2008.

Fee and other income.Fee and other income
increased $4.1 million, or 88.9%, to $8.7 million for the three-month period ended June 30, 2009 from $4.6 million for the three-month period ended June 30, 2008. We received $4.8 million of fee income from our restructuring advisory
services, $1.9 million of property management fee income from our acquisition of Jupiter Communities, LLC on May 1, 2009 offset by $2.2 million of lower origination fees from our domestic and European origination activities during the six-month
period ended June 30, 2009 compared to 2008 and $0.6 million of decreased asset management fees resulting from decreased credit performance in several of our managed CDOs.

Expenses

Compensation
expense. Compensation expense decreased $2.4 million, or 28.6%, to $6.0 million for the three-month period ended June 30, 2009 from $8.4 million for the three-month period ended June 30, 2008. This decrease was primarily due to a
reduction in salary and bonus compensation costs of $2.5 million during the three-month period ended June 30, 2009 and lower stock-based compensation amortization of $1.7 million resulting from the vesting of certain restricted shares and
phantom units subsequent to June 30, 2008 offset by $1.8 million of compensation costs from our acquisition of Jupiter Communities, LLC on May 1, 2009.

Real estate operating expense.Real estate operating expense increased $8.2 million to $11.1 million for the three-month period ended June 30, 2009 from $2.9 million for the three-month period ended
June 30, 2008. This increase was primarily attributable to 28 new properties, with total assets of approximately $494.3 million, acquired or consolidated since June 30, 2008.

General and administrative expense. General and administrative expense decreased $1.6 million, or 23.7%, to $5.3 million for the three-month
period ended June 30, 2009 from $6.9 million for the three-month period ended June 30, 2008. This decrease is primarily due to a $0.2 million decrease in investment monitoring costs due to the termination of a shared services
agreement in July 2008 and $1.4 million of lower consulting and professional fees during the three-month period ended June 30, 2009 compared to June 30, 2008.

Provision for losses. The provision for losses relates to our investments in residential mortgages and mortgage-related receivables and our commercial mortgage loan portfolio. The provision for losses increased
by $40.8 million for the three-month period ended June 30, 2009 to $66.1 million as compared to $25.3 million for the three-month period ended June 30, 2008. Since June 30, 2008, delinquencies in our residential mortgage portfolio
have increased by $253.8 million, including $130.7 million in real estate-owned, bankruptcy or foreclosure property, and by $4.0 million in our commercial loan portfolio. While we believe we have properly reserved for the probable losses in our
portfolio, we continually monitor our portfolio for evidence of loss and accrue or adjust our loan loss reserve as circumstances or conditions change. As of June 30, 2009, $171.8 million of our commercial mortgages and mezzanine loans and
$371.9 million of our residential mortgages and mortgage-related receivables were on non-accrual status.

Depreciation expense.
Depreciation expense increased $4.4 million to $5.6 million for the three-month period ended June 30, 2009 from $1.2 million the three-month period ended June 30, 2008. This increase was primarily attributable to 28 new properties, with
total assets of approximately $494.3 million, acquired or consolidated since June 30, 2008 as well as increased depreciation of furniture and fixtures we added since June 30, 2008.



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Amortization of intangible assets. Intangible amortization represents the amortization of
intangible assets acquired from Taberna on December 11, 2006. Amortization expense decreased $5.7 million to $0.4 million for the three-month period ended June 30, 2009 from $5.7 million for the three-month period ended June 30, 2008.
This decrease resulted from the full amortization of some of the identified intangibles ($59.5 million had a useful life of 18 months or less) and $18.0 million in asset impairments recorded since June 30, 2008.

Other Income (Expenses)

Interest and other income. Interest and other income increased $1.6 million to $1.7 million for the three-month period ended June 30, 2009 from $0.1 million for the three-month period ended June 30, 2008. This increase is
primarily due to higher other income attributable to 28 new properties, with total assets of approximately $494.3 million, acquired or consolidated since June 30, 2008.

Gains on extinguishment of debt. Gains on extinguishment of debt during the three-month period ended June 30, 2009 are attributable to the
repurchase of $12.5 million in principal amount of CDO notes payable and $0.5 million in aggregate principal amount of convertible senior notes. The debt was repurchased from the market for a total purchase price of $0.7 million, including $0.1
million of accrued interest, and we recorded a gain on extinguishment of debt of $12.3 million.

Losses on deconsolidation of VIEs.
Losses on deconsolidation of VIEs are attributable to the deconsolidation of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations. On June 25, 2009, we sold all of our equity interests and a portion of our non-investment
grade debt that we owned in these four securitizations and concluded that we are no longer the primary beneficiary of the securitizations and, therefore, we deconsolidated the securitizations in accordance with FIN 46R. We recorded losses on
deconsolidation of VIEs of $313.8 million for the three-month period ended June 30, 2009.

Change in fair value of financial
instruments. The change in fair value of financial instruments pertains to the financial assets, liabilities and derivatives as to which we have elected to record fair value adjustments under SFAS No. 159. Our election to record these
assets at fair value was effective on January 1, 2008, the effective date of Statement of Financial Accounting Standards, or SFAS, No. 159. Our SFAS No. 159 election impacted the majority of our assets within our investments in
securities and any related CDO notes payable and derivative instruments used to finance such assets. During the three-month periods ended June 30, 2009 and 2008, the fair value adjustments we recorded were as follows (dollars in thousands):



|                                                                                             |  |                                          |        |      |   |          |  
|-------------------------------------------------------------------------------------------- |  | ---------------------------------------- | ------ | ---- | - | -------- | -
|                                                                                             |  | For the Three-Month PeriodsEnded
June 30 |       
|Description                                                                                  |  | 2009                                     |        | 2008 |  
|Change in fair value of trading securities and security-related receivables                  |  | $                                        | 8,651  |      | $ | (171,331 | )
|Change in fair value of CDO notes payable, trust preferred obligations and other liabilities |  |                                          | 69,005 |      |   | 156,460  |  
|Change in fair value of derivatives                                                          |  |                                          | 13,701 |      |   | 111,927  |  
|                                                                                             |  |                                          |        |      |   |          |  
|Change in fair value of financial instruments                                                |  | $                                        | 91,357 |      | $ | 97,056   |  
|                                                                                             |  |                                          |        |      |   |          |  

Asset impairments. For the three-month period ended June 30, 2009, we recorded asset
impairments totaling $46.0 million that were associated with available-for-sale securities for which we did not elect SFAS No. 159. In making this determination, management considered the estimated fair value of the investments in relation to
our cost bases, the financial condition of the related entity and our intent and ability to hold the investments for a sufficient period of time to recover our investments. For the identified investments, management believes full recovery is not
likely and wrote down the investments to their current recovery value, or estimated fair value.

Income tax benefit (provision). We
maintain several domestic and foreign TRS entities that are subject to U.S. federal, state and local income taxes and foreign taxes. For the three-month period ended June 30, 2009, the total provision for income taxes was $0.7 million, a
decrease of $3.0 million from a benefit of $2.3 million for the three-month period ended June 30, 2008. The tax benefits were primarily attributable to operating losses at several of our domestic TRS entities during the three-month period ended
June 30, 2008.

Discontinued operations. Losses from discontinued operations increased $0.3 million to a loss of $0.3 million
for the three-month period compared to a loss of $0.6 million for the three-month period ended June 30, 2008. The increase is primarily attributable to a VIE that was deconsolidated during the three-month period ended June 30, 2009. As of
June 30, 2009, we have one real estate property classified as held-for-sale with total assets of $15.5 million.



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Six-Month Period Ended June 30, 2009 Compared to the Six-Month Period Ended June 30, 2008

Revenue

Investment interest
income.Investment interest income decreased $81.1 million, or 22.4%, to $281.5 million for the six-month period ended June 30, 2009 from $362.6 million for the six-month period ended June 30, 2008. This net decrease was primarily
attributable to decreases in interest income of: $14.6 million resulting from repayments on our residential mortgage loans and the remaining decrease primarily resulting from $671.8 million in total principal amount of investments on non-accrual
status as of June 30, 2009 compared to $558.1 million as of June 30, 2008 together with the deconsolidation of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations on June 25, 2009 and the reduction in short-term
LIBOR of approximately 2.0% during the six-month period ended June 30, 2009 compared to the six-month period ended June 30, 2008.

Investment interest expense.Investment interest expense decreased $58.1 million, or 23.0%, to $194.9 million for the six-month period ended June 30, 2009 from $253.0 million for the six-month period ended June 30, 2008.
This net decrease was primarily attributable to decreases in interest expense of: $11.4 million resulting from repayments of our mortgage backed securities used to finance our residential mortgage portfolio; $1.6 million resulting from repurchases
of our convertible senior notes; and the remaining decrease primarily resulting from the deconsolidation of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations on June 25, 2009 and the effect on our floating rate
indebtedness from the reduction in short-term LIBOR of approximately 2.0% during the six-month period ended June 30, 2009 compared to the six-month period ended June 30, 2008.

Rental income. Rental income increased $17.3 million to $23.9 million for the six-month period ended June 30, 2009 from $6.6 million for the
six-month period ended June 30, 2008. This increase was primarily attributable to 28 new properties, with total assets of approximately $494.3 million, acquired or consolidated since June 30, 2008.

Fee and other income.Fee and other income decreased $0.5 million, or 4.2%, to $11.5 million for the six-month period ended June 30, 2009
from $12.0 million for the six-month period ended June 30, 2008. We received $4.8 million of fee income from our restructuring advisory services, $1.9 million of property management fee income from our acquisition of Jupiter Communities, LLC on
May 1, 2009 offset by $5.0 million of lower origination fees from our domestic and European origination activities during the six-month period ended June 30, 2009 compared to 2008 and $2.2 million of decreased asset management fees
resulting from decreased credit performance in several of our managed CDOs.

Expenses

Compensation expense. Compensation expense decreased $4.9 million, or 29.8%, to $11.7 million for the six-month period ended June 30, 2009
from $16.6 million for the six-month period ended June 30, 2008. This decrease was primarily due to a reduction in salary and bonus compensation costs of $4.4 million during the six-month period ended June 30, 2009 and lower stock-based
compensation amortization of $2.3 million resulting from the vesting of certain restricted shares and phantom units subsequent to June 30, 2008 offset by $1.8 million of compensation costs from our acquisition of Jupiter Communities, LLC on
May 1, 2009.

Real estate operating expense.Real estate operating expense increased $15.3 million to $20.9 million for the
six-month period ended June 30, 2009 from $5.6 million for the six-month period ended June 30, 2008. This increase was primarily attributable to 28 new properties, with total assets of approximately $494.3 million, acquired or consolidated
since June 30, 2008.

General and administrative expense. General and administrative expense decreased $2.2 million, or 18.7%,
to $9.5 million for the six-month period ended June 30, 2009 from $11.7 million for the six-month period ended June 30, 2008. This decrease is primarily due to a $0.5 million decrease in investment monitoring costs due to the
termination of a shared services agreement in July 2008 and $1.8 million of lower consulting and professional fees during the six-month period ended June 30, 2009 compared to June 30, 2008.

Provision for losses. The provision for losses relates to our investments in residential mortgages and mortgage-related receivables and our
commercial mortgage loan portfolio. The provision for losses increased by $150.0 million for the six-month period ended June 30, 2009 to $185.6 million as compared to $35.6 million for the six-month period ended June 30, 2008. Since
June 30, 2008, delinquencies in our residential mortgage portfolio have increased by $253.8 million, including $130.7 million in real estate-owned, bankruptcy or foreclosure property, and by $4.0 million in our commercial loan portfolio. While
we believe we have properly reserved for the probable losses in our portfolio, we continually monitor our portfolio for evidence of loss and accrue or adjust our loan loss reserve as circumstances or conditions change. As of June 30, 2009,
$171.8 million of our commercial mortgages and mezzanine loans and $371.9 million of our residential mortgages and mortgage-related receivables were on non-accrual status.

Depreciation expense. Depreciation expense increased $7.2 million to $9.6 million for the six-month period ended June 30, 2009 from $2.4
million the six-month period ended June 30, 2008. This increase was primarily attributable to 28 new properties, with total assets of approximately $494.3 million, acquired or consolidated since June 30, 2008 as well as increased
depreciation of furniture and fixtures we added since June 30, 2008.



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Amortization of intangible assets. Intangible amortization represents the amortization of
intangible assets acquired from Taberna on December 11, 2006. Amortization expense decreased $12.5 million to $0.7 million for the six-month period ended June 30, 2009 from $13.2 million for the six-month period ended June 30, 2008.
This decrease resulted from the full amortization of some of the identified intangibles ($59.5 million had a useful life of 18 months or less) and $18.0 million in asset impairments recorded since June 30, 2008.

Other Income (Expenses)

Interest and other income. Interest and other income increased $1.1 million to $2.3 million for the six-month period ended June 30, 2009 from $1.2 million for the six-month period ended June 30, 2008. This increase is
primarily due to higher other income attributable to 28 new properties, with total assets of approximately $494.3 million, acquired or consolidated since June 30, 2008.

Gains on extinguishment of debt. Gains on extinguishment of debt during the six-month period ended June 30, 2009 are attributable to the
repurchase of $47.0 million in principal amount of CDO notes payable and $5.5 million in aggregate principal amount of convertible senior notes. The debt was repurchased from the market for a total purchase price of $5.3 million, including $0.2
million of accrued interest, and we recorded a gain on extinguishment of debt of $47.6 million.

Losses on deconsolidation of VIEs.
Losses on deconsolidation of VIEs are attributable to the deconsolidation of the Taberna III, Taberna IV, Taberna VI and Taberna VII securitizations. On June 25, 2009, we sold all of our equity interests and a portion of our non-investment
grade debt that we owned in these four securitizations and concluded that we are no longer the primary beneficiary of the securitizations and, therefore, we deconsolidated the securitizations in accordance with FIN 46R. We recorded losses on
deconsolidation of VIEs of $313.8 million for the six-month period ended June 30, 2009.

Change in fair value of free-standing
derivatives.The change in fair value of free-standing derivatives represents the earnings (loss) on (of) our first-dollar risk of loss associated with our warehouse facilities. During the six-month period ended June 30, 2008, our warehouse
agreements terminated with the respective financial institutions and we recorded a loss of $32.1 million on our warehouse deposits. We have no further obligations under these warehouse agreements and we have not entered into any new warehouse
facilities subsequent to June 30, 2008.

Change in fair value of financial instruments. The change in fair value of financial
instruments pertains to the financial assets, liabilities and derivatives as to which we have elected to record fair value adjustments under SFAS No. 159. Our election to record these assets at fair value was effective on January 1, 2008,
the effective date of Statement of Financial Accounting Standards, or SFAS, No. 159. Our SFAS No. 159 election impacted the majority of our assets within our investments in securities and any related CDO notes payable and derivative
instruments used to finance such assets. During the six-month periods ended June 30, 2009 and 2008, the fair value adjustments we recorded were as follows (dollars in thousands):



|                                                                                             |  |                                         |          |   |      |   |          |  
|-------------------------------------------------------------------------------------------- |  | --------------------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                             |  | For the Six-Month PeriodsEnded March 31 |         
|Description                                                                                  |  | 2009                                    |          |   | 2008 |  
|Change in fair value of trading securities and security-related receivables                  |  | $                                       | (182,036 | ) |      | $ | (612,605 | )
|Change in fair value of CDO notes payable, trust preferred obligations and other liabilities |  |                                         | 151,594  |   |      |   | 998,020  |  
|Change in fair value of derivatives                                                          |  |                                         | 21,994   |   |      |   | (32,509  | )
|                                                                                             |  |                                         |          |   |      |   |          |  
|Change in fair value of financial instruments                                                |  | $                                       | (8,448   | ) |      | $ | 352,906  |  
|                                                                                             |  |                                         |          |   |      |   |          |  

Asset impairments. For the six-month period ended June 30, 2009, we recorded asset
impairments totaling $46.0 million that were associated with certain investments in loans and available-for-sale securities for which we did not elect SFAS No. 159. In making this determination, management considered the estimated fair value of
the investments in relation to our cost bases, the financial condition of the related entity and our intent and ability to hold the investments for a sufficient period of time to recover our investments. For the identified investments, management
believes full recovery is not likely and wrote down the investments to their current recovery value, or estimated fair value.

Income
tax benefit (provision). We maintain several domestic and foreign TRS entities that are subject to U.S. federal, state and local income taxes and foreign taxes. For the six-month period ended June 30, 2009, the total provision for income
taxes was $0.7 million, a decrease of $3.1 million from a benefit of $2.4 million for the six-month period ended June 30, 2008. The tax benefits were primarily attributable to operating losses at several of our domestic TRS entities during the
six-month period ended June 30, 2008.

Discontinued operations. Losses from discontinued operations decreased $1.1 million to a
loss of $2.2 million for the six-month period compared to a loss of $1.1 million for the six-month period ended June 30, 2008. The increase is primarily attributable to a VIE that was deconsolidated during the six-month period ended
June 30, 2009. As of June 30, 2009, we have one real estate property classified as held-for-sale with total assets of $15.5 million.



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Liquidity and Capital Resources

Liquidity is a measure of our ability to meet potential cash requirements, including ongoing commitments to repay borrowings, fund and maintain investments, pay distributions and other general business needs. The
disruption in the credit markets has reduced our liquidity and capital resources and has generally increased the cost of any new sources of liquidity over historical levels. Due to current market conditions, the cash flow to us from a number of the
securitizations we sponsored has been reduced and we do not expect to sponsor new securitizations to provide us with long-term financing for the foreseeable future. We are seeking to expand our use of secured lines of credit, our ability to obtain
cash in transactions restructuring securities issued by our sponsored securitizations and our use of other financing strategies that will permit us to originate investments generating attractive returns while preserving our capital, such as
participations and joint venturing arrangements.

We expect to continue to receive substantial cash flow from our investment portfolio. Our
securitizations RAIT I and RAIT II, collateralized by U.S. commercial real estate investments, continue to perform and make distributions on our retained interests and pay us our management fees. While our securitizations secured by TruPS or
European investments are currently failing several of their respective over-collateralization tests and/or have suffered events of default, we continue to receive our senior management fees from these securitizations. We believe our available
cash and restricted cash balances, other financing arrangements, and cash flows from operations will be sufficient to fund our liquidity requirements for the next 12 months. Should our liquidity needs exceed our available sources of liquidity, we
believe that our investments in mortgages and loans, investments in securities and investments in real estate interests could be sold directly to raise additional cash. We may not be able to obtain additional financing when we desire to do so, or
may not be able to obtain desired financing on terms and conditions acceptable to us. If we fail to obtain additional financing, our ability to maintain or grow our business will be significantly reduced.

Our primary cash requirements are as follows:



| |  |  | to distribute a minimum of 90% of our REIT taxable income and to make investments in a manner that enables us to maintain our qualification as a REIT;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | to repay our indebtedness under our secured credit facilities and other indebtedness;
| | - |  | -------------------------------------------------------------------------------------



| |  |  | to make investments and fund the associated costs;
| | - |  | --------------------------------------------------



| |  |  | to compensate our employees; and
| | - |  | --------------------------------



| |  |  | to pay U.S. federal, state, and local taxes of our TRSs.
| | - |  | --------------------------------------------------------

We intend to meet these liquidity requirements primarily through the following:



| |  |  | the use of our cash and cash equivalent balances of $40.9 million as of June 30, 2009;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | cash generated from operating activities, including net investment income from our investment portfolio, and fee income received through our collateral management
agreements. The collateral management fees paid by CDO entities, although a portion is eliminated in consolidation in our consolidated financial statements with respect to the consolidated CDOs, represent cash inflows to us, and, after the payment
of income taxes, the remaining cash may be used for our operating expenses or distributions;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | proceeds from future borrowings or offerings of our common and preferred shares; and
| | - |  | ------------------------------------------------------------------------------------



| |  |  | proceeds from the sales of assets.
| | - |  | ----------------------------------

Cash Flows

As of June 30, 2009 and June 30, 2008, we maintained cash and cash equivalents of approximately $40.9 million and $59.2
million, respectively. Our cash and cash equivalents were generated from the following activities (dollars in thousands):



|                                                 |  |                                        |          |   |      |   |          |  
|------------------------------------------------ |  | -------------------------------------- | -------- | - | ---- | - | -------- | -
|                                                 |  | For the Six-Month PeriodsEnded June 30 |         
|                                                 |  | 2009                                   |          |   | 2008 |  
|Cash flow from operating activities              |  | $                                      | 46,735   |   |      | $ | 82,869   |  
|Cash flow from investing activities              |  |                                        | 242,543  |   |      |   | 325,805  |  
|Cash flow from financing activities              |  |                                        | (275,891 | ) |      |   | (477,478 | )
|                                                 |  |                                        |          |   |      |   |          |  
|Net change in cash and cash equivalents          |  |                                        | 13,387   |   |      |   | (68,804  | )
|Cash and cash equivalents at beginning of period |  |                                        | 27,463   |   |      |   | 127,987  |  
|                                                 |  |                                        |          |   |      |   |          |  
|Cash and cash equivalents at end of period       |  | $                                      | 40,850   |   |      | $ | 59,183   |  
|                                                 |  |                                        |          |   |      |   |          |  



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Our principal source of cash flow is from our investing activities. Our decreased cash flow from
operating activities is primarily due to the reduced fees generated in 2009 as compared to 2008 as well as the increase in loans on non-accrual status in 2009 as compared to 2008.

The reduction in cash inflow from our investing activities during 2009 as compared to 2008 reflects the lower volume of investments originated or
purchased in 2009 as compared to 2008. Our cash inflow from investing activities primarily resulted from $259.3 million of principal repayments on loans and investments.

The cash outflow from our financing activities during 2009 as compared to a cash inflow in 2008 is due to a reduction in the amount of capital raised in 2009 as compared to 2008 along with our continued efforts to
repay or repurchase our existing debt at substantial discounts.

Our gross cash flow is comprised of net investment income, net rental
income and asset management fees that we received from our assets under management. Our net investment income represents the positive difference between the income we earn on our investment portfolio and the cost of financing our investment
portfolio. For the three-month and six-month periods ended June 30, 2009 and 2008, the gross cash flows generated by our investment portfolios were as follows (dollars in thousands):



|                                     |  |                        |            |                                                                |   |                                                              |  |   |       
|------------------------------------ |  | ---------------------- | ---------- | -------------------------------------------------------------- | - | ------------------------------------------------------------ |  | - | ------
|Investment Portfolio Description     |  | Assets UnderManagement |            | Gross CashFlow for theThree-MonthPeriod EndedJune 30, 2009 (1) |   | Gross CashFlow for theSix-MonthPeriod EndedJune 30, 2009 (1)
|Commercial real estate portfolio (2) |  | $                      | 2,112,184  |                                                                | $ | 19,121                                                       |  | $ | 39,456
|Residential mortgage portfolio (3)   |  |                        | 3,365,418  |                                                                |   | 4,456                                                        |  |   | 8,973 
|European portfolio                   |  |                        | 1,842,077  |                                                                |   | 875                                                          |  |   | 2,596 
|U.S. TruPS portfolio (4)             |  |                        | 6,559,103  |                                                                |   | 2,788                                                        |  |   | 6,551 
|Other investments                    |  |                        | 180        |                                                                |   | 133                                                          |  |   | 335   
|                                     |  |                        |            |                                                                |   |                                                              |  |   |       
|Total                                |  | $                      | 13,878,962 |                                                                | $ | 27,373                                                       |  | $ | 57,911
|                                     |  |                        |            |                                                                |   |                                                              |  |   |       



|                                     |  |                        |            |                                                                |   |                                                              |  |   |       
|------------------------------------ |  | ---------------------- | ---------- | -------------------------------------------------------------- | - | ------------------------------------------------------------ |  | - | ------
|Investment Portfolio Description     |  | Assets UnderManagement |            | Gross CashFlow for theThree-MonthPeriod EndedJune 30, 2008 (1) |   | Gross CashFlow for theSix-MonthPeriod EndedJune 30, 2008 (1)
|Commercial real estate portfolio (2) |  | $                      | 2,080,772  |                                                                | $ | 27,760                                                       |  | $ | 52,897
|Residential mortgage portfolio (3)   |  |                        | 3,829,365  |                                                                |   | 4,958                                                        |  |   | 10,062
|European portfolio                   |  |                        | 2,086,178  |                                                                |   | 3,606                                                        |  |   | 7,067 
|U.S. TruPS portfolio (4)             |  |                        | 6,524,318  |                                                                |   | 9,173                                                        |  |   | 21,023
|Other investments                    |  |                        | 1,800      |                                                                |   | 252                                                          |  |   | 601   
|                                     |  |                        |            |                                                                |   |                                                              |  |   |       
|Total                                |  | $                      | 14,522,433 |                                                                | $ | 45,749                                                       |  | $ | 91,650
|                                     |  |                        |            |                                                                |   |                                                              |  |   |       



|(1) | Gross cash flows for the three-month and six-month periods ended June 30, 2009 and 2008 may not be indicative of cash flows for subsequent or annual periods. See
Forward-looking Statements and Risk Factors sections included in our Annual Report on Form 10-K for the year ended December 31, 2008 for the risks and uncertainties that could cause our gross cash flow for subsequent
annual periods to differ materially from these amounts.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | As of June 30, 2009 and 2008, our commercial real estate portfolio was comprised of $1.4 billion and $1.6 billion, respectively, of assets collateralizing RAIT I and RAIT II,
$604.6 million and $270.6 million, respectively, of investments in real estate interests and $153.8 million and $248.8 million, respectively, of commercial mortgages, mezzanine loans and preferred equity interests that were not securitized.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Assets under management for our residential mortgage portfolio represent the unpaid principal balance as of June 30, 2009.
|--- | --------------------------------------------------------------------------------------------------------------------------

|(4) | Our U.S. TruPS portfolio is comprised of assets collateralizing Taberna I through Taberna IX and includes TruPS and subordinated debentures, unsecured REIT note receivables, CMBS
receivables, other securities, commercial mortgages and mezzanine loans.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

During the six-month period ended June 30,
2009, we generated $57.9 million of cash flow from our portfolios and asset management activities before operating expenses. We paid $6.8 million in preferred share dividends during the six months ended June 30, 2009. The remaining net cash
flow from operations was used to repay indebtedness, pay operating expenses, including cash compensation expense and general and administrative expenses, and for general working capital purposes.



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Our assets under management have historically been financed on a long-term basis through securitizations
and our rights to cash flow from these portfolios depend on the terms of the debt and equity securities we hold in these securitizations. Several of our securitizations are currently failing several of their respective over-collateralization tests
due to collateral defaults and are re-directing cash flow, associated with our retained interests, to repay principal on senior debt. See Securitization Summary above.

Our two commercial real estate securitized financing arrangements include a revolving credit option that allows us to repay the AAA rated debt tranches
totaling $475.0 million as loan repayments occur, and then draw up to the available committed amounts during the first five years of each facility. We have $27.3 million of unused capacity in our two CRE securitizations to invest in commercial loans
as of June 30, 2009, subject to future funding commitments and borrowing requirements.

Capitalization

Debt Financing.

We maintain various
forms of short-term and long-term financing arrangements. Generally, these financing agreements are collateralized by assets within CDOs or mortgage securitizations. The following table summarizes our indebtedness as of June 30, 2009 (dollars
in thousands):



|                                                 |  |                        |           |                |   |                    |  |                               |  |     |                     |  |             
|------------------------------------------------ |  | ---------------------- | --------- | -------------- | - | ------------------ |  | ----------------------------- |  | --- | ------------------- |  | ------------
|Description                                      |  | UnpaidPrincipalBalance |           | CarryingAmount |   | Interest RateTerms |  | Weighted-AverageInterest Rate |  |     | ContractualMaturity
|Secured credit facilities and other indebtedness |  | $                      | 182,779   |                | $ | 161,731            |  | 2.3% to 13.0%                 |  | 5.6 | %                   |  | 2009 to 2037
|Mortgage-backed securities issued (1)(2)(3)      |  |                        | 3,164,863 |                |   | 3,145,614          |  | 3.0% to 5.8%                  |  | 5.0 | %                   |  | 2035        
|Trust preferred obligations (4)                  |  |                        | 136,125   |                |   | 78,292             |  | 1.0% to 8.8%                  |  | 2.3 | %                   |  | 2036        
|CDO notes payableamortized cost (1)(5)          |  |                        | 1,404,750 |                |   | 1,404,750          |  | 0.6% to 3.3%                  |  | 0.8 | %                   |  | 2036 to 2045
|CDO notes payablefair value (1)(4)(6)           |  |                        | 1,191,338 |                |   | 151,030            |  | 1.3% to 5.9%                  |  | 1.6 | %                   |  | 2035 to 2038
|Convertible senior notes (7)                     |  |                        | 378,643   |                |   | 377,446            |  | 6.9%                          |  | 6.9 | %                   |  | 2027        
|                                                 |  |                        |           |                |   |                    |  |                               |  |     |                     |  |             
|Total indebtedness                               |  | $                      | 6,458,498 |                | $ | 5,318,863          |  |                               |  | 3.5 | %                   |  |             
|                                                 |  |                        |           |                |   |                    |  |                               |  |     |                     |  |             



|(1) | Excludes mortgage-backed securities and CDO notes payable purchased by us which are eliminated in consolidation.
|--- | ----------------------------------------------------------------------------------------------------------------

|(2) | Collateralized by $3.4 billion principal amount of residential mortgages and mortgage-related receivables. These obligations were issued by separate legal entities and consequently
the assets of the special purpose entities that collateralize these obligations are not available to our creditors.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Rates generally follow the terms of the underlying mortgages, which are fixed for a period of time and variable thereafter.
|--- | ---------------------------------------------------------------------------------------------------------------------------

|(4) | Relates to liabilities which we elected to record at fair value under SFAS No. 159.
|--- | -----------------------------------------------------------------------------------

|(5) | Collateralized by $1.8 billion principal amount of commercial mortgages, mezzanine loans, other loans and preferred equity interests. These obligations were issued by separate legal
entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Collateralized by $1.5 billion principal amount of investments in securities and security-related receivables and loans, before fair value adjustments. The fair value of these
investments as of June 30, 2009 was $807.7 million. These obligations were issued by separate legal entities and consequently the assets of the special purpose entities that collateralize these obligations are not available to our creditors.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | Our convertible senior notes are redeemable, at the option of the holder, in April 2012.
|--- | ----------------------------------------------------------------------------------------

The current status or activity in our financing arrangements occurring as of or during the six-month period ended June 30, 2009 is as follows:

Secured Credit Facilities and Other Indebtedness

The following table summarizes our secured
credit facilities and other indebtedness as of June 30, 2009 (dollars in thousands):



|                                             |  |                        |         |                |   |                                      |  |      |                      |  |                       
|-------------------------------------------- |  | ---------------------- | ------- | -------------- | - | ------------------------------------ |  | ---- | -------------------- |  | ----------------------
|Description                                  |  | UnpaidPrincipalBalance |         | CarryingAmount |   | CurrentWeighted-AverageInterest Rate |  |      | Contractual Maturity
|Loans payable on real estate interests       |  | $                      | 58,346  |                | $ | 58,346                               |  | 4.8  | %                    |  | Apr. 2010 to Feb. 2016
|Secured credit facilities                    |  |                        | 53,494  |                |   | 53,494                               |  | 3.4  | %                    |  | Oct. 2009 to Feb. 2011
|Junior subordinated notes, at fair value (1) |  |                        | 38,051  |                |   | 17,003                               |  | 8.7  | %                    |  | 2035                  
|Junior subordinated notes, at amortized cost |  |                        | 25,100  |                |   | 25,100                               |  | 7.7  | %                    |  | 2037                  
|Term loan indebtedness (2)                   |  |                        | 7,731   |                |   | 7,731                                |  | 13.0 | %                    |  | Aug. 2010             
|Other indebtedness                           |  |                        | 57      |                |   | 57                                   |  | 5.4  | %                    |  | Aug. 2009             
|                                             |  |                        |         |                |   |                                      |  |      |                      |  |                       
|Total                                        |  | $                      | 182,779 |                | $ | 161,731                              |  | 5.6  | %                    |  |                       
|                                             |  |                        |         |                |   |                                      |  |      |                      |  |                       



|(1) | Relates to liabilities which we elected to record at fair value under SFAS No. 159.
|--- | -----------------------------------------------------------------------------------

|(2) | Unpaid principal balance was fully repaid in July 2009.
|--- | -------------------------------------------------------



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Secured credit facilities.As of June 30, 2009, we have secured credit facilities with
three financial institutions pursuant to which we have borrowed an aggregate amount of $53.5 million. One secured credit facility with an unpaid principal balance of $21.3 million matures in October 2009, one secured credit facility with an unpaid
principal balance of $22.2 million matures in April 2010 and one secured credit facility with an unpaid principal balance of $10.0 million matures in February 2011. Upon maturity, the amounts borrowed become due and payable. Our credit facilities
are secured by commercial mortgages and mezzanine loans.

Mortgage-Backed Securities Issued

We finance our investments in residential mortgages through the issuance of mortgage-backed securities by non-qualified special purpose securitization
entities that are owner trusts. The mortgage-backed securities issued maintain the identical terms of the underlying residential mortgage loans with respect to maturity, duration of the fixed-rate period and floating rate reset provision after the
expiration of the fixed-rate period. Principal payments on the mortgage-backed securities issued are match-funded by the receipt of principal payments on the residential mortgage loans. Although residential mortgage loans which have been securitized
are consolidated on our balance sheet, the non-qualified special purpose entities that hold such residential mortgage loans are separate legal entities. Consequently, the assets of these non-qualified special purpose entities collateralize the debt
of such entities and are not available to our creditors. As of June 30, 2009 and December 31, 2008, $3.4 billion and $3.6 billion, respectively, of principal amount residential mortgages and mortgage-related receivables collateralized our
mortgage-backed securities issued. During the three-month and six-month periods ended June 30, 2009, the non-qualified special purpose securitization entities repaid $126.7 million and $223.3 million, respectively, of mortgage-backed securities
issued through proceeds received upon repayment of the underlying residential mortgages.

On July 16, 2009, we sold our residential
mortgage portfolio. See Overview section above for further discussion.

CDO Notes Payable

CDO notes payable represent notes issued by CDO entities which are used to finance the acquisition of TruPS, unsecured REIT notes, CMBS securities,
commercial mortgages, mezzanine loans, and other loans. Generally, CDO notes payable are comprised of various classes of notes payable, with each class bearing interest at variable or fixed rates.

CDO notes payable, at fair value.

Several of our consolidated CDOs are failing overcollateralization, or OC, trigger tests which cause a change to the priority of payments to the debt and equity holders of the respective securitizations. Upon the
failure of an OC test, the indenture of each CDO requires cash flows that would otherwise have been distributed to us as equity distributions, or in some cases interest payments on our retained CDO notes payable, to be used to pay down sequentially
the outstanding principal balance of the most senior note holders. The OC tests failures are due to defaulted collateral assets and credit risk securities. During the six-months ended June 30, 2009, $28.2 million of cash flows were re-directed
from our retained interests in these CDOs and were used to repay the most senior holders of our CDO notes payable.

Convertible Senior Notes

On January 1, 2009, we adopted APB 14-1 and upon adoption, we recorded a retrospective discount on our issued and outstanding
convertible senior notes of $2.0 million. This discount reflects the fair value of the embedded conversion option within the convertible debt instruments and was recorded as an increase to additional paid in capital. The fair value was calculated by
discounting the cash flows required in our convertible debt agreement by a discount rate that represents managements estimate of our senior, unsecured, non-convertible debt borrowing rate at the time when the convertible senior notes were
issued. The discount will be amortized to interest expense through April 15, 2012, the date at which holders of our convertible senior notes could require repayment. Upon adoption, all prior periods were restated to reflect the retroactive
adoption of APB 14-1 and total discount amortization recorded through December 31, 2008 was $0.6 million. As of June 30, 2009, we had an unpaid principal balance of $378.6 million in convertible senior notes outstanding, as compared to
$384.2 million at December 31, 2008. See Debt Repurchases below.

Debt Repurchases

During the three-month period ended June 30, 2009, we repurchased, from the market, a total of $13.0 million in aggregate principal amount of
CDO notes payable issued by RAIT I and of our convertible senior notes. The aggregate purchase price was $0.7 million, including $0.1 million of accrued interest, and we recorded gains on extinguishment of debt of $12.3 million. During the six-month
period ended June 30, 2009, we repurchased, from the market, a total of $52.5 million in aggregate principal amount of CDO notes payable issued by RAIT I, RAIT II and of our convertible senior notes. The aggregate purchase price was $5.3
million, including $0.2 million of accrued interest, and we recorded gains on extinguishment of debt of $47.6 million.

As described above
under Overview, in July 2009, we purchased from a noteholder $98.3 million aggregate principal amount of convertible senior notes for a purchase price of $53.0 million. The purchase price consisted of (a) $43.0 million 12.5% Senior
Secured Note due 2014 issued by us, or the senior secured note, and (b) $10.0 million in cash. We also paid to this noteholder approximately $2.0 million of accrued and unpaid interest on the convertible senior notes through July 31, 2009.
We have arranged for the cancellation of these convertible senior notes.



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Equity Financing.

Preferred Shares

On January 27, 2009, our board of trustees declared a first quarter
2009 cash dividend of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends were paid on
March 31, 2009 to holders of record on March 2, 2009 and totaled $3.4 million.

On April 8, 2009, our board of trustees
declared a second quarter 2009 cash dividend of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The dividends
were paid on June 30, 2009 to holders of record on June 1, 2009 and totaled $3.4 million.

On July 28, 2009, our board of
trustees declared a third quarter 2009 cash dividend of $0.484375 per share on our 7.75% Series A Preferred Shares, $0.5234375 per share on our 8.375% Series B Preferred Shares and $0.5546875 per share on our 8.875% Series C Preferred Shares. The
dividends will be paid on September 30, 2009 to holders of record on September 1, 2009.

Common Shares

On January 24, 2009, 19,020 phantom unit awards were redeemed for common shares. These phantom units were fully vested at the time of redemption.

On March 5, 2009, the compensation committee of our board of trustees, or the compensation committee, awarded 484,000 phantom units,
valued at $0.3 million using our closing stock price of $0.50 per share, to various non-executive employees. The awards generally vest over three-year periods.

On June 25, 2009, the compensation committee awarded 200,000 phantom units, valued at $0.2 million using our closing stock price of $1.19, to two non-executive employees. The awards generally vest over four-year
periods.

Off-Balance Sheet Arrangements and Commitments

Not applicable.

Critical Accounting Estimates and Policies

Our Annual Report on Form 10-K for the year ended December 31, 2008 contains a discussion of our critical accounting policies. On January 1,
2009, we adopted several new accounting pronouncements and revised our accounting policies as described below. See Note 2 in our unaudited consolidated financial statements as of June 30, 2009, as set forth herein. Management discusses our
critical accounting policies and managements judgments and estimates with our Audit Committee.

Recent Accounting
Pronouncements.On January 1, 2009, we adopted Statement of Financial Accounting Standards No. 141R which replaces SFAS No. 141, Business Combinations, or SFAS No. 141R. Among other things, SFAS No. 141R
broadens the scope of SFAS No. 141 to include all transactions where an acquirer obtains control of one or more other businesses; retains the guidance to recognize intangible assets separately from goodwill; requires, with limited exceptions,
that all assets acquired and liabilities assumed, including certain of those that arise from contractual contingencies, be measured at their acquisition date fair values; requires most acquisition and restructuring-related costs to be expensed as
incurred; requires that step acquisitions, once control is acquired, be recorded at the full amounts of the fair values of the identifiable assets, liabilities and the noncontrolling interest in the acquiree; and replaces the reduction of asset
values and recognition of negative goodwill with a requirement to recognize a gain in earnings. The adoption of SFAS No. 141R did not have any effect on our historical financial statements. See Note 5 for the application of this standard to
transactions that occurred during the six-month period ended June 30, 2009.

On January 1, 2009, we adopted Statement of
Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of Accounting Research Bulletin No. 51, or SFAS No. 160. SFAS No. 160 establishes accounting and
reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parents ownership interest and
the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests
of the noncontrolling owners. Upon adoption, we reclassified amounts in our historical balance sheet financial statement caption minority interests to the new caption promulgated by SFAS No. 160, noncontrolling
interests. The new caption is presented within equity on the consolidated balance sheet. Furthermore, the allocation of any net income to noncontrolling interests is also presented in our consolidated statements of operations, however it is
presented below net income. Upon adoption, all prior periods presented were reclassified to be comparable to the current period presentation.



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On January 1, 2009, we adopted Statement of Financial Accounting Standards No. 161,
Disclosures about Derivative Instruments and Hedging Activitiesan amendment of SFAS No. 133, or SFAS No. 161. SFAS No. 161 requires enhanced disclosure related to derivatives and hedging activities and thereby seeks
to improve the transparency of financial reporting. Under SFAS No. 161, entities are required to provide enhanced disclosures relating to: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and
related hedge items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entitys financial position, financial performance and cash flows. The
adoption of SFAS No. 161 did not have a material effect on our financial statements. See Note 7 for disclosures required by SFAS No. 161.

On January 1, 2009, we adopted Financial Accounting Standards Board, or FASB, Staff Position, or FSP, Accounting Principles Board 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement), or FSP APB 14-1, which clarifies the accounting for convertible debt instruments that may be settled in cash (including partial cash settlement) upon conversion. FSP APB 14-1 requires issuers to account
separately for the liability and equity components of certain convertible debt instruments in a manner that reflects the issuers nonconvertible debt (unsecured debt) borrowing rate when interest cost is recognized. The equity component is
presented in shareholders equity and the accretion of the resulting discount on the debt is recognized as part of interest expense in the consolidated statement of operations. FSP APB 14-1 requires retrospective application to the terms of
instruments as they existed for all periods presented. Upon adoption, we recorded a discount on our issued and outstanding convertible senior notes of $1,996. This discount reflects the fair value of the embedded conversion option within the
convertible debt instruments and was recorded as an increase to additional paid in capital. The fair value was calculated by discounting the cash flows required in our convertible debt agreement by a discount rate that represents managements
estimate of our senior, unsecured, non-convertible debt borrowing rate at the time when the convertible senior notes were issued. The discount will be amortized to interest expense through April 15, 2012, the date at which holders of our
convertible senior notes could require repayment. Upon adoption, all prior periods were restated to reflect the retrospective application of APB 14-1 to all prior periods. The cumulative amortization of the discount recorded was $607 through
December 31, 2008. The amortization recorded during the three-month periods ended June 30, 2009 and 2008 was $97 and $91, respectively. The amortization recorded during the six-month periods ended June 30, 2009 and 2008 was $191 and
$179, respectively.

On January 1, 2009, we adopted FSP No. 140-3, Accounting for Transfers of Financial Assets and
Repurchase Financing Transactions, or FSP No. 140-3. FSP No. 140-3 provides guidance on accounting for a transfer of a financial asset and a repurchase financing. FSP No. 140-3 presumes that an initial transfer of a financial
asset and a repurchase financing are considered part of the same arrangement (linked transaction) under SFAS No. 140. However, if certain criteria are met, the initial transfer and repurchase financing are not evaluated as a linked transaction
and shall be evaluated separately under SFAS No. 140. FSP No. 140-3 is effective for fiscal years beginning after November 15, 2008. The adoption of FSP No. 140-3 did not have a material effect on our consolidated financial
statements.

On January 1, 2009, we adopted FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payments
Transactions are Participating Securities, or FSP EITF 03-6-1. FSP EITF 03-6-1 clarifies whether instruments granted in share-based payment transactions should be included in the computation of earnings per share using the two-class method
prior to vesting. FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Upon adoption, we classified unvested restricted shares issued under our 2008 Equity Compensation plan as
participating securities. These unvested restricted shares participate equally in dividends and earnings with all of our outstanding common shares. We retrospectively applied the requirements of this standard to all prior periods by including
225,440 unvested restricted shares in the computation of our basic earnings per share for the three-month and six-month periods ended June 30, 2008. Prior to this standard, unvested restricted shares were only included in our diluted earnings
per share computation under the treasury stock method. The adoption of FSP EITF 03-6-1 resulted in a decrease of $0.02 total earnings per share  basic and a decrease of $0.01 total earnings per share  diluted for the three-month period
ended June 30, 2008 and a decrease of $0.03 total earnings per share  basic and diluted for the six-month period ended June 30, 2008.

Our adoption of SFAS No. 160, FSP APB 14-1 and FSP EITF 03-6-1 required the retrospective application of the requirements to all prior periods presented. As a result, these columns are now labeled As
revised.

In April 2009, the FASB issued FSP FAS No. 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments, or FSP FAS No. 115-2 and FAS 124-2. This FSP amends the other-than-temporary impairment guidance in U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and
disclosure of other-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than-temporary impairments of equity securities. This
FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The adoption of FSP FAS No. 115-2 and FAS 124-2 did not have a material
effect on our consolidated financial statements.



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In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, Interim Disclosures about Fair
Value of Financial Instruments, or FSP FAS No. 107-1 and APB 28-1. This FSP amends Statement of Financial Accounting Standards No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about
the fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those
disclosures in summarized financial information at interim reporting periods. This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009
if a company also elects to early adopt FSP FAS 115-2 and FAS 124-2. The adoption of FSP FAS No. 107-1 and APB 28-1 did not have a material effect on our consolidated financial statements. See Note 8 for disclosures required by FSP FAS
No. 107-1 and APB 28-1.

In April 2009, the FASB issued FSP FAS No. 157- 4, Determining Fair Value When the Volume and
Level of Activity for the Asset or Liability has Significantly Decreased and Identifying Transactions that are Not Orderly, or FSP FAS No. 157-4. FSP FAS No. 157-4 amends SFAS No. 157 to provide additional guidance on estimating
fair value when the volume and level of transaction activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. This FSP also provides additional guidance on circumstances that
may indicate that a transaction is not orderly. FSP FAS No. 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of FSP FAS No. 157-4 did not have a material effect on our consolidated
financial statements.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent
Events, or SFAS No. 165 which codifies the guidance regarding the disclosure of events occurring subsequent to the balance sheet date. SFAS No. 165 does not change the definition of a subsequent event (i.e. an event or
transaction that occurs after the balance sheet date but before the financial statements are issued) but requires disclosure of the date through which subsequent events were evaluated when determining whether adjustment to or disclosure in the
financial statements is required. SFAS No. 165 was effective for us for the three-month period ended June 30, 2009. For the three-month period ended June 30, 2009, we evaluated subsequent events through August 7, 2009.
The adoption of SFAS No. 165 did not have a material effect on our consolidated financial statements.

In June 2009, the FASB
issued Statement of Financial Accounting Standards No. 166, Accounting for Transfers of Financial Assets  an amendment of FASB Statement No. 140, or SFAS No. 166, and Statement of Financial Accounting Standards
No. 167, Amendments to FASB Interpretation No. 46(R), or SFAS No. 167, which change the accounting for securitizations and VIEs. SFAS No. 166 will eliminate the concept of a QSPE, change the requirements for
derecognizing financial assets, and require additional disclosures about transfers of financial assets, including securitization transactions and continuing involvement with transferred financial assets. SFAS No. 167 will change the
determination of when a VIE should be consolidated. Under SFAS No. 167, the determination of whether to consolidate a VIE is based on the power to direct the activities of the VIE that most significantly impact the VIEs economic
performance together with either the obligation to absorb losses or the right to receive benefits that could be significant to the VIE, as well as the VIEs purpose and design. Both SFAS No. 166 and 167 are effective for fiscal years
beginning after November 15, 2009. Management is currently evaluating the impact that SFAS No. 166 and 167 may have on our consolidated financial statements.



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|Item 3. | Quantitative and Qualitative Disclosures about Market Risk
|------- | ----------------------------------------------------------

Market risk is the exposure to loss resulting from changes in interest rates, commodity prices and equity prices. In pursuing our business plan, the primary market risks to which we are exposed are interest rate risk
and credit risk. Changes in the general level of interest rates prevailing in the financial markets may affect the spread between our yield on invested assets and cost of funds and, in turn, our ability to make distributions or payments to our
shareholders. In the event of a significant rising interest rate environment, defaults could increase and result in losses to us which adversely affect our operating results and liquidity. In the current global recession, defaults have increased and
resulted in losses to us which have adversely affected, and we expect will continue to adversely affect, our operating results and liquidity.

There have been no material changes in Quantitative and Qualitative disclosures during 2009 from the disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2008. Reference is made to Item 7A
included in our Annual Report on Form 10-K for the year ended December 31, 2008.



|Item 4. | Controls and Procedures
|------- | -----------------------

Disclosure Controls and
Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our
reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, 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 our chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our
management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision of our chief executive officer and
chief financial officer and with the participation of our disclosure committee, we have carried out an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that
evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal
control over financial reporting that occurred during the three-month period ended June 30, 2009 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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Part II. OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

Putative Consolidated Class Action
Securities Lawsuit

RAIT, certain of our executive officers and trustees and the lead underwriters involved in our public offering of
common shares in January 2007 were named defendants in one or more of nine putative class action securities lawsuits filed in August and September 2007 in the United States District Court for the Eastern District of Pennsylvania. By Order dated
November 17, 2007, the court consolidated these cases under the caption In re RAIT Financial Trust Securities Litigation (No. 2:07-cv-03148), and appointed a lead plaintiff and lead counsel. On January 4, 2008, lead plaintiff filed a
consolidated class action complaint, or the complaint, on behalf of a putative class of purchasers of our securities between June 8, 2006 and August 3, 2007. The complaint names as defendants RAIT, eleven current and former officers and
trustees of RAIT, ten underwriters who participated in certain of our securities offerings in 2007 and our independent accounting firm. The complaint alleges, among other things, that certain defendants violated Sections 11, 12(a)(2) and 15 of the
Securities Act of 1933 by making materially false and misleading statements and material omissions in registration statements and prospectuses about our credit underwriting, our exposure to certain issuers through investments in debt securities, and
our loan loss reserves and other financial items. The complaint further alleges that certain defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder, by making materially false and misleading
statements and material omissions during the putative class period about our credit underwriting, our exposure to certain issuers through investments in debt securities, and our loan loss reserves and other financial items. The complaint seeks
unspecified compensatory damages, the right to rescind the purchases of securities in the public offerings, interest, and plaintiffs reasonable costs and expenses, including attorneys fees and expert fees.

On July 15, 2009, the defendants entered into a Stipulation and Agreement of Settlement (the Stipulation) with the lead plaintiff for
the settlement of the action. The Stipulation provides that the claims of the plaintiff class will be settled for a cash payment of $32 million. The settlement payment is within the limits of RAITs directors and officers liability insurance,
and RAITs insurers have agreed to fund the settlement. Also on July 15, 2009, lead plaintiff filed its Motion for Preliminary Approval of Settlement, Certification of Class for Settlement Purposes and Approval of Notice to the
Class. The settlement remains subject to preliminary court approval, as well as final court approval after written notice to the class. In addition, RAIT has the option to terminate the settlement in the event that the number of class
members who opt out of the settlement class exceeds a certain threshold. In connection with the settlement, the defendants have at all times denied, continue to deny and admit no wrongdoing of any kind.

Shareholders Derivative Actions

On
August 17, 2007, a putative shareholders derivative action, styled Sarver v. Cohen (Civil Action No. 2:07-cv-03420), was filed in the United States District Court for the Eastern District of Pennsylvania naming RAIT, as nominal
defendant, and certain of our executive officers and trustees as defendants. The complaint in this action alleges that certain of our executive officers and trustees breached their duties to RAIT in connection with the matters that are the subject
of the securities litigation described above. The board of trustees established a special litigation committee to investigate the allegations made in the derivative action complaint and in shareholder demands asserting similar allegations, and to
determine what action, if any, RAIT should take concerning them. On October 25, 2007, pursuant to a stipulation of the parties, the court ordered the derivative action stayed pending the completion of the special committees investigation,
subject to quarterly status reports by the special litigation committee beginning March 31, 2008. On August 22, 2008, the special litigation committee advised the court that it had completed its investigation, had found no merit to
the allegations of wrongdoing asserted against RAITs officers and trustees and concluded that prosecution of the claims asserted in the shareholders derivative action would not serve RAITs best interests. The
special litigation committee accordingly moved on behalf of RAIT to dismiss that action.

On February 10, 2009, a putative
shareholders derivative action, styled Plank v. Cohen (No. 1288 February Term 2009), was filed in the Pennsylvania Court of Common Pleas of Philadelphia County naming RAIT, as nominal defendant, and certain of our executive
officers and trustees as defendants. The complaint in this action alleges that certain of our executive officers and trustees breached their duties to RAIT in connection with the matters that are the subject of the securities litigation
described above.

On April 14, 2009, RAIT entered into a Stipulation and Agreement of Settlement that provides for the settlement and
dismissal of the two putative shareholder derivative actions described above. The settlement does not include the claims asserted in the putative consolidated shareholder class action securities lawsuit described above, or other direct claims of
purchasers of RAIT securities. In accordance with the preliminary approval order entered by the federal court on April 21, 2009, notice of the settlement was distributed to RAIT shareholders, and the federal court held a fairness hearing on
July 13, 2009. No objections to the settlement were filed or presented at the fairness hearing. On July 14, 2009, the federal court entered an order and final judgment finally approving the settlement and dismissing the federal court
action with prejudice. On July 22, 2009, the state court entered an order dismissing the state court action with prejudice in light of the settlement.



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The settlement provides that, within two months of the settlements effective date (which, absent
any appeal of the approval of the settlement, will be August 14, 2009), and for five years thereafter, RAIT will adopt and implement certain corporate governance practices relating to board structure, trustee compensation, majority voting in
the election of trustees, nomination procedures for trustees and the provision of a designated compliance officer under RAITs code of business conduct and ethics. RAIT believes it already complies with most of these corporate governance
practices. The settlement further provides that RAIT will pay plaintiffs counsel $400,000 for attorneys fees and costs. RAIT and the other defendants make no admission of wrongdoing under the settlement and expressly deny each and every
claim and allegation made against them in the derivative actions. The dismissals of the putative shareholder derivative actions described above remain subject to appeal. In the event of a successful appeal, an adverse resolution of either of the
actions could have a material adverse effect on our financial condition and results of operations.

Routine Litigation

We are involved from time to time in litigation on various matters, including disputes with tenants of owned properties, disputes arising out of
agreements to purchase or sell properties and disputes arising out of our loan portfolio. Given the nature of our business activities, these lawsuits are considered routine to the conduct of our business. The result of any particular lawsuit cannot
be predicted, because of the very nature of litigation, the litigation process and its adversarial nature, and the jury system. We do not expect that the liabilities, if any, that may ultimately result from such routine legal actions will have a
material adverse effect on our consolidated financial position, results of operations or cash flows.



|Item 1A. | Risk Factors
|-------- | ------------

There have not been any
material changes from the risk factors previously disclosed in Item 1ARisk Factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.



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

At our Annual Meeting of Shareholders held on May 27, 2009, pursuant to the Notice of Annual Meeting of Shareholders and Proxy Statement dated April 7, 2009, the voting results were as follows:



| | (a) | Each of the following nominees was elected to the Board of Trustees as follows:
| | --- | -------------------------------------------------------------------------------



|                     |  |            |  |               |  |               |  |                
|-------------------- |  | ---------- |  | ------------- |  | ------------- |  | ---------------
|Trustee              |  | Votes For  |  | Votes Against |  | Votes Abstain |  | Broker Non-Vote
|Betsy Z. Cohen       |  | 53,660,471 |  | 3,341,392     |  | 399,812       |  | 11             
|Edward S. Brown      |  | 53,576,992 |  | 2,679,575     |  | 1,145,110     |  |               
|Daniel G. Cohen      |  | 51,411,746 |  | 5,571,126     |  | 418,799       |  | 14             
|Frank A. Farnesi     |  | 53,364,442 |  | 2,828,940     |  | 1,208,291     |  | 12             
|S. Kristin Kim       |  | 53,568,218 |  | 2,682,354     |  | 1,151,099     |  | 14             
|Arthur Makadon       |  | 53,137,991 |  | 3,104,228     |  | 1,159,456     |  |               
|Daniel Promislo      |  | 47,096,060 |  | 9,154,656     |  | 1,150,956     |  | 13             
|John F. Quigley, III |  | 47,023,158 |  | 9,222,340     |  | 1,156,175     |  | 12             
|Murray Stempel, III  |  | 46,905,691 |  | 9,361,781     |  | 1,134,197     |  | 16             



| | (b) | The proposal to approve the selection of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2009 was approved as
follows:
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           |  |               |  |               |  |                
|---------- |  | ------------- |  | ------------- |  | ---------------
|Votes For  |  | Votes Against |  | Votes Abstain |  | Broker Non-Vote
|55,900,167 |  | 1,222,311     |  | 279,193       |  | 14             



|Item 6. | Exhibits
|------- | --------



|(a) | Exhibits
|--- | --------

The exhibits filed as part of
this quarterly report on Form 10-Q are identified in the exhibit index immediately following the signature page of this Report. Such Exhibit Index is incorporated herein by reference.



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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.



|                      |  |                                   |  |                                                                           
|--------------------- |  | --------------------------------- |  | --------------------------------------------------------------------------
|                      |  | RAIT FINANCIAL TRUST (Registrant)
|                      |  |                                  
|Date: August 10, 2009 |  | By:                               |  | /s/    Scott F. Schaeffer                                                 
|                      |  |                                   |  | Scott F. Schaeffer, Chief Executive Officer and President                 
|                      |  |                                   |  | (On behalf of the registrant and as its Principal Executive Officer)      
|                      |  |                                  
|Date: August 10, 2009 |  | By:                               |  | /s/    Jack E. Salmon                                                     
|                      |  |                                   |  | Jack E. Salmon, Chief Financial Officer and Treasurer                     
|                      |  |                                   |  | (On behalf of the registrant and as its Principal Financial Officer)      
|                      |  |                                  
|Date: August 10, 2009 |  | By:                               |  | /s/    James J. Sebra                                                     
|                      |  |                                   |  | James J. Sebra, Senior Vice President-Finance and Chief Accounting Officer
|                      |  |                                   |  | (On behalf of the registrant and as its Principal Accounting Officer)     



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##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                      
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Documents                                                                                                                                                                                                             
|3.1           |  | Amended and Restated Declaration of Trust. (1)                                                                                                                                                                                       
|              | 
|3.1.1         |  | Articles of Amendment to Amended and Restated Declaration of Trust. (2)                                                                                                                                                              
|              | 
|3.1.2         |  | Articles of Amendment to Amended and Restated Declaration of Trust. (3)                                                                                                                                                              
|              | 
|3.1.3         |  | Certificate of Correction to the Amended and Restated Declaration of Trust. (4)                                                                                                                                                      
|              | 
|3.1.4         |  | Articles of Amendment to Amended and Restated Declaration of Trust. (5)                                                                                                                                                              
|              | 
|3.1.5         |  | Articles Supplementary relating to the 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (the Series A Articles Supplementary). (6)                                                                     
|              | 
|3.1.6         |  | Certificate of Correction to the Series A Articles Supplementary. (6)                                                                                                                                                                
|              | 
|3.1.7         |  | Articles Supplementary relating to the 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. (7)                                                                                                            
|              | 
|3.1.8         |  | Articles Supplementary relating to the 8.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest. (8)                                                                                                            
|              | 
|3.2           |  | By-laws. (9)                                                                                                                                                                                                                         
|              | 
|4.1           |  | Form of Certificate for Common Shares of Beneficial Interest. (5)                                                                                                                                                                    
|              | 
|4.2           |  | Form of Certificate for 7.75% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest. (10)                                                                                                                           
|              | 
|4.3           |  | Form of Certificate for 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest. (7)                                                                                                                           
|              | 
|4.4           |  | Form of Certificate for 8.875% Series C Cumulative Redeemable Preferred Shares of Beneficial Interest. (8)                                                                                                                           
|              | 
|4.5           |  | Indenture dated as of April 18, 2007 among RAIT Financial Trust, as issuer, or RAIT, RAIT Partnership, L.P. and RAIT Asset Holdings, LLC, as guarantors, and Wells Fargo Bank, N.A., as trustee.
(11)                                
|              | 
|4.6           |  | Registration Rights Agreement dated as of April 18, 2007 between RAIT and Bear, Stearns & Co. Inc. (11)                                                                                                                              
|              | 
|10.1          |  | Amendment dated as of February 22, 2009 to Employment Agreement between RAIT and Scott F. Schaeffer. (12)                                                                                                                            
|              | 
|10.2          |  | Letter of Separation dated as of February 22, 2009 between RAIT and Daniel G. Cohen. (12)                                                                                                                                            
|              | 
|10.3          |  | Amendment dated as of February 22, 2009 to Employment Agreement between RAIT and Raphael Licht. (12)                                                                                                                                 
|              | 
|10.4          |  | Form of Letter Agreement between RAIT Financial Trust and each of its Non-Management Trustees. (13)                                                                                                                                  
|              | 
|10.5          |  | Securities Purchase Agreement dated June 25, 2009 among Taberna Realty Finance Trust and Taberna Equity Funding, Ltd., as sellers, Dynamic Credit Partners, LLC, as purchaser, and its affiliate
Dynamic Credit Management, LLC. (14)
|              | 
|10.6          |  | Purchase and Sale Agreement dated as of July 15, 2009 between RAITs subsidiary, Taberna Loan Holdings I, LLC, as seller, and AG Park Lane I Corp., as buyer. (15)                                                                   
|              | 
|10.7          |  | Securities Purchase Agreement dated as of July 31, 2009 between RAIT Financial Trust and Mr. Moses Marx. (16)                                                                                                                        
|              | 
|10.8          |  | Senior Secured Note dated July 31, 2009 issued by RAIT Financial Trust, as payor, to Mr. Moses Marx, as payee. (16)                                                                                                                  
|              | 
|15.1          |  | Awareness Letter from Independent Accountants.                                                                                                                                                                                       
|              | 
|31.1          |  | Certification Pursuant to 13a-14 (a) under the Securities Exchange Act of 1934.                                                                                                                                                      
|              | 
|31.2          |  | Certification Pursuant to 13a-14 (a) under the Securities Exchange Act of 1934.                                                                                                                                                      
|              | 
|32.1          |  | Certification Pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                    
|              | 
|32.2          |  | Certification Pursuant to 18 U.S.C. Section 1350.                                                                                                                                                                                    



|(1) | Incorporated by reference to RAITs Registration Statement on Form S-11 (Registration No. 333-35077).
|--- | -----------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to RAITs Registration Statement on Form S-11 (Registration No. 333-53067).
|--- | -----------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to RAITs Registration Statement on Form S-2 (Registration No. 333-55518).
|--- | ----------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to RAITs Form 10-Q for the quarterly period ended March 31, 2002 (File No. 1-14760).
|--- | ---------------------------------------------------------------------------------------------------------------



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##### Table of Contents

|(5) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on December 15, 2006 (File No. 1-14760).
|--- | -----------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on March 18, 2004 (File No. 1-14760).
|--- | --------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on October 1, 2004 (File No. 1-14760).
|--- | ---------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to RAITs Form 8-A as filed with the SEC on June 29, 2007 (File No. 1-14760).
|--- | -------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on November 21, 2008 (File No. 1-14760).
|--- | -----------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on March 22, 2004 (File No. 1-14760).
|---- | --------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on April 18, 2007 (File No. 1-14760).
|---- | --------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on February 23, 2009 (File No. 1-14760).
|---- | -----------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on March 12, 2009 (File No. 1-14760).
|---- | --------------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on June 29, 2009 (File No. 1-14760).
|---- | -------------------------------------------------------------------------------------------------------

|(15) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on July 21, 2009 (File No. 1-14760).
|---- | -------------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to RAITs Form 8-K as filed with the SEC on August 3, 2009 (File No. 1-14760).
|---- | --------------------------------------------------------------------------------------------------------



61