Fitch Rates ALESCO Preferred Funding VI, Ltd./Inc.

CHICAGO -- Fitch Ratings assigns the following ratings to ALESCO Preferred Funding VI, Ltd./Inc. (ALESCO VI) as listed below:

-- $365,000,000 class A-1 first priority senior secured floating-rate notes due 2035 'AAA';

-- $50,000,000 class A-2 second priority senior secured floating-rate notes due 2035 'AAA';

-- $20,000,000 class A-3 second priority senior secured fixed/floating-rate notes due 2035 'AAA';

-- $23,000,000 class B-1 deferrable third priority secured floating-rate notes due 2035 'AA';

-- $12,000,000 class B-2 deferrable third priority secured fixed/floating-rate notes due 2035 'AA';

-- $57,500,000 class C-1 deferrable mezzanine secured floating-rate notes due 2035 'A';

-- $46,000,000 class C-2 deferrable mezzanine secured fixed/floating-rate notes due 2035 'A';

-- $10,000,000 class C-3 deferrable mezzanine secured fixed/floating-rate notes due 2035 'A';

-- $27,000,000 class C-4 deferrable mezzanine secured fixed-rate notes due 2035 'A';

-- $17,000,000 class D-1 deferrable subordinate secured floating-rate notes due 2035 'BBB';

-- $3,000,000 class D-2 deferrable subordinate secured fixed/floating-rate notes due 2035 'BBB'.

The ratings on the class A-1, A-2 and A-3 notes, (collectively, the class A notes) address the likelihood that investors will receive timely payment of interest and ultimate payment of the original principal amount by the stated maturity date. The ratings on the class B-1 and B-2 notes, (collectively, the class B notes), class C-1, C-2, C-3 and C-4 notes (collectively, the class C notes) and the class D-1 and D-2 notes (collectively, the class D notes) address the likelihood that investors will receive ultimate payment of cumulative interest and ultimate payment of the original principal amount of the respective notes by the stated maturity date. Periodic payments on the notes will be paid quarterly starting in March 2005.

ALESCO VI, a bankruptcy-remote special-purpose corporation, is secured by a $667 million diversified portfolio of newly issued and secondary market trust preferred securities of bank and thrift holding companies (67%) and trust preferred and surplus note securities of small and midsized U.S. insurance companies (33%). The portfolio of bank and thrift holding companies is diversified geographically across seven defined regions, the largest region constituting 21.31% of the portfolio. The portfolio is also diversified by obligor, with the largest obligor concentration at 3% of the portfolio principal balance. The issuers will have 90 days from the closing date to ramp-up the portfolio to the target portfolio amount of $667 million; the portfolio will be approximately 82% ramped at close.

The ratings are based on the capital structure of the transaction, the quality of the collateral, the overcollateralization (OC) and interest coverage (IC) provided for within the indenture, as well as the strength and experience of Cohen Bros. Financial Management, LLC (Cohen), as the collateral manager. The two OC tests and two IC tests will trap cash to bring the test back into compliance any time a test is failing. Cash trapped through any OC or IC test failure will be used to pay down the most senior notes outstanding.

The placement agent for this transaction is Merrill Lynch, Pierce, Fenner & Smith Incorporated. For additional information on structural and others features of ALESCO VI, including: a reserve account, a deleveraging feature and an auction call, please see the Fitch New Issue report, 'ALESCO Preferred Funding VI, Ltd./Inc.', which is available on Fitch's subscription-based web site, www.fitchresearch.com.

For more information on Fitch's approach to rating CDOs of trust preferred securities, see the special report, 'Rating Criteria for Bank and Trust Preferred CDOs', dated July 31, 2002 and also available at www.fitchresearch.com.