Fitch Rates Brascan Structured Notes 2005-2, Ltd. 'AAA/AA/A/BBB/BBB-'.

NEW YORK -- Fitch Ratings assigns the following ratings to Brascan Structured Notes 2005-2, Ltd. and Brascan Structured Notes 2005-2 Corp.:

-- $103,050,000 class A senior secured floating-rate term notes due 2040 'AAA';

-- $29,700,000 class B second priority floating-rate term notes due 2040 'AA';

-- $34,500,000 class C third priority floating-rate capitalized interest term notes due 2040 'A';

-- $34,500,000 class D fourth priority floating-rate capitalized interest term notes due 2040 'BBB';

-- $13,350,000 class E fifth priority floating-rate capitalized interest term notes 2040 'BBB-';

Brascan Structured Notes 2005-2 is a cash flow collateralized debt obligation (CDO) managed by Brascan Real Estate Financial Partners, LLC (BREF).

The ratings of the class A and class B notes address the likelihood that investors will receive full and timely payments of interest, per the governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings of the class C, class D, and class E notes address the likelihood that investors will receive ultimate interest payments, as well as the stated balance of principal, by the legal final maturity date, per the governing documents.

The ratings are based upon the credit quality of the underlying assets, approximately 85% of which will be purchased by the transaction's close, in addition to credit enhancement provided by support from subordinated notes, excess spread, and protections incorporated in the structure.

Brascan Structured Notes 2005-2 will have a 5-year reinvestment period. Proceeds from the issuance of the notes will be invested in a portfolio consisting of unrated commercial mortgage loan B-notes (B-notes), commercial real estate mezzanine loans (mezzanine loans), and commercial mortgage whole loans (whole loans) having a maximum Fitch Poolwide Expected Loss of 64.75%. The Fitch Poolwide Expected Loss is derived using Fitch's modified CMBS conduit model by multiplying a base default probability and base loss severity for each loan in the context of a pool.

BREF is wholly owned by Brookfield Asset Management (Brookfield), formerly the Brascan Corporation. Brookfield is publicly traded on both the NYSE and TSE (ticker symbol: BAM). Brookfield is a specialist asset manager, focusing on property, power, and infrastructure assets, with approximately $40 billion in assets under management.

BREF began operations in September 2002. In addition to managing Brascan Structured Notes 2005-2, BREF is the collateral manager for the $300 million Brascan Real Estate CDO 2004-1, and serves as the fund manager for the $600 million Brascan Real Estate Finance Fund (BREF ONE, LLC), an alternative asset fund that makes high-yield real estate finance investments. BREF is staffed by nine investment professionals with extensive capital markets and commercial real estate finance experience. BREF also relies on origination and underwriting resources from Brookfield and its affiliates. Members of Brookfield's senior management, including its CEO, Mr. Bruce Flatt, sit on BREF ONE, LLC's investment committee. The same investment committee approves investments held within BREF's CDOs.

For more information, see the presale report 'Brascan Structured Notes 2005-2' available on the Fitch Ratings web site at www.fitchratings.com.

Fitch's rating definitions and the terms of use of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. Fitch's code of conduct, confidentiality, conflicts of interest, affiliate firewall, compliance and other relevant policies and procedures are also available from the 'Code of Conduct' section of this site.