Fitch Rates N-Star REL CDO VI, LTD./LLC.

CHICAGO -- Fitch Ratings assigns the following ratings to N-Star REL CDO VI Ltd. and N-Star REL CDO LLC (collectively N-Star CDO VI):

--$174,800,000 class A-1 floating rate notes due 2041 'AAA';

--$70,000,000 class A-R revolving floating rate notes due 2041 'AAA';

--$27,225,000 class A-2 floating rate notes due 2041 'AAA';

--$21,825,000 class B floating rate notes due 2041 'AA';

--$12,825,000 class C floating rate deferrable interest notes due 2041 'A+';

--$13,950,000 class D floating rate deferrable interest notes due 2041 'A-';

--$10,125,000 class E floating rate deferrable interest notes due 2041 'BBB+';

--$7,650,000 class F floating rate deferrable interest notes due 2041 'BBB';

--$9,900,000 class G floating rate deferrable interest notes due 2041 'BBB-'.

N-Star CDO VI is a cash flow collateralized debt obligation (CDO) managed by NS Advisors, LLC, an indirect wholly owned subsidiary of NorthStar Realty Finance Corp. (NorthStar, rated 'CAM2' as an asset manager by Fitch).

The ratings of the class A-1, A-R, A-2 and B notes address the likelihood that investors will receive full and timely payments of interest, as per the governing documents, as well as the stated balance of principal by the legal final maturity date. The ratings of the class C, D, E, F and G notes address the likelihood that investors will receive ultimate interest and capitalized interest payments, as per the governing documents, as well as the stated balance of principal by the legal final maturity date.

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

Proceeds from the issuance will be invested in a portfolio of primarily unrated commercial mortgage loan B-notes, commercial real estate mezzanine loans, commercial real estate preferred equity and commercial mortgage whole loans. In addition, commercial mortgage backed securities, CDOs of commercial real estate loans and real estate investment trust debt securities may also be invested in.

N-Star CDO VI will have a five-year reinvestment period during which principal proceeds will be reinvested in substitute collateral subject to the covenants and reinvestment parameters outlined in the governing documents. In addition, during the reinvestment period, the collateral manager has the ability to trade up to 15% per annum of CMBS securities, real estate CDO securities, REIT debt securities, and CRELs on a discretionary basis.

NorthStar is an internally managed commercial real estate company that operates as a REIT. NorthStar's primary activities include investing in subordinate real estate mortgages, originating and managing CDOs, and owning and acquiring properties net leased to corporate tenants. The company's CDO portfolios are made up of a variety of commercial real estate securities, including CMBS securities, REIT fixed-income securities, other commercial real estate CDOs, B notes, mezzanine loans, and CTLs. As of June 30, 2005, the company had more than $2.0 billion in assets under management, consisting of real estate securities and loan positions financed through five issued CDOs, N-Star CDO I, II, III, IV, and V, and real estate securities that accumulated under a warehouse arrangement for this, its sixth CDO.

N-Star REL CDO VI Ltd. is a Cayman Islands exempted company. N-Star REL CDO VI LLC is a Delaware corporation.

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.