Fitch Rates N-Star Real Estate CDO III Ltd./Corp.

NEW YORK -- Fitch Ratings has rated the following notes issued by N-Star Real Estate CDO III Ltd. and co-issuer N-Star Real Estate CDO III Corp. (collectively, the co-issuers):

--$294,000,000 class A-1 floating-rate senior notes due 2040 'AAA';

--$15,000,000 class A-2A floating-rate senior notes due 2040 'AA';

--$5,000,000 class A-2B fixed-rate senior notes due 2040 'AA';

--$17,000,000 class B floating-rate senior subordinate notes due 2040 'A-';

--$10,000,000 class C-1A floating-rate junior subordinate notes due 2040 'BBB+';

--$6,000,000 class C-1B fixed-rate junior subordinate notes due 2040 'BBB+';

--$12,000,000 class C-2A floating-rate junior subordinate notes due 2040 'BBB';

--$2,000,000 class C-2B fixed-rate junior subordinate notes due 2040 'BBB';

--$16,000,000 class D fixed-rate junior subordinate notes due 2040 'BB'.

The ratings on classes A-1, A-2A, and A-2B address the timely payment of interest and ultimate payment of principal as outlined in the governing documents. The ratings on classes B, C-1A, C-1B, C-2A, C-2B, and D address the ultimate payment of interest and principal as outlined in the governing documents. The collateral portfolio will be managed by NS Advisors, LLC (NS Advisors) an indirect wholly owned subsidiary of NorthStar Realty Finance Corp. (NRF).

The ratings are based upon the capital structure of the transaction, the quality of the collateral, and the overcollateralization and interest coverage tests provided for within the indenture. The transaction will have a five-year reinvestment period, during which time proceeds from regular asset amortization can be used to purchase additional collateral up to a 35% reinvestment cap. For the first three years of the transaction, proceeds from the sale of defaulted and distressed assets can be used to purchase additional collateral up to a 5% reinvestment cap.

During the five-year reinvestment period, each class of rated notes will receive pro rata principal repayments above the 35% reinvestment cap in the case of regular amortizing principal and 5% in the case of defaulted and distressed asset recoveries (for the first three years). After the five-year reinvestment period, or if the portfolio collateral balance drops below 50% of the original portfolio balance, principal proceeds will be applied to repay outstanding notes sequentially. Repayment of notes will remain pro rata within classes.

The proceeds of the notes will be used to purchase a portfolio of real estate structured finance securities, consisting of approximately 50.3% conduit commercial mortgage-backed securities (CMBS), 22.6% large-loan CMBS, 11.8% real estate investment trust (REIT) securities, 8.8% credit tenant lease (CTL) CMBS, and 6.5% collateralized debt obligations (CDOs).

NS Advisors will purchase all investments for the portfolio on behalf of N-Star Real Estate CDO III Ltd. and N-Star Real Estate CDO III Corp., which are special purpose companies incorporated under the laws of the Cayman Islands and Delaware, respectively. NS Advisors, an indirect wholly owned subsidiary of NRF, is the collateral administrator for the co-issuers. NRF is an internally managed commercial REIT that makes fixed-income, structured finance, and net lease investments in real estate assets. NRF was formed in October 2003 to continue to expand the subordinate debt, real estate securities, and net lease businesses conducted by NorthStar Capital Investment Corp. (NorthStar Capital). Simultaneous with the closing of the initial public offering, certain subsidiaries of NorthStar Capital contributed an initial portfolio of assets to NRF. From inception through December 2004, NRF and its predecessor organizations have made structured finance investments of approximately $2.3 billion, including approximately $350 million in subordinate real estate debt, approximately $1.4 billion in real estate securities, and approximately $520 million in properties, substantially all of which were net leased.

For more information, see the presale report "N-Star Real Estate CDO III, Ltd./Corp.," dated Feb. 18, 2005, available on the Fitch Ratings web site at www.fitchratings.com.