Cohen & Company (COHN) 8-K Regulation FD Disclosure

March 2007

Confidential

Exhibit 99.1

2

Safe Harbor

THESE

MATERIALS

ARE

FOR

PRESENTATION

PURPOSES

ONLY.

THIS

IS

NOT

AN

OFFER

OR

SOLICITATION OF ANY OFFER TO BUY OR SELL ANY SECURITY OR OTHER INVESTMENT

PRODUCT, NOR DO THESE MATERIALS CONSTITUTE INVESTMENT ADVICE.  THESE MATERIALS

ARE CONFIDENTIAL AND MAY NOT BE DISTRIBUTED, COPIED OR SHARED WITH ANY PARTY

OTHER THAN WITH THE PRIOR WRITTEN APPROVAL OF ALESCO FINANCIAL INC. (“Alesco”)

Forward Looking Statements:

Information set forth in this presentation contains forward-looking statements, which involve a

number

of

risks

and

uncertainties.

Alesco

cautions

readers

that

any

forward-looking

information

is

not a guarantee of future performance and that actual results could differ materially from those

contained or implied in the forward-looking information.

The following factors, among others, could cause actual results to differ from those set forth in the

forward-looking

statements:

the

failure

of

Alesco

to

successfully

execute

its

business

plans

or

gain

access to additional financing, the availability of additional loan portfolios for future acquisition,

continued qualification as a REIT and the cost of capital. Additional factors that may affect future

results

are

contained

in

Alesco’s

filings

with

the

SEC,

which

are

available

at

the

SEC’s

web

site

www.sec.gov

and

Alesco’s

web

site

www.alescofinancial.com.

Alesco

disclaims

any

obligation

to

update and revise statements contained in these materials based on new information or otherwise.

3

Sections

I.

Alesco Financial Inc. Overview

II.

Investment Analysis

III.

Financial Statements

IV.

Cohen & Company –

External Manager

Table of Contents

I. ALESCO FINANCIAL INC. OVERVIEW

5

Company Overview

January 2006 –

Specialty finance company formed with $111 million of

equity capital from private placement of common shares

October 2006 –

Merged with Sunset Financial Resources, Inc. to

nearly

double

equity

while

also

becoming

a

public

company

listed

on

NYSE

November 2006 –

Completed a $273 million secondary public offering

raising

market

capitalization

to

approximately

$471

million

(1)

Invests primarily in bank and insurance company TruPS, middle-

market loans and MBS, and uses CDO and CLO securitizations to get

long-term, non-recourse financing

Externally

managed

by

Cohen

&

Company

–

which

has

demonstrated

a track record of attaining leading market share in certain of their and

our businesses

(1) As of March 16, 2007

6

Overview of Business Model

Capital Raising and 

Capital Raising and 

Dividend Policies

Dividend Policies

Investment

Investment

Objective

Objective

Access to Cohen

Access to Cohen

Platform

Platform

Capital raises should be accretive to book value and deployed

quickly to minimize drag on earnings

Pay regular quarterly dividends of 90-100% of REIT Taxable

Income

Industry

leading

CDO

manager,

including

TruPS

financing

for

banks

and insurance companies

Strong pipeline of assets

Experienced management team has originated over $20 billion of

managed assets since 2002

Invest in assets with low historical default rates to deliver attractive

risk-adjusted returns and predictable cash flows for shareholders

Target assets with significant opportunity for investment

Company Structure

Company Structure

Corporate

Corporate

Governance

Governance

Real Estate Investment Trust (“REIT”) externally managed by

Cohen & Company Management, LLC

Publicly traded on New York Stock Exchange (NYSE)

Board of Directors comprised of seven independent directors and

two Cohen & Company employees

Cohen & Company has separate credit committees to oversee

each targeted asset class

7

Goals and Achievements

Goals

Goals

Achievements

Achievements

Financed $3.3bn in bank and insurance

trust preferred, $600mm in middle market

loans and $4.0bn in residential MBS

Funded assets above with 5 trust preferred

CDOs,

2

middle

market

loan

CLOs

and

4

MBS CDOs

CDO/CLOs

are match-

and term-funded 

Invest in low volatility assets

Minimize interest rate risk

Minimize funding risk

8

Highlights Since Inception

(1)

Return

on

initial

$10

per

share

investment

in

Alesco

Financial

Trust

–

equivalent

to $7.94 per share following Sunset merger due to 1.26 exchange ratio

Dividend payouts of $1.68 per share in eight months prior to merger –

(25.2%

annualized

return

(1)

)

-

Dividend of $0.28 per share paid for 4

th

quarter of 2006

-

Declared dividend of $.30 per share for Q107

From January 31 to December 31, 2006:

-

Deployed $365 million of equity in target assets:

Banks and insurance companies:

$150 million

Middle market loans:

$  20 million

Investment grade MBS:

$105 million

Mortgage Loans

$  90 million

Strong pipeline: will deploy all the proceeds of $273 million November

2006 secondary offering by March 31, 2007 in target asset classes

9

Financing Strategy

Asset Class

Short-Term Financing

Long-Term Financing

Collateral accumulates in

warehouses

6.5% collateral deposit recorded

as restricted cash

Interest carry plus/minus change

in value of collateral position

Collateral held in CDO structures

Alesco generally holds 51-75% of

the equity

Collateral accumulates in

warehouses

9% collateral deposit recorded

as restricted cash

Interest carry plus/minus change

in value of collateral position

Collateral held in CLO structures

Alesco generally holds 51-75% of

the equity

Collateral accumulates in

warehouses

3% collateral deposit recorded

as restricted cash

Interest carry plus/minus change

in value of collateral position

Collateral held in CDO structures

Alesco holds 100% of the equity

Repo financing

Securitization

Mortgage Loans

Mortgage Loans

Middle Market

Leveraged

Loans

TruPS

Asset-Backed

Securities

10

CDO Financing Structure

Capital Securities

Baa2/Baa3 implied

Moody’s weighted

average pool rating

53% -

Class A-1

Aaa/AAA/AAA

Moody’s/S&P/Fitch

9% -

Class C-1

A3/---/A-

6% -

Preferred Shares

10% -

Class A-2

Aaa/--/AAA

9% -

Class C-2

A3/---/A-

7% -

Class B

Aa2/--/AA

4% -

Class D

---/---/BBB

Assets held by CDO

Securities issued by CDO

The

Alesco

CDO

issues

securities

comprised

of:

-

Rated Notes and Preferred Shares backed primarily by trust preferred securities of bank holding companies, insurance companies

or thrift holding companies

-

A limited amount of Bank Subordinated Debt, Insurance Surplus Notes, Insurance Subordinated Debt and Insurance Senior Notes

The CDO is managed by an affiliate of Cohen & Company Management, LLC, the Collateral Manager

The CDO typically holds the following assets and issues the following classes of securities:

II. INVESTMENT ANALYSIS

12

Experienced management team

Strong balance sheet  

•

Diversified non-correlated asset classes

•

Low historical default rates

•

Significant opportunity for investment

Solid risk-adjusted returns with short ramp-up period

•

Rapid deployment of capital

Established platform and business model

•

Management team has originated over $30 billion of Cohen &

Company managed assets since 2002

Investment Strengths

13

Attractive Portfolio Mix

(1) As of December 31, 2006

(2) Based on Q107 dividend and $8.58 stock price as of March 16,

2007

Actual and Target Investment Allocation

Asset Class

Actual

Leverage

Amounts

Actual

Equity

Allocated

Target Equity

Allocation

15x

$150.0

55%

10x

$20.0

20%

33x

$105.0

20%

25x

$90.0

5%

20.0x

$365.0

100%

Mortgage Loans

Asset-Backed

Securities

Middle Market

Leveraged Loans

TruPS

Total / Blended

(1)

(1)

$0.30 Regular

dividend

represents a

14% dividend

yield to AFN

holders

(2)

14

$556

$3,257

$4,358

$351

$5,481

$2,014

$6,047

$1,415

$4,621

$1,724

$365

$5,018

$2,208

$538

$3,077

$3,199

$3,389

$2,549

$0

$1,000

$2,000

$3,000

$4,000

$5,000

$6,000

$7,000

$8,000

2000

2001

2002

2003

2004

2005

YTD

2006

2007

2008

2009

2010

Bank Trust Preferred

Insurance Trust Preferred

Other

Bank Refinancings

Pooled Bank and Insurance TruPS Issuance

(1) Cohen

&

Company

estimates

based

on

Fitch

Ratings

reports

and

press

releases.

Includes

closed

and

priced

deals

through

October

15,

2006. Represents CDOs of TruPS issued by banks and insurance companies. Excludes re-packaged collateral from prior CDOs.

(2) Represents the collateral in bank and insurance trust preferred CDOs that is comprised of non-bank and insurance asset classes.

(3) Source:

SNL

Securities.

Non-convertible

trust

preferred

issues

callable

after

January

1,

2007

for

banks

and

thriftswith

assets

between

$70 million and $10 billion.

$12.2 billion

$12.2 billion of pooled TruPS issuances from small to mid-sized banks                                

and thrifts will be callable from 2007 through 2010

’01 –

’05 CAGR: 19.8%

($ in mm)

(1)

(1)

(1)(2)

(3)

$4,709

$7,495

$7,462

$6,710

$7,764

15

Cohen & Company Leadership Position

The consistency and volume of Cohen & Company’s Alesco Trust Preferred

CDO pools has resulted in a leadership position in the market.

_____________________

Source: Cohen & Company’s analysis of FitchRatings

reports and press releases. Consists of target collateral amounts of closed and priced CDO

transactions

of

predominantly

US

and

European

bank

and

insurance

companies

through

December

31,

2006.

Excludes

non-bank

and

non-insurance

collateral and re-packaged collateral from prior CDOs.

US and Europe –

Bank and Insurance Trust Preferred Pools

16

(1) Source:  FDIC’s Historical Statistics on Banking: Changes in Number of Institutions.

(2) Source:

A.M.

Best.

Best’s

Insolvency

Study

–

Property/Casualty

U.S.

Insurers

1969-2002.

(3) Source:  Moody’s Speculative Grade Default Rates.

Alesco TruPS

–

Low Historical Default Rates

0%

2%

4%

6%

8%

10%

12%

1969

1972

1975

1978

1981

1984

1987

1990

1993

1996

1999

2002

Commercial Banks

Insurance Companies

High Yield

8.45%

0.65%

0.14%

Insolvency

Insolvency

History

History

of

of

U.S.

U.S.

Commercial

Commercial

Banks

Banks

(1)

(1)

and

and

Insurance

Insurance

Companies

Companies

(2)

(2)

vs.

vs.

High

High

Yield

Yield

Bonds

Bonds

(3)

(3)

17

TRUPS –

Issuance Concentration –

Alesco X through Alesco XIV

Issuance Concentration

Number of issuers within concentration ranges

1.5%-2.0%, 5

1.0%-1.5%, 11

0.5%-1.0%, 44

Less than 0.5%,

194

Greater than or

equal to 2%, 1

Note: As of March 15, 2007

18

TRUPS –

Concentration per State –

Banks

Concentration per state

Less than 2%, 20.5%

MI, 2.2%

NC, 2.1%

CA, 12.7%

IN, 2.3%

MO, 2.6%

IA, 1.8%

AR, 2.7%

KS, 3.8%

MA, 4.0%

MN, 4.1%

PA, 4.3%

FL, 5.2%

VA, 5.7%

GA, 6.2%

IL, 10.0%

TX, 10.1%

Note: As of March 15, 2007

19

Disciplined Collateral Underwriting Process

Due

Diligence

Due

Diligence

Credit

Write-Up

Credit

Write-Up

Committee

Review

Committee

Review

Continued

Monitoring

Continued

Monitoring

Sourcing &

Screening

Sourcing &

Screening

Potential investments

sourced through variety of

channels

Data gathered on potential

investment

Apply preliminary credit

score

Management interviews

Financial analysis

Financial modeling and

stress testing

Valuation of underlying

collateral

Review of issuer’s

anticipated cash flow,

liquidity position and credit

statistics

Summary analysis

Credit report submitted to

investment committee for

reviews

Apply previously

established investment

guidelines

Unanimous approval is

required

Conduct ongoing

credit analysis

Investment committee

evaluates any potential

deterioration in credit or

valuation impairment

Senior executives directly involved in all aspects of origination, underwriting and collateral management

20

Middle market loans are an attractive asset class

Mature

market

with

total

loans

outstanding

of

approximately

$1.3

trillion

(1)

Low return correlation with other asset classes

Low default rates (currently industry statistics in the 1.7% range)

Inherent structural and credit protection

The typical Emporia CLO portfolio is comprised of

Senior

secured

middle

market

loans

–

85%

Second lien middle market loans –

15%

The Emporia CLO structure achieves diversification, especially compared to

typical CLO assets, by including broadly syndicated loans along with middle

market loans

The stable return profile of senior secured loans is then balanced with higher

current yields of second lien loans, which enhances the return profile of the

portfolio

Emporia –

Middle Market Leveraged Loans

(1) Source: Standard & Poor’s.  Data as of December 30, 2004.

21

Emporia Leveraged Loans –

S&P Industry Analysis

Note: As of March 15, 2007

22

MBS Portfolio Overview (As of March 15, 2007)

Portfolio is specifically constructed to address potential volatility

Asset pool is high investment grade

All investment grade assets

None in lowest investment grade quality (BBB-)

Significant amounts in AAA and AA

Average quality of A+

Assets are match funded to term with NO RECOURSE to AFN

Exposure limited to 3% of assets

Significant cash flows come in even if assets later become impaired

Higher returns on MBS assets available in current market

Opportunity to reinvest in wider spread assets while funding cost is locked-in

23

MBS Portfolio Overview (continued)

Currently $120 million of capital devoted to MBS (maximum current

exposure)

Capital is invested in four (4) distinct pools of $30 million each

(Kleros

Real Estate I to IV)

28% of total assets are in sub-prime

13% of sub-prime is in BBB+ and 5.5% is in BBB

Remainder

of

sub-prime

assets

are

in

A-

or

higher

quality

Funding of assets not subject to margin calls or forced liquidations

Portfolio consists only of cash MBS –

no derivatives or investments

in other CDOs

24

Cohen

&

Company

Management,

LLC

has

completed

and

manages

five

Kleros

and

four

Kleros

Real

Estate

CDO

transactions

totaling

over

$11

billion

Kleros

Real

Estate

CDOs

are

collateralized

by

RMBS,

CMBS

and

ABS

with

average

ratings

of

“A+”

Securities

with

these

credit

ratings

have

experienced

low

historical

defaults

(1)

The collateral underlying these securities have high historical recovery rates

and receive more substantial cash flow after default than comparable corporate

securities

Kleros –

Asset-Backed Securities

(1)

Source:

Moody’s

Investors

Service,

“Default

&

Loss

Rates

of

Structured

Finance

Securities:

1993-2005,”

April

2006.

Impairment

is

defined

in

the

study

as

unsecured

payment

defaults

or

securities

downgraded

to

Ca

or

C.

Payment

defaults

include

shortfalls

of

interest

or

losses

of

principal.

Impairment

rates

calculated

using

original

ratings.

Impairment Rates (1993-2005)

RMBS

CMBS

ABS

Aaa

0.00%

0.00%

0.05%

Aa

0.00%

0.00%

0.14%

A

0.00%

0.00%

0.03%

Baa

0.07%

0.00%

0.03%

25

MBS –

Asset Type by Kleros

Real Estate CDO

$1.1B

Note: Prime = FICO Score >700; Mid-Prime = FICO of 625 to 700 and Sub-Prime <625 FICO

Note: As of March 15, 2007

Asset Type

291.2 MM

262.9 MM

310.5 MM

417.3 MM

447.4 MM

338.3 MM

255.5 MM

252.7 MM

233.0 MM

44.1 MM

26.9 MM

39.2 MM

258.9 MM

412.3 MM

272.0 MM

56.2 MM

0

200

400

600

800

1,000

1,200

KRE I

KRE II

KRE III

KRE IV

Deal Name

CMBS Conduit

Prime

Mid-Prime

Sub-Prime

26

MBS –

S&P Ratings of Sub-Prime Assets

$207MM

Note: As of March 15, 2007

Sub-Prime Ratings

9.33 MM

22.45 MM

24.42 MM

39.06 MM

47.91 MM

37.94 MM

21.51 MM

27.04 MM

25.94 MM

48.35 MM

26.69 MM

31.05 MM

41.97 MM

57.31 MM

122.32 MM

32.85 MM

71.48 MM

56.14 MM

102.28 MM

29.64 MM

15.96 MM

11.00 MM

11.73 MM

9.58 MM

41.09 MM

70.38 MM

24.40 MM

10.55 MM

10.00 MM

BBB: 4.19 MM

11.27 MM

25.44 MM

AA+ 2.35 MM

0

50

100

150

200

250

300

350

KRE I

KRE II

KRE III

KRE IV

Deal Name

AAA

AA+

AA-

AA

A+

A

A-

BBB+

BBB

27

MBS –

Asset Ratings by Kleros

Real Estate CDO

$372MM

Note: As of March 15, 2007

Portfolio Ratings

41.4 MM

37.5 MM

51.7 MM

68.3 MM

74.8 MM

66.3 MM

77.5 MM

58.7 MM

93.6 MM

39.1 MM

94.8 MM

103.9 MM

160.1 MM

180.3 MM

91.4 MM

129.7 MM

156.7 MM

197.9 MM

155.2 MM

184.4 MM

110.5 MM

126.6 MM

32.3 MM

82.2 MM

74.1 MM

49.5 MM

229.9 MM

108.3 MM

99.9 MM

91.9 MM

208.6 MM

228.7 MM

177.1 MM

203.5 MM

BBB: 6.2 MM

BBB+: 26.0 MM

0

200

400

600

800

1000

1200

KRE I

KRE II

KRE III

KRE IV

Deal Name

AAA

AA+

AA-

AA

A+

A

A-

BBB+

BBB

28

MBS Portfolio –

Credit Support and Delinquencies

Note: As of March 15, 2007

Lien

Position

Asset Type

Rating

Current Par

Average

Current

Support (%)

Average

Original

Support (%)

Average 60+

Delinquencies

1st Lien

Prime

BBB

31,963,913

$    

2.54

1.86

3.18

1st Lien

Prime

BBB+

6,184,081

$      

2.08

1.60

2.59

1st Lien

Mid-Prime

BBB

42,583,000

$    

8.63

3.83

10.49

1st Lien

Mid-Prime

BBB+

61,828,000

$    

8.30

5.89

8.12

1st Lien

Sub-Prime

BBB

56,114,168

$    

6.28

5.22

7.46

1st Lien

Sub-Prime

BBB+

146,408,741

$  

7.61

6.41

7.09

2nd Lien

Mid-Prime

BBB

1,835,000

$      

15.79

10.95

6.41

2nd Lien

Mid-Prime

BBB+

20,994,000

$    

14.64

11.10

5.18

III. FINANCIAL STATEMENTS

Alesco Financial –

Income Statements

For

the

three months

December 31,

2006

For

the

period

from

January

31,

2006

through

December 31,

2006

Revenue:

Investment interest income

................................

................................

.............

$

107,435

$

215,613

Investment interest expense

................................

................................

............

.

(96,480)

(188,121)

Provision for loan loss

................................

................................

.....................

(1,322)

(1,938)

Change in fair value of free

-

standing derivative

................................

..............

131

2,127

Net investment income

................................

................................

....................

9,764

27,681

Total revenue

................................

................................

..........................

9,764

27,681

Expenses:

Related party management compensation

................................

........................

2,223

6,249

General and administra

tive

................................

................................

..............

2,742

3,834

Total expenses

................................

................................

........................

4,965

10,083

Income before interest and other income, minority interest and taxes

...............

4,799

17,598

Interest and other income

................................

................................

.................

3,408

5,820

Realized gain on derivative contracts

................................

...............................

—

7,700

Unrealized gain on derivative contracts

................................

............................

(219)

1,653

Losses on investments

................................

................................

.......................

(1,503)

(2,349)

Income before minority interest and taxes

................................

.............................

6,485

30,422

Minority interest................................

................................

................................

(2,616)

(7,625)

Income before taxes

................................

................................

................................

3,869

22,797

Provision for income taxes

................................

................................

...............

(288)

(766)

Net income

................................

................................

................................

................

$

3,581

$

22,031

Earnings per share

—

basic:

Basic earnings per share

................................

................................

....................

$

0.13

$

1.48

Weighted

-average shares outstanding

—

Basic................................

..................

.....

27,748,369

14,924,342

Earnings per share

—

diluted:

Diluted earnings per share

................................

................................

.................

$

0.13

$

1.48

Weighted

-average shares outstanding

—

Diluted................................

...............

..

27,773,995

14,924,342

Distributions declared per com

mon

share

................................

.........................

$

0.25

$

1.75

Alesco Financial –

2006 GAAP to REIT Taxable Reconciliation

For the Quarter

Ended 

December 31, 2006

For the Year Ended 

December 31, 2006

Net income available to common stockholders’, as reported

..................................

$

3,581

$

22,031

Add (deduct):

Provision for loan losses

............................................................................ ..

789

807

Stock compensation

............................................................................ .........

262

268

Unrealized losses on investments and derivative contracts.........................

515

518

Realized losses on sale of capital assets......................................................

1,127

1,127

Federal tax provision...................................................................................

564

564

Book/tax differences due to merger accounting..........................................

(19)

(491)

Other book/tax differences  .........................................................................

128

131

Total taxable income

.............................................................................. ..............

6,947

24,955

Less: Taxable income attributable to domestic TRS entities

.................................

(373)

(381)

Plus: Dividends paid by domestic TRS entities

.....................................................

—

—

Estimated REIT taxable income (prior to deduction for dividends paid)

......

$

6,574

$

24,574

Weighted average shares outstanding - diluted

27,773,995

14,924,342

Estimated REIT taxable income per share

$

0.24 

$

1.65

The

Company’s

GAAP

net

income

includes

the

operations

of

AFT

from

January

31,

2006

through

to

October

6,

2006

and

the

combined

operations

of

the

merged

company

from

October

7,

2006

through

to

December

31,

2006,

whereas

our

total

taxable

income

and

REIT

taxable

income

includes

the

results

of

operations

of

historical

Sunset

from

January

1,

2006

through

to

October

6,

2006

and

the

combined

operations

of

the

merged

company

from

October

7,

2006

through

to

December

31,

2006.

These

non-GAAP

financial

measurements

are

important

because

we

are

structured

as

a

REIT

and

the

Internal

Revenue

Code

requires

that

we

pay

substantially

all

of

our

taxable

income

in

the

form

of

distributions

to

our

stockholders.

The

non-GAAP

financial

measurements

of

total

taxable

income

and

REIT

taxable

income

are

important

in

the

determination

of

the

amount

of

the

minimum

distributions

that

we

must

pay

to

our

stockholders

so

as

to

comply

with

the

rules

set

forth

in

the

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

prepared

and

reported

by

other

companies.

The

table

below

reconciles

the

differences

between

reported

GAAP

net

income

and

total

taxable

income

and

REIT

taxable

income

for

the

year

ended

December

31,

2006

(dollar

amounts

in

thousands):

Alesco Financial –

Balance Sheet as of December 31, 2006

Asof

December31,2006

Assets

Investments in debt securities and related receivables

Available-for

-sale debt securities

................................

................................

.............

$

6,771,914

Security-related receivables

................................

................................

.......................

1,170,210

Total investment in debt securities and security-

related receivables

......................

7,942,124

Investments in residential and commercial mortgages and leveraged loans

Residential mortgages

................................

................................

................................

1,773,147

Commercial mortgages

................................

................................

...............................

9,500

Leveraged loans

................................

................................

................................

.........

314,077

Loan loss reserve

................................

................................

................................

.......

(2,130)

Total investmen

ts

in residential and commercial mortgages and leveraged loans,

net

................................

................................

................................

............................

2,094,594

Cash and cash equivalents

................................

................................

............................

51,821

Restricted cash and warehouse deposits

................................

................................

......

349,113

Accrued interest receivable

................................

................................

............................

46,654

Other assets................................

................................

................................

...................

30,621

Deferred financing costs, netof accumulated amortization of $ 2,762

.........................

87,423

Total assets

................................

................................

................................

..................

$10,602,350

Liabilities and stockholders’

equity

Indebtedness

Repurchase agreements

................................

................................

................................

$3,024,269

Trust preferred obligations

................................

................................

...........................

273,097

CDO notes payable

................................

................................

................................

......

6,496,748

Warehouse credit facility

................................

................................

..............................

167,158

Junior subordinated notes

................................

................................

..............................

20,619

Total indebtedness

................................

................................

................................

.......

9,981,891

Accrued interest payable

................................

................................

................................

42,163

Related party payable

................................

................................

................................

..

879

Other liabilities

................................

................................

................................

.............

50,017

Total liabilities

................................

................................

................................

............

10,074,950

Minority interest

................................

................................

................................

...........

98,598

Stockholder’s  equity

Preferred shares, $0.001 par value per share, 50,000,000 shares authorized, no

shares issued and outstanding

................................

................................

..................

—

Common shares, $0.001 par value per share, 100,000,000 shares authorized,

54,922,071 issued and outstanding, including 193,457 unvested restricted

share awards

................................

................................

................................

............

55

Additional paid in capital

................................

................................

................................

447,442

Accumulated other comprehensive loss

................................

................................

......

(14,628)

Cumulative distributions

................................

................................

................................

(26,098)

Cumulative earnings

................................

................................

................................

....

22,031

Total

stockholders’

equity

................................

................................

...........................

428,802

Total

liabilities

and

stockholders’

equity

................................

................................

$10,602,350

IV. COHEN & COMPANY –

EXTERNAL MANAGER

34

Access to Cohen & Company Platform

A

leading

asset

manager

with

approximately

$31

billion

in

assets

under

management in 34 CDOs

and whole loan portfolios.

Over 140 employees with extensive financial services and real estate industry 

experience,

with

offices

in

Philadelphia,

New

York,

Chicago,

Los

Angeles

and

Paris.

Strategos

Capital

Management

Cohen &

Company

Financial

Management

Bank /

Insurance

Trust

Preferred

AUM:

$9.5 bn

ABS

and MBS

AUM: $20.1 bn

Non Profit

501 (C) (3)

Munis

Non -Profits

AUM:

$0.4 bn

Dekania Capital

Management

Emporia Capital

Management

Alesco Financial

Inc. (REIT)

NYSE: AFN

Middle Market

Loans

AUM:

$1.2bn

35

Organizational Depth and Interaction

Chris Ricciardi

CEO

15 years experience

Daniel Cohen

Chairman

18 years experience

Lars Norell

MD

8 years experience

Alesco/Dekania

Shami Patel + 18

Dekania

Europe

Paul Vernhes + 9

Emporia

Kevin Braddish + 15

Kleros/Libertas

Alex Cigolle + 6

Brigadier

Ralph Nacey + 2

Fixed Income

Brian James

Joseph Messineo + 11

Equity Sales

John Heppe + 2

Equity Capital Markets

John Cardinale

Structuring & Analytics

Steve D’Agostino +9

Finance

Joseph Pooler + 7

Research

Lee Calfo + 6

Information Tech.

Mark Tolani + 7

Compliance

Kenneth Smith + 2

Alesco Financial

John Longino + 4

B/D Ops

Richard DiArenzo + 2

Legal

Dan Munley/Rachel Fink

Jay McEntee

COO

26 years experience

Asset Management

Legal/Opt Compliance

Capital Markets

Marketing

Robert O’Donnell

Risk Management

Constantine Boyadjiev

HR & Admin

Jonnell Cuddahy + 5

Non Profit

Andrew Hohns + 1

36

History of Cohen & Company

1999:

Founding of research and credit boutique focused on the financial

services and real estate industries.

1999-2006:

Growth to over 140 professionals in several offices worldwide.

2001-2006:

Arranged over $10 billion of Trust Preferred financings.

2004-2006:

Second largest manager of new issue CDO/CLO assets.

2005:

Completed spin-off of Taberna Realty Finance Trust, raising over

$400MM to invest in real-estate backed structured and securitized

products, including REIT Trust Preferred CDOs.

2006:

Completed $100MM+ offering of Alesco Financial Trust, an

externally managed vehicle investing primarily in CDO Equity across

multiple asset classes.

2006:

Strategically advanced Cohen Brothers through the integration of

much of Merrill Lynch’s CDO structuring team, led by Chris Ricciardi, now

CEO of Cohen & Company.

2006:

Top manager of new issue CDO/CLO assets

2006:

Aggregate AUM at over $31BB. Actively growing platform across

asset classes

37

Experienced Management Team

Name

Title

Years of Experience

Daniel G. Cohen

Chairman

18

James J. McEntee, III

President and CEO

26

Shami J. Patel

Chief Operating Officer and

Chief Investment Officer

13

John J. Longino

CFO and Treasurer

26

Daniel Munley

Chief Legal Officer

11

Christian M. Carr

CAO and Controller

8

38

Management Agreement

1.50% of equity

Alesco pays no compensation to its officers.  All executive

compensation is paid by Cohen & Company Management, LLC

20% of net income in excess of the greater of:

9.5%; or the yield on the 10-year U.S. Treasury + 3.0%

15% payable in stock

Based entirely on the performance of the portfolio

Cohen & Company Management will cover all employee

compensation expenses, while all other operating expenses are

borne or reimbursed by Alesco, including legal, tax, accounting,

consulting, auditing and administrative fees and expenses

Base Management

Fee

Incentive Fee

Reimbursement of

Expenses

Alesco has the right, before any other party, to acquire all

equity interests in CDOs collateralized by US Dollar TruPS

issued by banks and insurance companies and CLOs

collateralized by US Dollar leveraged loans for which Cohen &

Company

serves

as

the

collateral

manager

(1)

Right of

First Refusal

(1)  Excludes non-U.S. dollar denominated. 

Since intention is to invest primarily in Cohen CDO’s, AFN will receive rebates related to asset management

fees paid by those CDO’s

which will completely offset base and incentive fees

39

Collateral Management

As a premier collateral manager, we have accumulated and now manage

approximately $31 billion of investments, over $24 billion of which is in

securitized pools in the banking, insurance, commercial and residential,

mortgage-backed sectors, and middle market loan markets, under the Alesco,

Dekania, Kleros, Libertas

and Emporia  programs.

According

to

Asset

Backed

Alert,

Cohen

&

Company

was

the

top

CDO

Manager

for 2006 by new issue volume.

Bank & Insurance

Trust Preferred

Collateralized Debt

Obligations

Alesco I -

XIV

Dekania

I & II

Dekania

Europe I & II

$9.5 billion

Residential MBS

Collateralized Debt

Obligations

Kleros

I -

V

Kleros

R.E. I -

IV

Libertas

I & II

Scorpius

I

$20.1billion

Middle Market Loans

Collateralized Loan

Obligations

Emporia I & II

$1.2 billion

Munis

Collateralized Debt

Obligations

Non-Profit

Preferred Funding

Trust I

$0.4 billion

40

Cohen & Company -

Structured Finance Expertise

Alesco CDO XII

$683 MM

Trust Preferred Securities

September 2006

Taberna VII

$700 MM

Trust Preferred Securities

September 2006

Alesco CDO XI

$683 MM

Trust Preferred Securities

June 2006

$1,000 MM

High Grade ABS

June 2006

Kleros Real Estate

CDO I

$2,000 MM

High Grade ABS

August 2006

Kleros CDO III

$1,000 MM

High Grade ABS

August 2006

Kleros Real Estate

CDO II

Taberna V

$700 MM

Trust Preferred Securities

May 2006

Taberna VI

$700 MM

Trust Preferred Securities

June 2006

Alesco CDO X

$971 MM

Trust Preferred Securities

March 2006

Trust Preferred Securities

€305 MM

Dekania Europe CDO I

September 2005

Alesco CDO IX

$683 MM

Trust Preferred Securities

December 2005

Taberna IV

$673 MM

Trust Preferred Securities

December 2005

Taberna III

$780 MM

Trust Preferred Securities

September 2005

Alesco CDO VIII

$684 MM

Trust Preferred Securities

August 2005

Trust Preferred Securities

$307 MM

Dekania

CDO I

September 2003

$690 MM

Trust Preferred Securities

April 2005

Alesco CDO VII

Taberna II

$1,044 MM

Trust Preferred Securities

June 2005

$1,007 MM

High Grade ABS

June 2005

Kleros CDO I

$692 MM

Trust Preferred Securities

December 2004

Alesco CDO VI

Taberna I

$729 MM

Trust Preferred Securities

March 2005

Alesco CDO IV

$415 MM

Trust Preferred Securities

May 2004

Alesco CDO III

$363 MM

April 2004

Trust Preferred Securities

DekaniaCDO II

Trust Preferred Securities

$413 MM

April 2004

Alesco CDO I

$344 MM

Trust Preferred Securities

October 2003

Alesco CDO II

$348 MM

December 2003

Trust Preferred Securities

Alesco CDO V

$365 MM

Trust Preferred Securities

September 2004

May 2006

$602 MM

Libertas

CDO

Mezzanine ABS

Emporia CDO II

$365MM

Leveraged Loan

May 2006

Emporia CDO I

$425MM

Leveraged Loan

October 2005

$1,001 MM

High Grade ABS

January 2006

Kleros CDO II

41

Market Recognition

Cohen & Company has been recognized as a leading CDO manager.

42

Market Recognition

Cohen and Company has been recognized as a leading CDO manager.

43

Other Operations

Equity Sales and Trading:

Cohen & Company

maintains sales and trading platforms that support

CDO and investment banking operations and

generates revenues through trading activities on

behalf of institutional and high net worth clients.

Equity Research:

Six research analysts cover 75

companies in the bank, thrift, real-estate investment

trust and specialty finance sectors. In addition, the

department provides economic and industry specific

research on areas of the U.S. and sectors where the

analysts have coverage.

Fixed

Income

&

Sales

and

Trading:

Specializes

in

the distribution and trading of structured credit

products. Additionally, this group plays a role in the

origination  and syndication of our structured finance

transactions.