                                                                                  ACCEPTED
                                                                              05-15-00369-CV
                                                                   FIFTH COURT OF APPEALS
                                                                              DALLAS, TEXAS
                                                                          9/8/2015 6:10:20 PM
                                                                                   LISA MATZ
                                                                                       CLERK

             FIFTH DISTRICT COURT OF APPEALS
                      DALLAS, TEXAS
             __________________________________              FILED IN
                                                      5th COURT OF APPEALS
                                                          DALLAS, TEXAS
                        No. 05-15-00369-CV            9/8/2015 6:10:20 PM
                ______________________________              LISA MATZ
                                                              Clerk
MORGAN KEEGAN & CO., INC. MORGAN ASSET MANAGEMENT INC.,
                    Appellants/Cross-Appellees,

                                 VS.

PURDUE AVENUE INVESTORS LP, MARY ANN HOWARD AND DANA
      HOWARD, AS TRUSTEE OF THE MOLLY A HOWARD TRUST,
                    Appellees/Cross-Appellants.

              __________________________________

       APPEAL FROM THE 101ST JUDICIAL DISTRICT COURT
                  DALLAS COUNTY, TEXAS
                     Cause No. DC-09-14448
             ___________________________________

        APPENDIX SUPPORTING BRIEF FOR APPELLEES
                   PART ONE OF THREE
            ____________________________________

                                    Braden W. Sparks
                                    S.B.N. 18874500
                                    8333 Douglas Avenue, Ste. 1000
ORAL ARGUMENT REQUESTED             Dallas, TX 75225
                                    214.750.3372 – Tel.
                                    214.696-5971 -- Fax
                                    brady@sparkslaw.com

                                    Attorney for Appellees




                          Page 1 of 181
Tab    Title of Document                                         Date


  1    Plaintiffs’ First Amended Petition (excerpts) (CR 3288-
       3307)
  2    Overstated ABS – Understated MBS Chart (CR 4397-
       4400)
  3    Email dated July 23, 2014 from Peter Fruin to Brady
       Sparks regarding underlying prospectus (CR 4454)
  4    Defendants Request for Amended and Additional
       Findings of Facts and Conclusions of Law (excerpts)
       (CR 8378, 8381-8382)
  5    Affidavit of Peter Fruin dated January 21, 2015 (CR
       8446-8447)
  6    2005 Annual Report (excerpts) (Jt. 13)
  7    Strategic Underwriting Agreement (excerpts) (Jt. 20)
  8    Strategic Administration Agreement (excerpts) (Jt. 22)
  9    Strategic Additional Compensation Agreement (Jt. 21)
  10   Advantage Underwriting Agreement (excerpts) (Jt. 23)
  11   Advantage Additional Compensation Agreement (Jt. 24)
  12   Advantage Administration Agreement (excerpts) (Jt. 25)
  13   Regions Morgan Keegan: The Abuse of Structured
       Finance, Craig McCann, PhD, CFA (excerpts) (Jt. 43)
  14   Ace Securities Corp. Home Equity Loan Trust, Series
       2004-HE3 (excerpts) (Jt. 45)
  15   Corrected Order Making Findings And Imposing
       Remedial Sanctions And A Cease-And-Desist Order
       Pursuant To Section 15(B) Of The Securities Exchange
       Act Of 1934, Sections 203(E), 203(F) And 203(K) Of
       The Investment Advisers Act Of 1940, And Sections
       9(B) And 9(F) Of The Investment Company Act Of
       1940, And Imposing Suspension Pursuant To Section 4c
       Of The Securities Exchange Act Of 1934 And Rule
       102(E)(1)(Iii) Of The Commission’s Rules Of Practice
       (excerpts) (Pl. 12)
  16   Joint Notice of Intention to Revoke (excerpts) (Pl. 17)
  17   MBS Listed as ABS – 2005 Annual Report for RSF and
       RMA (Pl. 23)




                               Page 22of 181
18   Expert Report of Craig McCann, Phd, CFA, (excerpts)
     (Pl. 25)
19   Curriculum Vitae of Craig McCann, PhD, CFA (Pl. 25a)
20   Powerpoint Presentation of Craig McCann (Pl. 26)
21   Organizational Chart (excerpts) (Pl. 54)
22   Damage Analysis of Craig McCann, (excerpts) (Pl. 106)
23   Trial Transcript, Vol. 5 (excerpts)
24   Trial Transcript, Vol. 6 (excerpts)
25   Trial Transcript, Vol. 7 (excerpts)
26   1001 McKinney Ltd. v. Credit Suisse First Boston Mortg.
     Capital, 192 S.W.3d 20, 28 (Tex. App.—Houston [14th
     Dist.] 2005, pet. denied).
27   Aguilar v. Anderson, 855 S.W.2d 799, 801 (Tex.App.--El
     Paso 1993, writ denied).
28   Beech Aircraft Corp. v. Rainey, 488 U.S. 153, 109 S.Ct.
     439, 448, 102 L.Ed.2d 445 (1988)
29   Brown v. Am. Transfer & Storage Co., 601 S.W.2d 931,
     936 (Tex. 1980), cert. denied, 449 U.S. 1015 (1980)).
30   Burrow v. Arce, 997 S.W.3d 229 (Tex. 1999)
31   Chapa v. Wells Fargo Brokerage Servs., LLC, 315
     S.W.3d 109, 119 (Tex. App.-Houston [1st Dist.] 2010)
32   Childs v. Haussecker, 974 S.W.2d 31, 44 (Tex. 1998));
33   City of Brownsville v. Alvarado, 897 S.W.3d 750 (Tex.
     1995)
34   City of Keller v. Wilson, 168 S.W.3d 802, 827 (Tex. 2005).
35   Darocy v. Abildtrup, 345 S.W.3d 129, 137 (Tex. App.-
     Dallas 2011, no pet.).
36   Davis v. Jordan, 305 S.W.3d 895 (Tex. App.—Amarillo,
     2010, pet. denied)

37   Dow Chemical Co. v. Francis, 46 S.W.3d 237, 240 (Tex.
     2001).
38   Downer v. Aquamarine Operators, Inc., 701 S.W.2d 238,
     241-42 (Tex.1985).
39   Duperier v. Tx. State Bank, 28 S.W.3d 740, 745 (Tex.
     App. – Corpus Christi 2000, pet. dism’d by agr.).
40   Edgar v. K.L., 93 F.3d 256, 258-59 (7th Cir. 1996).




                              Page 33of 181
41   ERI Consulting Eng’rs, Inc. v. Swinnea, 318 S.W.3d 867
     (Tex. 2012)

42   FDIC v. Lenk, 361 S.W.3d 602, 604 (Tex. 2012).
43   Formosa Plastics Corp. USA v. Presidio Eng’rs &
     Contractors, Inc., 960 S.W.2d 41, 48 (Tex. 1998).
44   Frank v. Bear, Stearns & Co., 11 S.W.3d 380, 384 (Tex.
     App.-Houston [14th Dist.] 2000, pet. denied)
45   Galvan v. Downey, 933 S.W.2d 316, 321 (Tex. App.-
     Houston [14th Dist.] 1996, writ denied)
46   Gee v. Liberty Mutual Fire Ins. Co., 765 S.W.2d 394,
     396 (Tex. 1989)
47   Gould v. American-Hawaiian S.S. Co., 535 F.2d 761, 780
     (3d Cir. 1976).
48   Greil v. Geico, 184 F. Supp. 2d 541, 544-45 (N.D. Tex.
     2002
49   Highland Capital Mgmt., L.P. v. Ryder Scott Co., 402
     S.W.3d 719, 743 (Tex. App.-Houston 2012, no pet.).
50   In re Blech Secs. Litig., No. 94 Civ. 7696, 2003 U.S. Dist.
     LEXIS 559, at *29 (S.D.N.Y. Mar. 26, 2003).
51   In re Enron Corp. Sec., Derivative & ""ERISA'' Litig., 490
     F. Supp. 2d 784 (S.D. Tex. 2007)

52   In re Merrill Lynch & Co., Inc. Research Report Secs.
     Litig., 218 F.R.D. 76 (S.D.N.Y. 2003)

53   In re Tenet Healthcare Corp. Secs. Litig., No. 02-8426,
     2007 U.S. Dist. LEXIS 97821, at *9 (C.D. Cal. Dec. 5,
     2007)
54   Intec Sys., Inc. v. Lowrey, 230 S.W.3d 913 (Tex. App.—
     Dallas 2007, no pet.)

55   Kniatt v. State, 239 S.W.3d 910, 920 (Tex. App.-Waco
     2007);
56   Koral Industries, Inc. v. Security-Connecticut Life Ins.
     Co., 788 S.W.3d 136, 142 (Tex. App. – Dallas (holding
     failure to exercise due diligence is not a defense to fraud),
     writ denied, 802 S.W.2d 650 (Tex. 1990) (per curiam).
57   Lewis Constr., Inc. v. Harrison, 70 S.W.3d 778, 782 (Tex.
     2001).



                                Page 44of 181
58   Lipsky v. Commonwealth United Corp., 551 F.2d 887 (2d
     Cir. 1976)

59   Lozano v. State, 359 S.W.3d 790 (Tex. App.—Fort Worth
     2012, pet. ref’d)

60   McCullough v. Scarbrough, Medlin & Associates, Inc.,
     435 S.W.3d 871 (Tex. App. – Dallas 2014, pet. denied)

61   McGuire v. Commercial Union Ins. Co. of New York,
     431 S.W.2d 347, 352 (Tex. 1968)
62   Nairn v. Killeen Indep. Sch. Dist., 366 S.W.3d 229, 250
     (Tex. App.-El Paso 2012, no pet.)
63   New Jersey Turnpike Authority v. PPG Indus., Inc., 197
     F.3d 96 (3rd Cir. 1999)

64   Option Resource Group v. Chambers Development Co.,
     Inc., 967 F. Supp. 846 (W.D. Pa. 1996)

65   Ortiz v. Jones, 917 S.W.2d 770, 772 (Tex.1996).
66   Pagare v. Pagare, 344 S.W.3d 575, 582 (Tex. App.-
     Dallas 2011)
67   Rubinstein v. Collins, 20 F.3d 160, 167-68 (5th Cir.
     1994)).
68   Santiagos v. Novastar Mortg., Inc., 443 S.W.3d 462, 472
     (Tex. App. -- Dallas 2014).
69   SEC v. Pentagon Capital Mgmt. PLC, 722 F.Supp.2d 440
     (S.D.N.Y. 2010)

70   Service Corp. Intern. v. Guerra, 348 S.W.3d 221, 235
     (Tex. 2011).
71   Sommers v. Concepcion, 20 S.W.3d 27, 43 (Tex. App.-
     Houston [14th Dist.] 2000);
72   Spoljaric v. Percival Tours, 708 S.W.2d 432, 434 (Tex.
     1986)

73   Sterling Trust Co. v. Adderley, 168 S.W.3d 835, 839
     (Tex. 2005) (
74   Summers v. WellTech, Inc., 935 S.W.3d 228, 234 (Tex.
     App. – Houston [1st Dist.] 1996, no writ)




                             Page 55of 181
75   Tex. R. Evid. 803

76   Texas Dept. of Pub. Safety v. Kaspar, 369 S.W.3d 172
       (Tex. 2012)
77   Texas Dept. of Pub. Safety v. Todd, 05-13-01198-CV,
       2014 WL 2628139 (Tex. App.—Dallas June 12, 2014,
       no pet.)
78   Texas Dept. of Public Safety v. Caruana 363 S.W.3d 558,
     559 (Tex. 2012). .

79   Texas Dept. of Transp. v. Able, 35 S.W.3d 608 (Tex.
       2000)
80   Texas Securities Act, art. 581-33, TEX. REV. STAT. ANN.

81   Venegas v. State, 2015 BL 19080 (Tex. App.-Dallas Jan.
     27, 2015)

82   WordPerfect Corp. v. Financial Services Marketing
     Corp., 85 F.3d. 619 (1996) (unpublished opinion), 1996
     WL 254830 (5th Cir. 1996

83   Yeldell v. Goren, 80 S.W.3d 634, 637 (Tex. App.-Dallas
     2002, no pet.)




                                Respectfully submitted,


                                BRADEN W. SPARKS, P.C.


                                /s/ Braden W. Sparks
                                Braden W. Sparks
                                S.B.N 18874500

                                8333 Douglas Avenue
                                Suite 1000
                                Dallas, TX 75225


                             Page 66of 181
  (214)750-3372
  (214) 696-5971 Facsimile
  brady@sparkslaw.com

  SHEPHERD, SMITH, EDWARDS & KANTAS,
  L.L.P.

  /s/ Samuel B. Edwards
  Samuel B. Edwards
  Texas Bar No. 24031634
  California Bar No. 237500
  Michigan Bar No. P72583

  1010 Lamar, Suite 900
  Houston, TX 77002
  (713) 227-2400
  (713) 227-7215 Facsimile
  sedwards@sseklaw.com

  Attorneys for Appellees




Page 77of 181
                             Certificate of Service

      I certify that a true and correct copy of the foregoing has been served on
counsel for the parties to this appeal on this the 8th day of September, 2015.

  Kenneth C Johnston
  Kane Russell Coleman & Logan PC
  1601 Elm Street, Ste 3700
  Dallas, TX 75201
  214-777-4200                                         Via eservice, email
  214-777-4299 (fax)                                   and/or facsimile
  kjohnston@krcl.com

  Attorney for Cross-Appellee Morgan
  Keegan & Co., Inc.

  Peter S. Fruin
  Maynard Cooper & Gale, PC
  1901 Sixth Avenue North
  2400 Regions Harbert Plaza
  Birmingham, AL 35203
  205-254-1068                                         Via eservice, email
  205-254-1999 (fax)                                   and/or facsimile
  pfruin@maynardcooper.com

  Attorney for Cross-Appellee Morgan
  Asset Management Inc.




                                    /s/ Braden W. Sparks___________
                                    Braden W. Sparks




                                  Page 88of 181
TAB 1



 Page 9 of 181
                                                                                                                 FILED
                                                                                                     DALLAS COUNTY
                                                                                                  6/16/20144:48:16 PM
                                                                                                  GARY FITZSIMMONS
                                                                                                       DISTRICT CLERK




                                      CAUSE NO. DC-09-14448

PURDUE AVENUE INVESTORS LP,                            §      IN THE DISTRICT COURT
MARY ANN HOWARD, AND DANA                              §
HOWARD, AS TRUSTEE OF THE                              §
MOLLY A.HOWARDTRUST,                                   §
    PLAINTIFFS,                                        §
                                                       §
VS.                                                    §      DALLAS COUNTY, TEXAS
                                                       §
MORGAN KEEGAN & CO.,                                   §
INC., MORGAN ASSET MANAGEMENT,                         §
INC., JAMES C. KELSOE, JR. AND                         §
THOMAS ORR.                                            §
       DEFENDANTS.                                     §    lOlST JUDICIAL DISTRICT



                   PLAINTIFFS' FIRST AMENDED ORIGINAL PETITION


TO THE HONORABLE JUDGE OF SAID COURT:

       COME NOW Plaintiffs, Purdue Avenue Investors, L.P., Mary Ann Howard, and Dana

Howard, Trustee of the Molly A. Howard Trust (collectively, "Plaintiffs"), and file this, their First

Amended Original Petition, and in support, would show the Court as follows:

                                                 I.
                                DISCOVERY CONTROL PLAN

1.     Plaintiffs intend to conduct discovery under Level 3 of the Texas Rules of Civil Procedure

190.4 because this is a relatively document-intensive case.

                                                 II.

                                    NATURE OF THE CASE

2.     This is an action by family members and family-owned entities - a husband's and wife's

family limited partnership, their daughter'S educational trust, and the estate of the husband's




                                                                                                 3288

                                          Page 10 of 181                       TAB 1, p.1 of 14
Defendants will surely now claim, but rather, because of the funds' concentrated holdings of low-

priority tranches in risky structured finance deals, backed by uncertain assets, which were acquired

by the funds without full disclosure to investors.

13.    Defendants knew or should have known of the truth, yet they omitted, concealed, failed to

disclose and/or misrepresented many material facts regarding the funds, including: 1) the nature

of the risk being assumed by an investment in the funds; 2) the illiquidity of the securities in which

the funds were invested; 3) that the funds were so over-invested in the securities at issue that they

were devalued, over-priced or could not be accurately priced or "fair valued"; 4) that the funds

were not sufficiently or properly subjected to "fair value" procedures; 5) the extent to which the

values of such securities, and consequently, the Net Asset Values ("NAVs") of the funds were

based on erroneous estimates, as well as failing to disclose the uncertainties and illogical

assumptions inherent in such estimates; 6) the unrevealed and inappropriately high concentrations

of investments in the mortgage industry, and in derivatives and other structured securities related

thereto, which amplified the risks even further; 7) that the six funds sold to investors had the same

overlapping, underlying investments, thereby further increasing risk, rendering "fair valuation"

difficult or impossible, and reducing or eliminating true diversification between funds; and 8) as

time went on, that the funds began using principal rather than interest to pay dividends,

exacerbating the funds' losses while keeping investors in the dark.

14.    Morgan Keegan failed to disclose to the Plaintiffs and other investors the funds' high

allocations of collateralized bond obligations ("CBOs"), collateralized loan obligations ("CLOs"),

and collateralized mortgage obligations ("CMOs"), collectively called collateralized debt

obligations ("CD Os"), and other Asset Backed Securities. The CDOs lost substantial value when

the sub-prime market collapsed. This event caused the value ofthe Morgan Keegan bond funds to




                                                                                                  3292

                                          Page 11 of 181                        TAB 1, p.2 of 14
plummet, resulting in significant losses for anyone who held interests in these funds, including

Plaintiffs. Further, more losses were revealed when MAM sold the RMK Funds to Hyperion in

July 2008. Upon taking over day-to-day management and pricing, a large percentage of the bonds

were written down to zero in market value by Hyperion, underscoring the ongoing over-valuation

and false representations made to investors by the Defendants prior to the sale.

15.    Investors have lost over $2 billion in the six proprietary RMK bond funds (four closed-end

and two open-end funds) (collectively herein, the "RMK Funds") during the last few years. The

four closed-end funds began with a cumulative value of $1.6 billion in net assets as of December

21, 2006. Morgan Keegan was lead underwriter for these funds and was responsible to the

investing public, including the Plaintiffs, for full disclosure of all material risks. Together, the

closed-end funds lost $1 billion in market value in 2007 and more in 2008. Plaintiffs invested in

two of the closed-end funds - the RMK Advantage Income Fund ("RMA") and the RMK Strategic

Income Fund ("RSF"). RMA lost over $281 million and RSF lost almost $377 million in market

value in 2007, more in 2008. Virtually all of the losses were in the funds' holdings of low-priority

asset-backed securities and resulted from risks not adequately disclosed to investors. The

continuation of losses throughout 2008 resulted in even larger losses, a change in fund managers

and in the value of each of the funds falling below $1 per share in NAV.

16.    As their value fell, Defendants attempted to claim that the losses were from a "flight to

quality" or a "mortgage meltdown" in the industry. These assertions were material and false. A

comparison between the values of the RMK Funds with the RMK Funds' claimed benchmarks

shows that RMK's closed-end funds' precipitous losses in value, including RMA and RSF, were

clearly not the result of a collapse in the high yield bond market or a "mortgage meltdown."

17.    The RMK Funds, including RMA and RSF, were represented and sold as high-yield bond




                                                                                                3293

                                          Page 12 of 181                       TAB 1, p.3 of 14
addition to being understated, the asset-backed securities held by the funds were subordinated for

almost all securities held. RMK misrepresented preferred shares and CDOs as preferred stock. For

example, in the case of Webster CDO I Preferred Shares, and as corporate bonds in the case of

Eirles Two Ltd. 263. Defendants also misclassified others, five of which were reclassified as

below-investment-grade on March 31,2008. The undisclosed risks to Plaintiffs and other investors

included the funds' purchases of illiquid, low-priority preference shares, purchase of all or almost

all oflower-Ievel tranches, purchases of notes with face values far in excess of market value, and

acquisition of highly leveraged investments in other highly leveraged investments subordinated to

other indebtedness.

23.    The RMK Funds' prospectuses contained other material misrepresentations, including a

comparison of the RMK Funds' performance to the Lehman Ba index, an index that is not a valid

benchmark because it contains only corporate bonds, and none of the structured finance securities

that were the Funds' primary holdings. These materials also failed to disclose that at least 47.3%

to 59.4% of the RMK Funds' portfolios' holdings were asset-backed or other structured finance

based on the Funds' annual reports; that almost all of these holdings were at or near the bottom of

the investment's capital structure; failed to reflect the true NAV of portfolio holdings; failed to

disclose the misleading nature of the prospectuses' diversification claims; failed to disclose that

the funds were leveraged up many times over by complex capital structures; and failed to disclose

that the funds were actually exposing investors to ten or more times the credit risk of the

underlying, already risky debt, in exchange for only 1% or 2% higher returns than a diversified,

transparent high-yield bond portfolio would have earned.

24.    Defendants made false material representations of fact to Plaintiffs, investors and the U.S.

Securities & Exchange Commission ("SEC") by telling them that it did "in-depth evaluations" of




                                                                                                3295

                                          Page 13 of 181                       TAB 1, p.4 of 14
false emphasis on the credit markets, widening spreads, economic uncertainty, the deteriorating

housing market, high energy prices, investor uncertainty, downgrades, uncertainty in the real estate

market in general, illiquidity and value perceptions. These claims merely masked the primary

reasons for the RMK Funds’ deterioration.

30.    In a January 24, 2008 release to shareholders, Kelsoe was still advising investors that

outside forces were to blame, and he took no responsibility for the poor choices that he and the

other Defendants made in creating, selecting investments for, marketing and administering the

RMK Funds.

31.    The intended effect of these and other of Kelsoe’s statements after losses were incurred in

the funds was to give Plaintiffs false assurances, i.e., to provide them with false hope and reason

to believe that the RMK Funds’ investments were likely to rebound along with other corporate

bonds as the market rebounded.

                                               VII.

                     PLAINTIFFS’ INVESTMENTS IN RMA AND RSF

32.    Based on the aforementioned misrepresentations and omissions made by the Defendants,

Plaintiffs invested approximately $120,552 in RMA and $2,464,854 in RSF from April 2004

through August 2005, as follows:

                     Shares               Purchase Date       Unit Cost           Cost Basis

 Purchased by Purdue Avenue Investors LLP:
 RMA              4500             01/20/05                   15.926              71,668
 RSF              60,000           07/08/05                   16.453              987,150
                  20,000           07/27/05                   16.298              325,950
                  30,000           07/27/05                   16.295              488.841
                  10,000           08/02/05                   16.415              164,150
                  15,000           08/02/05                   16.42               246,300
 Total                                                                            $2,284,059




                                          Page 14 of 181                      TAB 1, p.5 of 
                                                                                             14
 Purchased by Mary Ann Howard
 RSF             6,400                    04123/04            14.8820              95,245
                 7,000                    07/29/04            15.422               107,954
 Total                                                                             $203,199


 Purchased by Molly A. Howard Trust
 RMA              3,000           07/06105                    16.295               48,884
 RSF              3,000           07/06105                    16.442               49,264
 Total                                                                             $98,148

As a result of the actions referred to hereinabove, Plaintiffs have incurred cumulative realized

losses of$2,423,481, including $2,142,110 (Purdue), $91,433 (Molly's Trust) and $198,938 (Mary

Ann's Estate).

                                               VIII.

                        MISREPRESENTATIONS AND OMISSIONS

33.    In connection with these inappropriate and unsuitable actions, Morgan Keegan used sales

and marketing materials including prospectuses and updates that were misleading, marketed the

funds with inadequate and misleading risk disclosures, was complicit in manipulating the pricing

and return data of the funds, made claims of stable NAV values that were misleading, and marketed

the funds using exaggerated credit rating averages. Morgan Keegan, MAM, Kelsoe and others

made numerous misrepresentations and omissions of material facts necessary in order to make the

statements that were made, in light of the circumstances under which they were made, not

misleading. Such statements or omissions were made to the Plaintiffs andlor their agents and

included, but were not limited to, the following:

       a) Failure to disclose the true risks and speculative natures of the securities sold to them
       in the RMK Funds;

       b) Investing at least 47.3% to 59.4% ofRMK Funds' assets in the "same industry" CABS)
       in direct violation of the prospectuses' Investment Limitation clause which stated that no
       more than 25% of the Funds' assets would be invested in "companies whose principal
       business activities are in the same industry"



                                                                                                 3299

                                          Page 15 of 181                       TAB 1, p.6 of 14
c) Failure to disclose that the RMK Funds' manager would not be properly supervised;

d) Failure to disclose that the RMK Funds contained a substantial amount of over-lapping
and duplicative collateral;

e) Failure to disclose the extent ofleverage involved in the RMK Funds;

f) Failure to fully and properly disclose the full extent of fees, commissions and profits
being realized by Defendants in the sale of the proprietary bond funds and in the sale of
the RMK Funds sold to the Plaintiffs;

g) Failure to disclose in its SEC filings the risks to which it was exposing investors by
investing the majority of its bond funds' portfolios in subordinated tranches of asset-
backed securities;

h) Misrepresenting hundreds of millions of dollars of asset-backed securities as corporate
bonds and preferred stocks in its SEC filings, thereby making the funds seem less risky;

i) Using the same method, making the funds seem more diversified than they really were;

j) Misleading investors in its SEC filings and marketing materials by comparing its funds
to the Lehman Brothers Ba Index, which contains only corporate bonds and no asset-
backed securities;

k) Claiming that the funds were "diversified;"

I) Failing to disclose the illiquid nature of many of its investments;

m) Failing to disclose that the funds were not sufficiently subjected to fair value
procedures;

n) Failing to disclose that the NAV values of the securities were based on inaccurate
estimates or estimates with undisclosed uncertainties, resulting in faulty or unreliable
NAVs;

0) Failing to reveal the high concentration of investments in the mortgage industry and in
derivatives and other structured securities related thereto;

p) Failing to disclose the impact of the six funds' investments in the same overlapping
underlying investments, thereby reducing or eliminating diversification;

q) Blaming the loss in value of the funds on a "market meltdown," a "mortgage
meltdown" or a "flight to quality," or other market factors, in order to induce investors
not to sell, or to purchase more shares as values plummeted;

r) Failing to use reasonable estimates of market prices in calculations of value;




                                                                                            3300

                                   Page 16 of 181                        TAB 1, p.7 of 14
       s) Mischaracterizing the funds as corporate bond funds, and misrepresenting the amount
       of structured finance securities held in the funds by comparing them to such funds;

       t) Failing to disclose the impact of the funds' purchase of all or most of subordinated
       tranches in various already risky investments; and

       u) Failing to disclose that the funds were using principal to pay interest, thereby falsely
       inducing investors into believing they were getting a higher rate of return; and

       v) Misrepresenting and misreporting to the SEC the impact of structured debt obligations,
       low-priority tranches, risk calculations, and their effect in causing redistribution of credit
       risks.

34.    Defendants also violated NASD Rule 2310 (Suitability Considerations), NASD Notice to

Members 93-73 (Members' Obligations to Customers When Selling Collateralized Mortgage

Obligations), NASD Notice to Members 04-30 (reminder from NASD of sales practice obligations

related to sale of bonds and bond funds), FINRA Notice to Members 08-81 (reminder from FINRA

as to sales practice obligations in a high yield environment), NASD Rule 2210 (Communications

with the Public), NASD 1M 2310-2 (Fair Dealing with Customers), and ignored the obvious import

ofNASD Investor Literacy Research which advised members that 71 % of investors understood

the concept of a bond, only about half (51 %) knew the definition of a "junk bond," and only 40%

understood the relationship between bond prices and interest rates. Defendants also ignored

NASD Rule 3010 (supervisory duties) and NASD NTM 04-30 (supervisory duties related to the

sale of bonds and bond funds).

                                                IX.

                                             CLAIMS

                                          COUNT ONE

          (Violations of Texas Securities Act; Aiding and Abetting; Control Persons)

35.    Plaintiffs re-allege all preceding paragraphs herein.

36.    The Defendants' offer and sale of the RMK Funds constitutes the offer and sale of a




                                                                                                 3301

                                          Page 17 of 181                        TAB 1, p.8 of 14
security under the Texas Securities Act (the "State Act"). Defendants' statements, as set forth

above, constitute untrue statements of material facts and omissions of material facts necessary in

order to make the statements that were made, in light of the circumstances under which they were

made, not misleading. These statements and omissions included the prospectuses, statements of

additional understanding, public statements of the Defendants, including Kelsoe and others, and

marketing materials and other materials submitted to the Plaintiffs which contain or were based

upon further untrue statements of material facts, and which omit to state material facts necessary

in order to make the statements that were made, in light of the circumstances under which they

were made, not misleading.

37.     The Defendants controlled, conspired with and aided and abetted one another in connection

with the misrepresentations made by them.

38.     Defendants are jointly and severally liable to Plaintiffs under the Texas Securities Act

("TSA"), art. 581-33, TEx. REv. STAT. ANN. Plaintiffs are entitled to recover the consideration

paid by them, plus interest. Alternatively, Plaintiffs are entitled to damages, interest, and attorneys'

fees.

                                           COUNT TWO

                                    (Aider and Abettor Liability)

39.     Plaintiffs re-allege all preceding paragraphs herein.

40.     Defendants are persons who "materially aidEed] a seller, buyer, or issuer of a security"

having acted "with intent to deceive or defraud or with reckless disregard for the truth or the law."

TEX. REV.    elv. STAT. art. 581-33F(2) (Vernon Supp.2004-2005). Each rendered assistance in
the face of a perceived risk that his or its assistance would facilitate untruthful or unlawful activity

by the primary violator(s) and each possessed a general awareness that his role was part of an




                                                                                                    3302

                                           Page 18 of 181                         TAB 1, p.9 of 14
overall activity that is improper. Although neither had direct contact with the Plaintiffs, "the TSA

does not require the aider to have had direct dealing with the defrauded party; indeed, a person

who 'materially aids the seller' may have had no contact at all with investors." Sterling Trust Co.

v. Adderly, 168 S.W.3d 835,843 (Tex. 2005), citing TEX. REv. STAT. ANN. art. 581-33F(2). As a

result, Defendants are jointly and severally liable for the offer, sale and delivery of the securities

in issue and the losses that ensued.

41.     Defendants are jointly and severally liable to Plaintiffs under the Texas Securities Act

("TSA"), art. 581-33, TEX. REv. STAT. ANN. Plaintiffs are entitled to recover the consideration

paid by them, plus interest. Alternatively, Plaintiffs are entitled to damages, interest, and attorneys'

fees.

                                          COUNT THREE

                                       (Control Person Liability)

42.     Defendants are liable as control persons. Under art. 581-33F(1) of the TSA, "[a] person

who directly or indirectly controls a seller, buyer, or issuer of a security is liable under Section

33A, 33B, or 33C jointly and severally with the seller, buyer, or issuer, and to the same extent as

if he were the seller, buyer, or issuer, unless the controlling person sustains the burden of proof

that he did not know, and in the exercise of reasonable care could not have known, of the existence

of the facts by reason of which the liability is alleged to exist."

43.     Under the TSA, control "is used in the same broad sense as in federal securities law" and

means "the possession, direct or indirect, of the power to direct or cause the direction of the

management or policies of a person, whether through the ownership of voting securities, by

contract, or otherwise." Tex. Rev. Civ. Stat. Ann. art. 581-33F cmt.; Barnes v. SWS Financial

Services, 97 S.W.3d 759, 763 (Tex.App.-Dallas 2003). The rationale for control person liability




                                                                                                    3303

                                            Page 19 of 181                      TAB 1, p.10 of 14
is that “a control person is in a position to prevent the violation and may be able to compensate the

injured investor when the primary violator (e.g. a corporate issuer which has gone bankrupt) is

not." Summers v. WellTech, Inc., 935 S.W.2d 228, 231 (Tex.App. —Houston [1 Dist.] 1996)

(quoting commentary to art. 581-33F); Texas Capital Securities Management, Inc. v. Sandefer, 80

S.W.3d 260, 268 (Tex.App. —Texarkana 2002). ). Defendants had the possession, direct or

indirect, of the power to direct or cause the direction of the management or policies of the sellers

and issuer of the securities, whether through the ownership of voting securities, by contract, or

otherwise.

44.     Defendants are jointly and severally liable to Plaintiffs under the Texas Securities Act

(“TSA”), art. 581-33, TEX. REV. STAT. ANN. Plaintiffs are entitled to recover the consideration

paid by them, plus interest. Alternatively, Plaintiffs are entitled to damages, interest, and attorneys’

fees.

                                           COUNT FOUR

                                        (Common Law Fraud)

45.     Plaintiffs re-allege all preceding paragraphs herein.

46.     Defendants misrepresented material facts or failed to disclose material facts or conspired

with persons misrepresenting material facts in order to cause the Plaintiffs purchase the RMA and

RSF bond funds. Plaintiffs relied upon Defendants’ representations to their detriment and were

damaged thereby. Plaintiffs are entitled to recover from Defendants the consideration paid by

them, plus interest. Alternatively, Plaintiffs are entitled to damages.

47.     The Defendants controlled, conspired with and aided and abetted one another in

connection with the misrepresentations made by them.

Defendants’ conduct is of the type that should be punished by an award of exemplary damages to




                                            Page 20 of 181                     TAB 1, p.11 of 3304
                                                                                               14
Plaintiffs.

48.        Defendants are jointly and severally liable.

                                                    x.
                                                PRAYER

           WHEREFORE, Plaintiffs pray that Defendants be cited to appear and answer, and, upon

the trial hereof, that Plaintiffs have and recover from each of the Defendants, jointly and severally,

each of the following:

      1.      Actual consequential damages;
      2.      Exemplary damages;
      3.      Attorney's fees;
      4.      Costs of court; and
      5.      General relief.



                                                 Respectfully submitted,

                                                 SPARKS MACLEOD, PLLC



                                                 /s/ Braden W Sparks
                                                 Braden W. Sparks
                                                 S.B.N 18874500
                                                 8333 Douglas Avenue
                                                 Suite 1000
                                                 Dallas, TX 75225
                                                 (214)750-3372
                                                 (214) 696-5971 Facsimile
                                                 brady@sparkslaw.com


                                                 SHEPHERD, SMITH, EDWARDS & JUNTAS, L.L.P.

                                                 /s/ Samuel B. Edwards
                                                 Samuel B. Edwards
                                                 Texas Bar No. 24031634
                                                 California Bar No. 237500
                                                 Michigan Bar No. P72583




                                                                                                  3305

                                             Page 21 of 181                    TAB 1, p.12 of 14
                                         101O Lamar, Suite 900
                                         Houston, TX 77002
                                         (713) 227-2400
                                         (713) 227-7215 Facsimile
                                         sedwards@sseklaw.com

                                         THE FRANKOWSKI FIRM



                                         Richard S. Frankowski
                                         S.B.N. ASB-1734H70F
                                         231 22nd Street South
                                         Suite 203
                                         Birmingham, AL 35233
                                         (205) 533-1968
                                         (205) 390-1001 Facsimile
                                         Richard@frankowskifirm.com



                                 ATTORNEYS FOR PLAINTIFFS



                                 CERTIFICATE OF SERVICE


    I hereby certify that on the 16th day of June, 2014, I served a copy of this document upon
the individuals listed below as indicated.


Kenneth C Johnston
Kane Russell Coleman & Logan PC
1601 Elm Street, Ste 3700
Dallas, TX 75201
214-777-4200
214-777-4299 (fax)
kjohnston@krcl.com                                              Via ECF System, email
                                                                and/or facsimile
Attorney for Morgan Keegan & Company
Inc and Thomas Orr




                                                                                          3306

                                     Page 22 of 181                    TAB 1, p.13 of 14
Peter S. Fruin
Maynard Cooper & Gale, PC
1901 Sixth Avenue North
2400 Regions Harbert Plaza
Birmingham, AL 35203
                                                   Via ECF System, email
205-254-1068
                                                   and/or facsimile
205-254-1999 (fax)
pfruin@maynardcooper.com

Attorney for Morgan Asset Management
Inc. and James C. Kelsoe, Jr.



                        /s/ Braden W. Sparks
                        Braden W. Sparks




                                                                           3307

                                  Page 23 of 181         TAB 1, p.14 of 14
TAB 2



 Page 24 of 181
                                      OVERSTATED ASS-UNDERSTATED
                                                 ABS-UNDERSTATED MBS

2005 RMK Advantage Income Fund, Inc.

##of
  of Assets          Category1
               Asset Categoryl            Asset         Claimed ABS              Actual ABS    Claimed MBS        Actual MBS
                                          Percentage
2              Commercial Loans           7.7%
4              Home Equity Loans (Non-    4.9%
               High Loan to Value)
7              Manufactured Housing       7.3%
               Loans                                       70.8%                   35.4%           1.9%              37.3%
14             Home Equity Loans (Non-    14.5%
               High Loan to Value)
1              Manufactured Housing       1.0%
               Loans
28                                        35.4%


2005 RMK Strategic Income Fund, Inc.

##of
  of Assets    Asset Category             Asset         Claimed ABS              Actual ABS    Claimed MBS        Actual MBS
                                          Percentage
11             Home Equity Loans (Non-    9.2%
               High Loan to Value
1              Manufactured Housing       1.3%
               Loans
13             Commercial Loans           14.9%
                                                           87.3%                    34.9%          3.3%              55.7%
20             Home Equity Loans          15.4%
18             Manufactured Housing       11.6%
               Loans
63                                        52.4%
                                                                                                                                 !




1
1   In each chart in the Asset Category column please note these assets are claimed as ABS but in actuality they are MBS.

                                                              Page 23l of 1693

                                                                                                                 EXHIBIT 18.
                                                                                                                         18, page 1
                                                                                                                       Tab 2, p. 1 of 4
                                                              Page 25 of 181                                                          4397
                                                     ABS-UNDERSTATED MBS
                                          OVERSTATED ASS-UNDERSTATED



    2006 RMK Advantage Income Fund, Inc.
    # of Assets
    #of           Asset Category              Asset        Claimed ABS            Actual ABS   Claimed MBS    Actual MBS
                                              Percentage                                                                     I

    6                          Loans (Non-
                  Home Equity loans           4.6%
                       Loan to Value}
                  High loan    Value)
    1             Manufactured Housing        0.4%
    17                                ~Non-
                               Loans {Non-
                  Home Equity loans           12.2%
                       Loan to Value
                  High loan                                  64.4%                  46.4%         3.3%          49.7%
    5             Manufactured Housing        0.5%
                  Loans
                  loans
    29                                        17.7%


    2006 RMK Strategic Income Fund, Inc.
    # of Assets
    #of           Asset Category              Asset        Claimed ABS            Actual ABS   Claimed MBS   Actual MBS
                                              Percentage
    9             Home Equity Loans
                               loans (Non-    4.6%
                  High loan
                       Loan to Value)
                               Value}
    1             Manufactured Housing        0.5%
                  Loans
                  loans
    3             Commercial Loans
                              loans           1.2%
                                                             55.1%                   36.1%       20.8%          56.9%
    17            Home Equity Loans
                               loans (Non-    9.6%
                  High Loan
                       loan to Value)
                               Value}
    9             Manufactured Housing        3.3%
                  Loans
                  loans
    39                                        19.2%
-




                                                                Page 2~ of 1693


                                                                                                             EXHIBIT 18, page 2
                                                                                                                  Tab 2, p. 2 of 4
                                                                Page 26 of 181                                                    4398
                                    OVERSTATED ABS-UNDERSTATED
                                               ASS-UNDERSTATED MBS

2007 RMK Advantage Income Fund, Inc.
##of
  of Assets   Asset Category            Asset        Claimed ABS           Actual ABS   Claimed MBS   Actual MBS
                                        Percentage
                                        Percentage
8             Home Equity Loans (Non-   4.0%
              High Loan to Value)
15            Home Equity Loans~Non-    6.5%
              High Loan to Value)                      19.7%                   8.7%       19.5%          28.2%
1             Manufactured Housing      0.1%
              Loans
24                                      10.6%



2007 RMK Strategic Income Fund, Inc.
##of
  of Assets   Asset Category            Asset        Claimed ABS           Actual ABS   Claimed MBS   Actual MBS
                                        Percentage
10            Home EquityLoans (Non-    3.6%
              High Loan to Value)
1             Manufactured Housing      0.25%
17            Home Equity Loans (Non-   4.7%
              High Loan to Value)                      54.2%                 45.2%         9.6%          54.8%
2             Manufactured Housing      0.1%
              Loans
30                                      8.65%




                                                         Page 2~
                                                         Page 2~ of
                                                                 of 1693
                                                                    1693


                                                                                                      EXHIBIT 18, page 3
                                                                                                           Tab 2, p. 3 of 4
                                                          Page 27 of 181                                                   4399
                                                ASS-UNDERSTATED MBS
                                     OVERSTATED ABS-UNDERSTATED



2008 RMK Advantage Income Fund, Inc.
#of
# of Assets   Asset Category             Asset        Claimed ABS           Actual ABS   Claimed MBS   Actual MBS
                                         Percentage
4             Home Equity loans (Non-    1.9%
              High loan
                   Loan to Value)
1             Manufactured Housing       2.7%
              Loans
              loans
8             Home Equity loans
                           Loans (Non-   2.1%
                   loan to Value)
              High Loan                                 41.4%                 34.4%        22.1%          56.5%
1             Manufactured Housing       0.1%
              Loans
14                                       6.8%

2008 RMK Strategic Income Fund, Inc.
# of Assets
#of           Asset Category             Asset        Claimed ABS           Actual ABS   Claimed MBS   Actual MBS
                                         Percentage
3             Home Equity Loans          3.4%
1             Manufactured Housing       2.1%
              Loans
10            Home Equity loans          0.7%
                                                        39.2%                  29.4%       35.4%          64.8%
1             Manufactured Housing       0.1%
              Loans
15                                       6.3%




                                                          Page 2~ of 1693


                                                                                                       EXHIBIT 18, page 4
                                                                                                            Tab 2, p. 4 of 4
                                                           Page 28 of 181                                                   4400
TAB 3



 Page 29 of 181
Deborah Beaty

From:                              Peter Fruin < PFruin@maynardcooper.com>
                                                 PFruin@maynardcooper.com >
Sent:                                               23, 2014 6:08 PM
                                   Wednesday, July 23/
To:                                Brady Sparks; Kenneth Johnston; Katy Eldridge; Sam Edwards; Henry Simpson
                                   (hsimpson@buschllp.com); Robert W. Gifford (RGifford@krcl.com); Michelle Macleod
Cc:                                Deborah Beaty
Subject:                           RE: PUrdue



Brady,

Are you asking for all the Prospecti and offering circulars for all the underlying holding of the funds? Assuming we had
these, it would be several thousand documents many of which are more than 500 pages in length.

Kelsoe has testified on numerous occasions that hard copies of these documents were not kept as they were available
electronically at the time. See for example footnotes 2-5 of McCann's expert report which demonstrates that some are
still available on Edgar today. Moreover, McCann has testified many many time that he already has these documents.

If I am mistaken as to what you are requesting, please let me know.

Thanks

Peter



Peter S. Fruin
Office 205.254.1068
Cell 205.563.1068



-----Original Message-----
From: Brady Sparks [mailto:brady@sparkslaw.com]
Sent: Wednesday, July 23, 2014 1:49 PM
To: Peter Fruin; Kenneth Johnston; Katy Eldridge; Sam Edwards; Henry Simpson (hsimpson@buschllp.com); Robert W.
Gifford (RGifford@krcl.com); Michelle Macleod
Cc: Deborah Beaty
Subject: RE: PUrdue

Peter,

I'll ask Craig when he is available. Would you please (quickly) produce PDFs ofofthe
                                                                                  the prospectuses, offering circulars,
promissory notes and other instruments evidencing the underlying assets held by Advantage and Strategic? Not all the
documents, just the offering documents or promissory notes, COOs, CMOs, CLO   ClO These may all be in your 6. 6.7
                                                                                                                7 mil.
Documents of production, but if so, we can't find them all. I'd appreciate it if you could do so right away, in part because
Craig may need some ofthem. I don't know for sure, but he may.

Brady




                                                      Page 288 of 1693
                                                                                                               Tab 3
                                                                                           EXHIBIT 27, page 1
                                                       Page 30 of 181                                              4454
TAB 4



 Page 31 of 181
         Q. Did you have any set ideas as to how much of the fund would be invested in -
         - other than the parameters of the fund, the fund had certain parameters of where
         you could be with regards to stocks and things of that nature. Was there any set
         amount that you believed or ideas you had with regard to how much would be in
         corporate bonds versus how much would be in asset-backed securities?

         A. No.

Testimony of James Kelsoe, 15:2-15, attached hereto as Exhibit D. Therefore, the statement that

“Kelsoe knew and intended that the Funds would pursue a strategy of investing primarily in

deeply subordinated tranches of structured, asset-based securities such as mortgage-backed

securities, collateralized mortgage obligations, and collateralized debt obligations” cannot be

true. Thus, the Court should eliminate the first sentence of Finding of Fact No. 19.

         Finding of Fact No. 20. The Court should amend Finding of Fact No. 20 because it is

contrary to the evidence presented at trial for two reasons. First, for the reasons set forth above

regarding No. 19, a finding that “Mr. Kelsoe intended to invest the Funds” in “asset-backed

securities” is contrary to the testimony of Mr. Kelsoe. Second, the evidence does not support the

finding that the asset-backed securities in which the Funds invested were “far riskier than even

‘junk’-grade corporate bonds.”            The evidence in the record demonstrated that prior to the

financial crisis, the default rate for below investment grade asset-backed securities was lower

than the default rate for below investment grade corporate bonds. Thus, the Court should

eliminate Finding of Fact No. 20 as it is contrary to the evidence.

         Findings of Fact Nos. 21 and 22. The Court should amend Findings of Fact Nos. 21 and

22 to remove the phrase “the quantities Kelsoe would purchase” from each of the findings. As

set forth above, Mr. Kelsoe testified that at the time the prospectuses were issued he did not

know the specific securities he was going to purchase. Therefore, it would be impossible to

know the exact quantities of securities that were going to be purchased. The Court acknowledged



DEFENDANTS’ REQUEST FOR AMENDED AND ADDITIONAL FINDINGS OF FACTS AND CONCLUSIONS OF LAW                 5
                                                                                          Tab 4, p. 1 of 3
                                                  Page 32 of 181                                      8378
finding of fact is inadequate in that it fails to identify the specific material information that was

misrepresented, omitted and concealed.               Finally, this finding must be amended because it

assumes Defendants were the issuers of the prospectuses, which as set forth above, is factually

inaccurate and a fact that Plaintiffs do not dispute. Thus, based upon the facts in evidence, the

Court should eliminate Finding of Fact No. 25.

         Finding of Fact No. 26. The Court should amend Finding of Fact No. 26 as there is no

evidence in the record that Defendants caused Plaintiffs’ damages. Thus, the Court should

eliminate this finding.

         Findings of Fact Nos. 27 and 28. The Court should remove or amend Findings of Fact

Nos. 27 and 28. First, the findings are unnecessary to support the judgment. Second, to

categorically suggest that all of Defendants’ expert’s testimony was not credible, not relevant,

and not reliable is wholly inappropriate and contrary to the record. There can be no dispute that

the testimony provided by Defendants’ expert was relevant to the claims in controversy as it

related directly to issues in dispute and dealt in significant part with statements made by

Plaintiffs’ expert. Moreover, to categorically suggest that the testimony was not credible or

reliable when much of that testimony was the introduction and explanation of industry accepted

and/or government reports makes the categorization unsupportable. Thus, to the extent the Court

does not remove the inappropriate and unnecessary findings, it should amend them to identify

those specific portions of the testimony that the Court found to be not relevant, not credible, or

not reliable.

                                    II.      CONCLUSIONS OF LAW

         A.       Additional Conclusion of Law.

         Defendants request that the Court make the following additional conclusion of law:



DEFENDANTS’ REQUEST FOR AMENDED AND ADDITIONAL FINDINGS OF FACTS AND CONCLUSIONS OF LAW                 8
                                                                                          Tab 4, p. 2 of 3
                                                  Page 33 of 181                                      8381
         1. Plaintiffs’ claims are barred by the statute of limitations.

As set forth above, Mr. Howard testified that he knew or should have known that the Funds

invested more than 70% in asset-backed and mortgage-backed securities by the time the 2004

Semi-Annual report for the Funds was issued. Plaintiffs did not file their Original Petition until

October 23, 2009—approximately five years later. Under the Texas Securities Act, “[n]o person

may sue under Section 33A(2), 33C, or 33F so far as it relates to 33A(2) or 33C: (a) more than

three years after discovery of the untruth or omission, or after discovery should have been made

by the exercise of reasonable diligence.” Tex. Rev. Civ. Stat. art. 581-33H(2)(a). Without

question, Mr. Howard should have made discovery of the alleged omission more than three years

prior to the filing of the Petition, and this conclusion of law should be added.

         B.       Amended Conclusions of Law.

         Conclusion of Law No. 29. The Court should amend Conclusion of Law No. 29 because

it is not supported by the evidence. First, a primary violation of the securities laws under the

Texas Securities Act Section 33C is not supported because the clear evidence—as noted above—

was that the Funds, not Defendants, were the issuers of the securities and thus are the only

entities that could be held liable under this section. Second, there are no findings of fact and no

evidence in the record necessary to support a finding of secondary liability. Accordingly, the

Court should eliminate this Conclusion of Law.

         Conclusion of Law No. 30. The Court should amend and eliminate Conclusion of Law

No. 30 because there are no findings of fact to support this conclusion, and the evidence did not

support this conclusion.

         Conclusion of Law No. 31. The Court should amend and eliminate Conclusion of Law

No. 31 because there are no findings of fact to support the conclusion that Defendants were



DEFENDANTS’ REQUEST FOR AMENDED AND ADDITIONAL FINDINGS OF FACTS AND CONCLUSIONS OF LAW                 9
                                                                                          Tab 4, p. 3 of 3
                                                  Page 34 of 181                                      8382
TAB 5



 Page 35 of 181
                                    Cause No.
                                    Cause No. DC-09-14448

        AVENUE INVESTORS, LP,
PURDUE AVENUE                         )                         IN THE DISTRICT COURT OF
MARY ANN
      ANN HOWARD,
            HOWARD, INDIVIDUALLY,
                       INDIVIDUALLY, )
AND DANAHOWARD,
AND DANA    HOWARD,AS  ASTRUSTEE
                          TRUSTEEOF
                                  OF )                              DALLAS COUNTY, TEXAS
THE MOLLY
    MOLLY A.  A. HOWARD TRUST,        )
                                      ))                            lOlsT JUDICIAL DISTRICT
                                                                    101ST
     Plaintiffs,                      )
                                       )
v.                                     )
                                       )
MORGAN    KEEGAN &
MORGAN KEEGAN       & COMPANY,
                      COMPANY,INC.,
                                INC., )
MORGAN ASSET
          ASSET MANAGEMENT,
                  MANAGEMENT,INC.,
                                INC., )
JAMES C. KELSOE, JR., and              )
THOMAS ORR,                            )
                                       )
     Defendants.                       )

                                AFFIDAVIT OF PETER FRUIN
                                AFFIDAVIT

THE STATE OF ALABAMA                          ))
COUNTY OF JEFFERSON                            ))

       BEFORE ME,
       BEFORE         undersigned Notary
              ME, the undersigned Notary Public,    this day
                                         Public, on this day personally
                                                              personally appeared
                                                                         appeared Peter
                                                                                  Peter

Fruin, a person whose
Fruin,          whose identity
                      identity is
                               is known
                                  known to
                                        to me.         administered an
                                           me. After I administered an oath to him, upon his
                                                                            to him,

oath he said:

       1.
       1.                        Fruin. I am over
                My name is Peter Fruin.      over 18
                                                  18 years
                                                     years of
                                                           of age
                                                              age and
                                                                  and am
                                                                      am competent
                                                                         competent to

make this
make      affidavit. I have personal
     this affidavit.        personal knowledge
                                     knowledge of the facts set
                                                  the facts set forth
                                                                forth herein,
                                                                      herein, and
                                                                              and those
                                                                                  those

facts are true and correct to my personal knowledge.


       2.            currently an attorney
                I am currently    attorney at Maynard,
                                              Maynard, Cooper
                                                       Cooper & Gale PC,
                                                              & Gale PC, the law firm

retained to
retained to represent
            represent Defendants
                      Defendants in
                                  in this
                                     this litigation.
                                          litigation. II represented
                                                          represented Defendants
                                                                      Defendants at the trial,

                           of trial, Tuesday, October, 14,
including on the first day of                          14,2014.
                                                           2014.


       3.
       3.              close of
                At the close of the
                                 the first
                                      first day
                                            day of
                                                oftrial,
                                                   trial, on
                                                           on October
                                                              October 14,
                                                                       14, 2014,
                                                                           2014, Judge
                                                                                  Judge Lowy
                                                                                        Lowy

       counsel of record to his
called counsel              his office.
                                office. During
                                        During that meeting,
                                                    meeting, I personally
                                                               personally heard the Judge


03130889.1
AFFIDAVIT  OF PETER
AFFIDAVIT OF  PETER FRUIN
                    FRUIN                           Page 1



                                                                                     Tab 5, p. 1 of 2
                                           Page 36 of 181                                        8446
                                                                                          EXHIBIT F
       "I will not
state, "I      not say
                   say this on the record but I am a student of the
                                                                the financial
                                                                    financial crisis.
                                                                              crisis. II would
                                                                                         would

    spend much
not spend much time
               time talking
                    talking about
                            about credit
                                  credit ratings                                      of
                                         ratings because the rating agencies are part of

the problem, no one should have relied upon their ratings."


                         sayeth not.
        Further, affiant sayeth



                                               Peter Fruin


         SUBS ~BED AND
        SUBSC&IBED        AND SWORN
                               SWORN TO TO by Peter Fruin before me, the undersigned
                                                                         undersigned authority,
                                                                                     authority,
on this the ~         of January, 2015.
            <9\ I day of


                                                            s ow4,,
                                              'NOtary
                                               Notary Public
                                               In and For the State of a~a
                                                                       lcaLaihti9,_
                                               g,?.:
                                               c
                                               ~~
                                                          1-1-zbyri
                                                  ... q -1--1---2D\;11




03130889.1
03130889.1
AFFIDAVIT OF
AFFIDAVIT  OF PETER
              PETER FRUIN
                    FRUIN                       Page 2


                                                                                     Tab 5, p. 2 of 2
                                           Page 37 of 181                                         8447
                                                                                           EXHIBIT F
TAB 6



 Page 38 of 181
                 Annual R       ort
                 Marc~   31   2005




Page 39 of 181       Tab 6, p. 1 of 7
Jt.13-Page 1                  MKfPURDUE00537
            RMK ADVANTAGE I NCOM E F UND, I NC.
                                  Portfolio of Investlllents
                                            Marc h 3 1, 2005


Principal                                                  NRSRO
Amount /                                                   Rating                          Market
 Shares        Description                               (Un audited)       Cost          Value (b)

ASSET BACKED SECURITIES - INVESTMENT GRADE - 15.6% OF NET ASSETS
               C!/Iatem/ized Bond ONigalj{m -2.51'/0
 2.000.000     E-Tradc2004- 1A COM! ,
               2.00% 1/ 10/40                              BBB          $ 1.99{).062     $ 1.99{).000
 4,200,000     Restructured Asset Backed 2003-
               3A A3, 2.56% 1/29122 (a)                    AA -           3.356,057        3,344,250
 5,000,000     Witherspoon 2004- 1A COM 1,
               11. 50% 9/ 15/39                            BBB+           5,000,000        5,000,000
                                                                        $ 10,346, 11 9   $ 10,334,250

               Cmnmercial Lonns - OAu/o
 2,000,000      H 'CA Secured Lending 1998- 1
                DI , 7.8 1% 1/ 18/17 (aJ                   BBB-            1,58 1,650      1.580,000

               Equipment Lenses - 6.8°;',
 8,586,169     AERCO 2A A3, 2.863 % 7/ 15/25               BBB            6,408,440        6,343 ,033
11 ,750,000    Aircraft Finance Trust 1999- IA
               A 1, 2.883 % 5/ 15124                       BBB             8,208,671       8, 136,875
 3,000,000     AviaLion Ca pilu12000-1 A A I ,
               3.07% 11 / 15125 (a)                        B88            2,25 1,788       2,272,080
15,000,000     Lease Investment Fli ght Trust I
               A 1, 2.49% 7/ 1513 1                        BSB            10,356,145      10,575 ,000
                                                                        $27,225,044      $27,326,988

               Home f.quily Loans (Non-Higll Lonn-To-Vaille) -     4.9%
 7,6 13,000    Ace Securities 2oo4- HE3 Mil ,
               5.46% 11125/34                              BBB-           6,240, 150       6,927,830
 3,000,000     Ace. Securities 2oo4-H E4 M J J,
               5.694% 12125/34                             BBB-           2,405,756        2,807,820
 2,000,000     First Franklin 2004-FF5,
               8.594% 8125/34 Ca)                          BBB            2,000,000        2,000,000
 8,375,2 14    Long Beac.h Mo rtgage 200 1-1 M2.
               2.9 1% 412 1/3 1                            A              8, 132,764       8,097,827
                                                                        5 18,778,670     5 19,833,477

               Mrlllujacilired HOI/sing Loans -1.0"/0
 4,500,000     Green T ree Financ ia l 1996-9 M I,
               7.63% 1/ 15/28                              B88            4,045,739        4,097,295
Total Asset Dacked Securities - Investment Grade                        $61,977,222      S63, 172,010

ASSET BACKED SECURITfES - NON-INVESTMENT GRADE - 55 .2% OF
NET ASSETS
               CerNJicale-Backed Oblign/i(lITs - 2.4%
 5,000,000      INeA PS Funding 2003-2A S IN ,
                10.00% 1/ 15/34 (a)                        Non-rated      4,85 1,929       4,850,000


                                                   6
                                           Page 40 of 181                              Tab 6, p. 2 of 7
                                           Jt.13-Page 8                                          MKiPURDU E00544
             RMK ADVANTAGE I NCOME FUND, I NC.
                              Portfolio of Investlllents
                                         March 3 1, 2005



Princi pal                                                 NRSRO
Amount /                                                   Rating                          Marke t
 Shares        Descripti on                           (Unaudiled)         Cost            Vallie (b)

15,664 ,982    Pegasus A vialion 2000- 1 A I ,
               3.275% 3/25115 Cal                      B-           $ 8,388,683          S 8,282,859
18,000,000     PegasLis Av iation 200 1- 1A A2,
               2.667 % 5110/3 1 (a)                    BS+               9,297,734         9,225,000
                                                                    538,743,57 1         $38,502,429

               Fm/lcllisc Loalls -7.4%
5.000,000      ACLB Business Tmsl 1999- 1 A3,
               7.385% 811 5120 cal                     B+                4,389,886         4,475,450
 2,723,04 1    Captee Pranchisc 1999- 1 A2,
               7.278% 4/2..<;11 1 (a)                  SB                2,607,099         2,704.633
5,000,000      Cuptee Franchise 2000-\ A2.
               8.155% 6/ 15/1 3 (a)                    BB-               4,432,205         4,33 1,200
 1,6 17,000    Falcon Franch ise 2001-1 F.
               6.50% 115/23                            B                 1,204,639         1,066, 137
12,927,024     FM AC Loan Trust 1996-8 A I ,
               7.629% 1111 5/ 18 (a)                   D                 9,593,456         9,303 ,980
 1,425, 163    FMAC Loan Trust 1998-A A2,
               6.50% 911 5/20 (a)                      C                  934, 177           932,655
10,289,956     PMAC Loan T ru st 1998-BA A2,
               6.74% 11115/20 Ca)                      C                 7,4 14,985        7,080,550
                                                                    530,576,447          529,894,605

               HOllie Equity Loaus (NOli-High Loall-To-Vnluc ) - 14.5%
9,950,000      Ace SecuritieS 2004- H E3 11 ,
               5.459% 11 /25/34 (a)                    BB+               7,535,03 1        8,557,000
 2,000,000     Ace Securities 2004-H E4 B,
               5.694% 12125/34 (a)                     Non-rated         \ ,426,39 \       1.722,820
4,463,000      Ace Securities 2005-tIE2 8 1,
               6.06% 4/25/35 (a)                       Non-rated         3,709,858         3.709.646
 2,000,000     Eq ui firs t Mortgage 2004-3 81 ,
               5.708% 12125/34 (a)                     BB+               1,65 1,725        1,800,000
7,038,000      Equifirs t Mortgage 2004-3 8 2,
               5.708% 12125/34 (a)                     BB                5,502,49 1        6, 123,060
 1,000,000     Equifirst M ortgage 2005- 1 B3.
               6.08% 4/25/35 Cal                       BB-                827,626            827,500
 1,757,000     EquifirSt Mortgage 2005- 1 8 4,
               6.08% 4/25135 Ca)                       Non-rated         1,453,04 1        1,452,828
6,778,000      First Franklin 2004-PFII B \ ,
               5.43 1% 1125/35 (a)                     Non-rated         5,500.496         6. 134.090
6,778,000      Firs t Franklin 2004-FFll B2,
               5.43 1% 1/25/35 (a)                     Non-rated         5,302,262         5,947 ,695
 2,000,000     GSAM P Trust 2004-A R \ 8 5,
               5.00% 6/25134 (a)                       Non-rated         1,552,348         1,550,000
4,097,78 1     Long Beach Mortgage 200 1-4 M 3,
               4.683% 3125132                          CCC+              3,658,258         3,483 , 11 4




                                                  8
                                         Page 41 of 181                                Tab 6, p. 3 of 7
                                       Jt.13-Page 10                                              MKJPURDU E00546
              RMK ADVANTAGE INCOME FUND, INC.
                                 Portfolio of In vestlllents
                                           M,I(c h J 1,2005



Principa l                                                N RSRO
Am ount /                                                 Ra ting                              Market
 Shares         Description                             (Unaud ited)       Cost               Va lue (b)

                Tobacco - 0.9%
4,7 15,000      North Atlantic Trading,
                9.25 % Bond 3/1112                       ccc           S   4,533,054      S    3,536,250

                TrnJlsporinlimt - 0.4%
1.630,000       Greyhound Lines,
                I 1.50% Bond 4/15/07                     ccc-              1,630,549            1,638, 150

                Trnve/ -O.5%
2,000,000       Worlds pan Financia l,
                9.024% Bond 2/15/ 11 (a)                 ccc+              1,990. 124           1.940,000
Total Corporate Bonds - Non-Investment
Grade                                                                  5 113,90 1,25 1    5 109,015,385

MORTGAGE BACKED SECURITIES -1.9% OF NET ASSETS
                Co/ln/t>rn/iu d Mortgage Ohligalinn - 1.9°;;,
                l larborv icw Mortgage 2004-8 X,
                1.446% 11 / 19/34 interest-only
                sl.rips                                  AAA               5,662,626           5,637,94 1
2.3 10,000      Sasc() Net Interesl 2004·6XS B,
                5.00% 3128{34 Ca)                        BS+               2,11 0,40 1         2, 107,875
Total Mortgage Backed Securities                                       S   7,773,027      S    7,745,8 16

MUNICIPAL SECURITIES - 0.2% OF NET ASSETS
1,250,000       Pima County Arizona IDA Health
                Care, 8.50% 11 / 15/32                                       78 1,29 1           774,825

COMMON STOCKS - 7,9% OF NET ASSETS
   48,400       American Capital S trate-gies, Ltd.                        1,552,4 13           1,520,244
   6 1,710      Andrx Corporation (c)                                      1,246,878            1,398,966
   54,600       Anthrac ite Capital , I.nc.                                  605,776              608,244
     6, 100     Bank o r America Corpora tion                                276,28 1             269,0 10
    7,000       Best Buy Co., Lnc.                                           37 1,4 16            378.070
   17,300       Cirnarcx Energy Co. (c)                                      663,08 1             674,700
   5 1,800      Cisco Syste ms, Inc. (c)                                     929,234              926,702
    4.600       Cooper Cameron Corporation (c)                               256,469              263, 166
   14,000       Cree, Inc. (c)                                               300,495              304,500
   15,300       Exxon Mobil Corporation                                      8 18,697             9 11 ,880
     7,400      First Data Corporatio n                                      296,338              290,894
   13_800       Fron tline Ltd.                                              668,5 11             676,200
   34,900       Intcrsil Corpo ration                                        526,478              604,468
   44.000       iSha rcs Russell 3000 Value Index
                Fu nd                                                      3,668,540           3,766,840
   14,600       Kerr-McGee Corporation                                       909,87 1          1, 143 ,6 18
   10. 100      Kinder Morgan Energy Partners,
                L.P.                                                         448,617              454,500
   47,800       Limited Brand s, Inc.                                      1, 133,666           1,16 1,540


                                                   /2
                                           Page 42 of 181                                Tab 6, p. 4 of 7
                                         Jt.13-Page 14                                                MKJPURDUE00550
              RMK STRATEGIC I NCOME F UND, INC.
                                Portfolio of Investlllen ts
                                           Marc h ;\ L 2005



Principal                                                  NRSRO
Amount /                                                   Rating                          Market
 Shares        Descripti on                              (Un audited)       Cost          Value (b )

ASSET BACKED SECURITIES - INVESTMENT GRADE - 26.2% OF
NET ASSETS
               Cit/laterized O£'/J/ Obligation - 5.0%
11.398,932     Divers ified AsSeL Securiti zation I A
               A I,7.873 % 9/15/35                            AA        $ 11,762, 18 1   $ 1 1,940,38 1
4,000,000       E-Trade 2004- 1A COM I,
                2.00% 1110/40                                 BBB         3,980, 105       3,980,000
 2,40Q,000      Restructured Asset Backed 2003-
               '3A A3, 2.56% 1129122 (a)                      AA·          1,917,747        1,9 11,000
                                                                        $ 17 ,660,033    5 17,831.38 1

               COlllmercial L,){lns - 4.3%
11,483 ,386    A thert on fo'ranchisee 1999-A A2,
               7.23%4/ 15/ 12 (a)                             A+         11 ,633,639      11 ,660,839
 1,000,000     H CA Secured Lend ing 1998- J
                DI , 7.8 1% 11 15/17 (a)                      BBB·          790,825          790,000
3,000,000      GMAC Commercial Mortgage
               1998-C I P, 7.096% 511 5/30                    BBB·        2,949, 149       3,048,630
                                                                        S I5,373,61 3    5 15,499,469

                Equipment Len:;('S - 4.9%
8,586,169      AE RCO 2A A3, 2.86% 7/1 5125                   BBB         6,408,440        6,343 ,033
6,000,000      Airc raft Finance Trust \ 999- 1A
               A 1, 2.883 % 5/1 5/24                          BBB         4, 193,875       4, 155,000
3,000,000      Aviation Capital Group 2oo0- IA
               A I, 3.07% 1111 5/25 (a)                       BBB         2,25 1,788       2,272,080
7,000,000      Lease Investment Flight Trust I
               A I, 2.87% 7/15/3 1                            BBB         4,900,605        4,935 ,000
                                                                        $ 17,754,708     5 17,705, 11 3

               Frallchise LO(lns ~ 1.5%
               FMAC Loan Trust 1997-C AX ,
               2.355 % 121 15/ 19 interest-o nly
               SlripS (a)                                     BBB         2,778.749        2.7 19,888
3,000,000      Franch ise Loan Trust 1998-1 A3 ,
               6.74% 7/15/20 (a)                              BBB         2,7 16,093       2,776,320
                                                                        $ 5,494,842      S 5.496,208

               Home Equily Lm!1ls (N(m-High Loall -T(I~Valut:) - 9.2%
 1,336,869     Aarnes Mo rtgage Trust 200 1-3 13 ,
               7.13 % 11125/3 1                         BBB                1,229, 177       1,296.763
3,450,000      Ace Securities 2oo4-HE2 B I,
               5.3 11 % 10/25/34                        BBB               2,76 1,803       3,346,500
 2,000,000     Ace Securities 2004- HE4 M il ,
               5.694% 12125/34                          BBB-               1,603,838        1,87 1,880



                                                   36
                                           Page 43 of 181                            Tab 6, p. 5 of 7
                                       Jt.13-Page 38                                              MKJPURDU E00574
              RMK STRATEGIC I NCOME F UND, INC.
                                    Portfolio of Investlllents
                                                  Marc h J 1, 2005


Principal                                                             NRSRO
Amoun t/                                                              Rating                         Market
 Shares         Descripti on                                        (Un audited)      Cost          Vallie (b)

 1,487,000      Ace Securilies 2004- 1-1 5 I M6,
                4.59% 2/25134                                        BBB-          S 1,446,598     S 1,486,976
 2,057,073      Amrcsco Residen tial Sec uri ties
                1999- 1 B, 5.09% 11/25/29                            BBB             1,950,824       1,946,505
 2,700,000      First Franklin Mortgage 2004-FP2
                N3, 8.835% 4/25/34 (a)                               BBB             2,700,000       2,7 13.500
 2,750,000      First Franklin Mortgage 2004-FFS
                M9, 4.47% 8125/34                                    BBB·            2.446,7 13      2,557.500
 5,000,000      Long Beach Mortgage 2004-4
                M I D, 4.6 15% 10/25/34                              BBB+            4,607,452       5,050,000
 1,700,000      Nova$lar 1lome Eq uity 2004-384,
                5.238% 12125/34                                      BBB             1,562,857       1,627,750
10 ,500,000     O pliull Dill::   Mu rl gag~   2004-2 M7,
                4.65 % 5/25134                                       BBB             8,9 10, 197     9,975 ,000
 1,4 17,882     Sail NcI2D04-SA B,
                6.75 % 6/27/34 (al                                   BBB             1,383,703       1,382,846
                                                                                   $30,603, 162    $33,255,220

                M,11l11factu red Housing Loa/ls - 1.3%
 4,995,000      Green T ree Financ ial 1996-9 M I,
                7.63 % 1/ 15/28                                      B88             4,403.379       4,547,997
Total Asset Hacked Securities - tUl'es'ment Grade                                  $9 1,289,737    594,335,388

ASSET BACKED SECURlTrES - NON·INVESTMENT GRADE · 61.1% OF
NET ASSETS
                Cerl ijirnll!-Bnckerl Obligalions - 3.31..
 1,000,000      M.\1 Community Funding II ,
                3.50% 12/ 15/3 1 (al                                 Non-rated         938,903         937,500
 2,000.000      M.\1 community Funding IX.
                10.00% 511133 (a)                                    Non-rated       1,94 1,063      1,940,000
 2,000,000      Prefcrrcd Tcon Securities IV,
                6.98% 6/24/34 (a)                                    88              2,029,762       2,030,000
 1,000.000      Preferred Term Securities XV,
                9/26/34 (al (0                                       Non-rated       1,000,000       1.055.900
 4,000,000      Preferred Tem1 Securi ties XV I,
                3/23/35 (al (0                                       Non-rated       4,000,000       4,079,440
 1,000,000      US Capital Fund ing II ,
                6.90% 8/ 1/34                                        Non-rated       1,000,000       1,000,000
 1,000.000      US Capital Fund ing III.
                14.00% 1211/35                                       Non-rated       1,000,000       I.OOO,DOO
                                                                                   $ 11 ,909,728   $ 12,042,840

                Cfl lla lL'ri::erl Dell i O/!/igali(J1l - 4.1 'Yo
 2,000,000      Crest 2000- 1A 0 , 10.00% 813 1/36                   BS              1,400,295       1,405 ,000
 3,000.000      Hewett' s Island 2004- 1A COM ,
                12115/ 16   en                                       SB              3.000.000       3.000.000


                                                           37
                                                 Page 44 of 181                                Tab 6, p. 6 of 7
                                               Jt.13-Page 39                                               MKiPURDU E00575
             RMK STRATEGIC I NCOME F UND, INC.
                                 Portfolio of Investlllents
                                          M,I(c h 3 1, 2005



Principal                                                     NRSRO
Am ount /                                                 Rating                            Market
 Shares       Description                               (Un audited)          Cost         Value (b)

              Travel- 0.3%
1,000,000     Worldspan Financial, 9.024%
              Bond 2/ 15/ 11 (a)                            ccc+         S    997,620     S     970,000
Total Corporate Bonds - Non-In vcstment Grade                            597,306,977      593,078,045

MORTGAGE BACKED SECURITIES -INVESTMENT GRADE - 3.3% OF
NET ASSETS
              Collakrnlized MiJtlgage Ob/igalion - 3.3'YI1
              Harborv icw Mortgagc2004. J X,
              1.90% 4/19/34 interest-on ly strips           AAA              2.736.980        1.841,475
              Harborview Mortgage 2004-8 X,
              0.50% ll1L9/34 intcrcst-on ly strips          AAA              2.864.456        2,8 18,97 1
              Mcllon Residentia l 2004-TBC I X,
              0.716% 2126/34 interest-only
              strips (a)                                    AAA              1.384.555        1,222.989
2.960,648     Structu red Asset Securities 1999-
              SPl , 9.00% 5125129                           BBB              3,003,256        2,962,9 19
3.651 .000    Structured Asset Securities 2004-8
              B2, 5.00% 9/25/34                             BBB·             3, 105,982       3 ,075 , 164
Total Mortgage   Ba{~kcd   Secur ities - lnvestment Grade                $ 13.095.229     5 11 .92 1.5 18

GOVERNMENT AGENCY SECURITIES - 2.1% OF NET ASSETS
              Fannie Mae 1998-M7 N,
              1.057% 5/25/36 intcrcst-only strips (c)       Non-ruted        3,707,404        2,553.225
              GNMA 2003-64 XA, 1.20 % 8/16/43
              interest-only strips (c)                      Non-r,lIed       9,699,772        4,873,072
Total Government Agency Securities                                       5 13,407, 176    57,426.297

MUNICIPAL SECURITIES - 0,2% OF NET ASSETS
1,000.000     Pima County Arizona LOA Healt h
              Car;!, 8.50% I 1/ 15/32                       Non-rated         625,032           619,860

COMMON STOCKS -13.1% OF NET ASSETS
  75.562      American Capital S trategies, Ltd.                             2.284.869        2.373,402
  87,000      Andrx Corporation (d)                                          1,729,944        1,972,290
  85.800      Anthracitc Capita l, Inc.                                        974,2 14         955.8 12
   8.800      Bank o f America Corporation                                     350.245          388,080
  10,800      Best Buy Co., Inc.                                               572,234          583.308
   2.400      BP Prudhoe Bay Royalty Trust                                      94.360          167,520
  27.000      Cimarex Energy Co. (d)                                         1,035.565        1.053 .000
  79,900      Cisco Systcms, Inc. (d)                                        1,429,540        1,429,41 1
   6,900      Cooper Camcron Corporation (d)                                   384.52 1         394,749
  2 1.800     ere;!, tne. (d)                                                  467,913          474, 150
  10,800      Devon Energy Corporatio n                                        389.070          5 15,700
  24.200      Ellxon Mobil Corporatio n                                      1,299,447        1,442,320



                                                 44
                                          Page 45 of 181                              Tab 6, p. 7 of 7
                                       Jt.13-Page 46                                                 MKJPURDUE00582
TAB 7



 Page 46 of 181
                            RMK Strategic Income Fund, Inc.
                                   (a Maryland Corporation)
                             21,000,000 Shares of Common Stock
                                  Par Value $.0001 Per Share

                               UNDERWRITING AGREEMENT

                                        March 18, 2004


Morgan Keegan & Company, Inc.
                         01
50 North Front Street, 19 Floor
Memphis, TN 38103


Ladies and Gentlemen:

       RMK Strategic Income Food, Inc., a Maryland corporation (the "Fund"), and the Fund's
investment.adviser, Morgan Asset Management, loc., a Tennessee corporation (the "Adviser"),
each confinns its agreement with Morgan Keegan & Company, Iilc. (<<Morgan Keegan") and
Advest, Inc., BB&T Capital Markets, a division of Scott & Stringfellow, Inc., Ferris, Baker
Watts. Incorporated, Legg Mason WoOd Walker, Incorporated. McDonald Investments Inc., a
KcyCorp Company, Oppenheimer & Co. Inc., RBe Capital Markets Corporation, Stephens Inc.,
Sterne. Agee & Leach, Inc., Stifel, Nicolaus & Company. Incorporated, SunTrust CapitaJ
Markets, Inc., C.E. Unterberg, Towbin and Wedbush Morgan Securities Inc. and each of the
other Underwriters named in Schedule A hereto (collectively, the ''Underwriters'), for whom
Morgan Keegan and Advest, Inc., BB&T Capital Markets, a division of Scott & Stringfellow,
Inc., Ferris, Baker Watts, Incorponted, Legg Mason Wood Walker, Incorporated, McDonald
Investments Inc., a KeyCorp Company, Oppenheimer & Co. Inc., RBC Capital Markets
Corporation, Stephens Inc., Sterne, Agee & Leach, Inc., Stifel, Nicolaus & Company,
Incorporated, SunTrust Capital Markets, Inc., C.B. Unterberg, Towbin and Wedbush Morgan
Securities Inc. are acting as representatives (in such capacity. the "Representatives'), with
respect to the issue and sale by the Fund and the purcbase by the Underwriters, acting severally
and not jointly. of the respective number of shares of cOmT(lon stock, par value $.0001 per share,
of the Fund ("Common Shares") set forth in Schedule A hereof, and with respect to the grant by
the Fund to the Underwriters, acting' severally and not jointly, of the option described in Section
2(b) hereof to purchase aU or any part of 3,150,000 additional Common Shares to cover over-
allotments, if any. The aforesaid 21,000,000 Common Shares (the "Primary Sbares'') to be
purcb;lSed by the Underwriters and all or any part of the 3,150,000 Common Shares subject to
the option described in Section 2(b) hereof (the "Option Shares'') are collectively referred to as
the "Shares."

       The Fund understands. that the Underwriters propose to make a public offering of the
Shares as soon as the Representatives deem advisable after this Agreement has been executed
and delivered.

        The Fund has filed with the Securities and ExchanJ;e Commission (the "Commission") a
registration statement on FOml N-2 (File Nos. 333-111990 and 811-21487) covering the
                                                 1




                                               Page 47 of 181                        Tab 7, p. 1 of 6
                                             Jt.20-Page 1                                        MKJPURDUE03460
registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act''),
including the related preliminary prospectus or prospectuses, and a notification on Fonn N·8A of
registration of the Fund as an investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"), and the rules and regulations of the Commission under the 1933
Act and the 1940 Act (the "Rules and Regulations"), Promptly after execution and delivery of
this Agreement, the FlUId will either (I) prepare and file a prospectus in accordance with the
provisions of Rule 430A ("Rule 430A'1 and paragraph (0) or (h) of Rule 497 ("Rule 497'1 ofthe
Rules and Regulations or (ii) if the Fund has elected to rely upon Rule 434 ("Rule 434',) of the
Rules and Regulations, prepare and file a term sheet (a ''Term Sheet'') in accordance with the
provisions of Rule 434 and Rule 497, The information included in any s~ch prospectus, that was
omitted from such registration statement at the time it became effective but that is deemed to be
part of such registration statement at the time it became effective. if applicable. (a) pursuant to
paragraph (b) of Rule 430A is referred to as "Rule 430A Information" or (b) pursuant to
paragraph (d) of Rule 434 is referred to as "Rule 434 Information:' Each prospectus used before
such registration statement became effective. and any prospectus that omitted, as applicable, the
Rule 430A Information or the Rule 434 Information, that was used after such effcctiveness and
prior to the execution and delivery of this Agreement, including in each case any statement of
additional information incorporated therein by reference, is herein caUed a ''preliminary
prospectus," Such registration statement, including the exhibits and schedules thereto at the time
it became effective and including the Rule 430A Information or the Rule 434 Infonnation, as
applicable, is herein called the "Registration Statement." Any. registration statement filed
 pursuant to Rule 462(b) of the Rules and Regulations is herein referred to as the "Rule 462(b)
Registration Statement," and the term "Registration Statement" shall include any Rule 462(b)
Registration Statement that shall have been filed, The final prospectus in the form first furnished
 to the Underwriters for use in connection with the offering of the Shares, including the statement
of additional infonnation incorporated therein by reference, is herein called the "Prospectus," If
 Rule 434 is relied on, the term "Prospectus" shall refer to the preliminary prospectus dated
February 24, 2004, including the statement of additional information incorporated therein by
 reference, together with the Term Sheet and all references in this Agreement to the date of the
 Prospectus shall mean the date of the Term Sheet. For purposes of this Agreement. all references
 to the Registration Statement. any preliminary prospectus, the Prospectus or any Term Sheet or
 any amendment or supplement to any of the foregoing shall be deemed to include the copy filed
 with the. Corrunission pursuant to its Electronic Data Gathering, Analysis and Retrieval system
 ("EDGAR").

       All references in this Agreement to financial statements and schedules and other
information which is "contained," "included" or "stated" in the Registration Statemen~ any
preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other information which are
incorporated by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be,



        SECTIQN I.      REPRESENTATIONS AND WARRANTIES.

              (a) Representations and Warranties by the Fund and the Adviser. The Fund and
the Adviser represent and warrant to each Underwriter as of the date bereof, as of the Closing
                                                 2




                                              Page 48 of 181                         Tab 7, p. 2 of 6
                                            Jt.20-Page 2                                        MKJPURDUE03461
Time referred to in Section 2(c) hereof, and as of each Date of Delivery (if any) referred to in
Section 2(b) hereof, and agree with each Underwriter, as follows:

              (i) Compliance with Registration Requirements. Each of the Registration
       Statement and any Rule 462(b) Registration Statement has become effective under the
       1933·Act and no stop order suspending the effectiveness of the Registration Statement or
       any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of
       suspension or revocation of registration pursuant to Section 8(e) of the 1940 Act, and no
       proceedings for any such purpose, have been instituted or are pending or, to the
       knowledge of the Fund or the Adviser, are contemplated by the Commission, and any
       request on the part of the Conunission for additional infonnation has been complied with.

       At the respective times the Registration Statement, any Rule 462(b) Registration
       Statement and any post-effective amendment thereto (filed before the Closing Time)
       became effective and at the Closing Time, as hereinafter defined (and, if any Option
       Sbares are purchased, at the Date of Delivery), the Registration Statement, the Rule
       462(b) Registration Statement, the notification of Fonn N-SA and all amendments and
       supplements thereto complied and will comply in all material respects with the
       requirements of the 1933 Act., the 1940 Act and the Rules and Regulations and did not
       and will not contain an untrue statement of a material fact or omit to state a material fact
       required to be stated therein or necessary to make the statements therein not misleading.
       Neither the Prospectus nor any amendment or supplement thereto, at the time the
       Prospectus or any such amendment or supplement was issued and at the Closing Time
       (and, if any Option Shares arc purchased, at the Date of Delivery), included or will
       include an Wltrue statement of a material fact or omitted or will omit to slate a material
       fact necessary in order to make the statements therein, in the light of the circumstances
       under which they we re made, not misleading. If Rule 434 is used. the Fund will comply
       with the requirements of Rule 434 and the Prospectus shall not be "materially different,"
       as such term is used in Rule 434, from the prospectus included in the Registration
       Statement at the time it became effective. The representations and warranties in this
       subsection shall not apply to statements in or omissions from the Registration Statement
       or Prospectus made in reliance upon and in confonnity with information furnished     to  the
       Fund by or on behalf of any Underwriter for use in the Registration Statement or
       Prospectus.

        Each preliminary prospectus and the prospectus filed as part of the Registration
        Statement as originally filed or as part of any amendment thereto, or filed pursuant to
        Rule 497 under the 1933 Act, complied when so filed in all material respects with the
        Rules and Regulations and each preliminary prospectus and the Prospectus delivered to
        the UndetWriters for use in connection with this offering was identical to the
        electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
        except to the extent pennitted by Regulation S-T.

        If a Rule 462(b) Registration Statement is required in connection with the offering and
        sale of the Shares, the Fund has complied or will comply with the requirements of Rule
        ] 11 under the 1933 Act and the rules and regulations relating to the payment of filing
        fees thereof.


                                                 3



                                              Page 49 of 181                         Tab 7, p. 3 of 6
                                            Jt.20-Page 3                                         MKJPURDUE03462
                              f'                 I
        (ii)     Independent Accountants. The aCCOWltaJ:j.ts who certified the statement of
assets and liabilities included in the Registration Statement have confinned to the Fund
their status as independent public accountants as required by the 1933 Act and the Rules
and Regulations and the FWld and the Adviser have no reason to believe that they are not
independent public accountants.

        (iii)  Financial Statements. The statement of assets and liabilities included in
the Registration Statement and the Prospectus, together with the related notes, presents
fairly in accordance with generally accepted accoWlting principals ("GAAP") in all
material respects the financial position of the Fund at the date indicated and has been
prepared in conformity in all material respects with GAAP.    .

        (iv)    No Material Adverse Change. Since the respective dates as of wbich
infannation is given in the Registration Statement and the Prospectus. except as
othetWise stated therein, (A) there has been no material adverse change in the condition,
financial or othe~se, or in the earnings, business affairs or business prospects of the
Fund, whether or not arising in the ordinary course of business (other than as a result of
changes in market conditions generally) (a "Material Adverse Effect"), (B) there have
been no transactions entered into by the FWld, other than those in the ordinary course of
business, which are material with respect to the Fund. and (C) there has been no dividend
or distribution of any kind declared, paid or made by the Fund on any class of its capital
stock.

        (v)     Good Standing of the Fund. The Fund has been duly organized and is
validly existing as a corporation in good standing under the laws of the State of Maryland
and has the corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and to enter into and perfonn its
obligations under this Agreement; and the Fund is duly qualified as a foreign corporation
to transact business and is in good standing in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure so to qualify or to be in good standing
would not result in a Material Adverse Effect.

        (vi)   No Subsidianes. The Fund has no subsidiaries.

      (vii) Invesbnent Company Status. The FWld is duly registered with the
Commission under the 1940 Act as a diversified, closed-end management investment
company, and no order of suspension or revocation of such registration has been issued
or proceedings therefor initiated or, to the Fund's knowledge, threatened' by the
Commission.

        (viii) Officers and Directors. No person is serving or a~ting as an officer,
director or investment adviser of the Fund except in accordance with the provisions oftbe
1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), and the rules and regulations of the Commission
promUlgated under the Advisers Act (the "Advisers Act Rules and Regulations"). Except
as disclosed in the Registration Statement or Prospectus, to the Fund's knowledge after
due inquiry, no director of the Fund i~ an "interested person" (as defined in the 1940 Act)
                                          4




                                       Page 50 of 181                         Tab 7, p. 4 of 6
                                     Jt.20-Page 4                                        MK/PURDUE03463
each amendment (except any post-effective amendment required by Rule Sb-16 of the
1940 Act which is filed with the Coinmission after the later of (x) one year from the date
of this Agreement or (y) the date on which the distribution of the Shares is completed)
thereto (without exhibits) for each of the Underwriters. The copies of the Registration
Statement and each amendment thereto furnished to the Underwriters will be identical to
the electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

       (iv)    Delivery of Prospectuses. The Fund has delivered to each Underwriter,
without charge, as many copies of each preliminary prospectus as such Underwriter
reasonably requested, and the Fund hereby consents to the use of such copies for
purposes permitted by the 1933 Act. The Fund will furnish to each Underwriter, without
charge, during the period when the Prospectus is required to be delivered under the 1933
Act or the 1934 Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request. The Prospectus and any
amendments or supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.

        (v)     Continued Compliance with Securities Laws. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with sales of the
Shares, any event shall occur or condition shall exist as a result of which it is necessary,
in the reasonable opinion of counsel for the Underwriters or for the Fund, to amend the
Registration Statement or amend or supplement the Prospectus in order that the
Prospectus will not include any untrue statements of a material fact or omit to state a
material fact necessary in order to make the statements therein not misleading in the light
of the circumstances existing at the time it is delivered to a purchaser, or if it shall be
necessary, in the opinion of such counsel, at any such time to amend the Registration
Statement. or amend or supplement the Prospectus in order to comply with the
requirements of the 1933 Act or the Rules and Regulations, the Fund will promptly
 prepare and file with the Commission, subject to Section 3(a)(ii)~ such amendment or
 supplement as may be necessary to correct such statement or omission or to make the
 Registration Statement or the Prospectus comply with such requirements, and the Fund
 will furnish to the Underwriters such number of copies of such amendment or supplement
 as the Underwriters may reasonably request.

         (vi)   Blue Sky Qualifications. The Fund will use its best efforts, in cooperation
 with the Underwriters, to qualify the Shares for offering and sale under the applicable
 securities laws of such states and other jurisdictions of the United States as the
 Representatives may designate and to maintain such qualifications in effect so long as
 required for the distribution of the Shares; provided, however, that the foregoing shall not
 apply to the extent that the Shares are "covered securities" that are exempt from state
 regulation of securities offerings pursuant to Section 18 of the 1933 Act; and provided,
 further, that the Fund shall not be obligated to file any general consent to service of
 process or to qualify as a foreign corporation or as a dealer in securities in any
 jurisdiction in which it is not so qualified or to subject itself to taxation in respect of
 doing business in any jurisdiction in which it is not otherwise so subject.

                                            13


                            --·--   -------------·---
                                          Page 51 of 181                      Tab 7, p. 5 of 6
                                        Jt.20-Page 13                                    MK/PURDUE03472
        If the foregoing is in accordance with your Wlderstanding of our agreement, please sign
and return to us a counterpart hereof, whereupon this instrument, along with aU counterparts, will
become a binding agreement among the Underwriters, the Fund and the Adviser in accordance
with its tenns.

                                             Very truly yours,

                                             RMK STRATEGIC INCOME FuND, INC.

                                             By     Ck4=.f)~
                                                  Name: Charles D. Maxwell
                                                  Title: Secretary and Assistant Treasurer


                                             MORGAN AssET MANAGEMENT, INC.

                                             By:    C6.4c         D~
                                                Name: Charles D. Maxwyfl
                                               Title: Secretary and Treasurer

CONflRMED AND ACCEPTED,
   as of the date fiTSt above written:

Morgan Keegan & Company, Inc.
Advest, Inc.
BB&T Capital Markets, a division of Scott & Strj.ngfellow, Inc.
Ferris, Baker Watts, Incorporated
Legg Mason Wood Walker, Incorporated
McDonald Investments Inc., a KeyCorp Company
Oppenheimer & Co. Inc.
RBC Capital Markets Corporation
Stephens Inc.
Steme, Agee & Leach, Inc.
Stife\, Nicolaus & Company, Incorporated
SunTrust Capital Markets,Inc.
C.E. Unterberg, Towbin
Wedbush Morgan Securities mc.

By: MORGAN KEEGAN & COMPANY, INC.

By:            ..u,J'hr,.( thxvw>--
   Authorized Signatory

For itself and as Representatives of the other
      Underwriters named in Schedule A bereto.




                                                  2S


                                              Page 52 of 181                          Tab 7, p. 6 of 6
                                            Jt.20-Page 25                                      MKiPURDUE03484
TAB 8



 Page 53 of 181
                                ADMINISTRATlQN AGREEMENT


       THIS ADMINlSTRATION AGREEMENT ("Agreement") is made this 18" day of
November 2004 by and between RMK STRATEGIC INCOME FUND, INC. (the "Fund"), a
Maryland corporc1tion. having its principal place of business at Fifty North Front Street.
Memp)lis, Tennessee 38103, and MORGAN KEEGAN & COMPANY, INC. (the
"Administrator"), a Tennessee corporation. having its principal place of business at Fifty North
Front Street. Memphis. Tennessee 38103.

        WHEREAS. the Fund, a closed-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act"). wishes to
retain the Administrator to provide administrative services to the Fund; and

       WHEREAS, the Administrator is willing to furnisb such services on the             tCIlllS   and
conditions hereinafter set forth;

       NOW, THEREFORE. in consideration of the promises and mutual covenants herein
contained. it is agreed as follows:

        1.      Aooointment of the Administrator. The Fund hereby appoints the Administrator
to act as the administrator for the Fund for the period, in the manner, and on the tenus set forth in
this Agreement. The Administrator hereby accepts such appointment and agrees during such
period to render the services and to assume the obligations herein set forth. The Administrator
shall for all purposes herein be deemed to be an independent contractor and shan, except as
expressly provided or authorized (whether herein or otherwise), have no authority to act for or
represent the Fund in any way or othetWise be deemed an agent of the Fund

        2.     Administrative Services. As administrator. and subject to the supervision and
control of the Board of Directors of the Fund., the Administrator shall perform (or supervise the
perfonnance by others) and will provide facilities. equipment and personnel, to carry out the
fonowing administrative services [or operation ofthc business and affairs of the Fund:

        (i)       furnish without cost to the Fund, or pay the cost of, such office space, office
                  equipment and office facilities as are adequate for the needs of the Fund;

         (ii)     provide, without remuneration from or other cost to the Fund,. the services of
                  individuals competent to perfonn all of the executive, administrative and"clerical
                  functions of the Fund that are not performed by employees or other agents
                  engaged by the Fund or by the Administrator acting in some other capacity
                  pursuant to a separate agreement or arrangement with the Fund;

         (iii)    assist the Fund in selecting and coordinating the activities of the other agents
                  engaged by the Fund, including the Fund's dividend disbursing agent, custodian,
                  independent public accountants and legal counsel;

         (iv)     authorize and pennit the Administrator"s directors, officers or employees who


iX:-611049Y2 030761 S~IOO




                                               Page 54 of 181                         Tab 8, p. 1 of 4
                                             Jt.22-Page 1                                           MKJPURDUE03491
                 may be elected or appointetl as officers of the Eund or directors of the Fund to
                 serve in such capacities, without remuneration from or other cost to the Fund;

       (v)       assUIe that all financial, accounting and other records required to be maintained
                 and preservcd by the Fund are inaintained and preserved by it or on its behalf in
                 accordance with applicable laws and regulations;

        (vi)     assist in the preparation of (but not pay for) all periodic reports by the Fund to
                 stockholders of the Fund and all reports and filings requir~ to maintain the
                 registration, qualification and listing on a national securities exchange of the Fund
                 and the shares of the Fund, or to meet other regulatory or tax requirements
                 applicable to the Fund or the shares of the Fund. under federal and state securities
                 and tax laws;

        (vii)    respond to telephonic and in-peISOn inquiries from existing stockholders or their
                 representatives requesting infonnation regarding matters such as stockholder
                 account or transaction status, net asset value of Fund shares, and Fund
                 performance, Fund services, plans and options, Fund investment policies~ Fund
                 portfolio holdings, and Fund distributions and classification thereof for tax
                 pwposes;

        (viii)   handle stockholder complaints and correspondence directed to or brought to the
                 attention of the Administrator; generate or develop and distribute special data.
                 notices, reports, programs and literature required by large stockholders, by
                 stockholders with specialized infonnational needs, or by stockholders generally in
                 light of developments, such as changes in tax laws; and

        (ix)     provide such other services required by the FWld as the parties may from time to
                 time agree in writing are appropriate to be provided under this Agreement.

       3.      Books and Records. The Administrator shall maintain customary records in
connection with its duties as specified in this Agreement. Any records required to be maintained
and preserved. pursuant to Rules 31a-l and 31a-2 under the 1940 Act which are prepared or
maintained by the Administrator on behalf of the Fund shall be the property of the Fund and will
be made available or surrendered to the FWld promptly upon request. hi the case of any request
or demand for the inspection of such records by another party, the Administrator shall notify the
Fund and follow the Fund's instructions as to pennitting or refusing such inspection.

         4.      Reports. The Administrator shall furnish to or place at the diS(X>sal of the Fund
  such infonnation, evaluations, analyses and opinions fotnlulated or obtained by the
  Administrator in the discharge of its duties as the FWld may, from time to time, reasonably
  request. The Fund shall furnish the Administrator with such documents and infonnation with
. regard to its affairs as the Administrator may, at any time or from time to time, reasonably
  request in order to discharge its obligations under this Agreement.

        S.       Fund Personnel.      The Administrator agrees to permit individuals who are



                                                   2


                            .. -   _._- - - -- -
                                               Page 55 of 181                          Tab 8, p. 2 of 4
                                             Jt.22-Page 2                                          MKJPURDUE03492
                                                    I
directors, officers or employees of the Administrator to serve (if duly appointed or elected) as
directors, officers or employees of the Fund, without remuneration from or other cost to the
Fund.

        6.      EXDcnses. The Administrator shall be responsible for expenses incurred in
providing office space. equipment and personnel as may be necessary or convenient to provide
administrative services to the Fund, including the payment of all fees. expenses and salaries of
the directors, officers or employees of the Fund who are directors, officers or employees of the
Administrator. The Fund shall bear the expense of its operation. except those specrnca1ly
allocated to the Administrator under this Agreement or under any separate agreement between
the Fund and the Administrator. Subject to any separate agreement or arrangement between the
Fund and the Administrator. the expenses hereby allocated to the Fund, and not to the
Administrator, include, but are not limited to: (i) organizational expenses; (ii) legal and audit
expenses; (iii) borrowing expenses; (iv) interest; (v) taxes; (vi) governmental fees; (vii) fees,
voluntary assessments and other expenses incurred in cormection with membership in invesbnent
company organizations; (viii) the cost (including brokerage commissions or charges, if any) of
securities pW'Chased or sold by the Fund and any losses incurred in connection therewith; (ix)
fees of custodians. transfer agents, registrars or other agents; (x) expenses of preparing share
certificates; (xi) expenses relating to the redemption or repurchase of shares; (xii) expenses of
registering and qualifying shares for sale under applicable federal law and maintaining such
registrations and qualifications; (xiii) expenses of preparing, setting in print, printing and
distributing prospectuses, proxy statements, reports. notices and dividends to stockholders; (xiv)
cost of stationery; (xv) costs of stockholders and other meetings of the Fund; (xvi) compensation
and expenses of the independent directors of the Fund: (xvii) the Fund's portion of premiums of
any fidelity bond and other insurance covcring the Fund and its officers and directors; and (xviii)
the fees and other expenses of listing and maintaining the Fund's shares on the New York Stock
Exchange or any other national stock exchange.

        7.      Comoensation. As compensation for the services performed hereunder, the
Administrator shall receive from the Fund an administration fee at the annual rate of 0.15% of
the Fund's average daily total assets minus liabilities (other than the aggregate indebtedness
entered. into for purposes of leverage) ("Managed Assets"). This administration fee shall be
payable monthly as soon as practicable after the last day of each month based on the average of
the daily values placed on the Managed Assets of the Fund as detennined at the close of business
on each day throughout the month. The Managed Assets of the Fund wiU be valued as of the
close of regular trading on the New York Stock Exchange (currently 4:00 p.m .• Eastem time) on
each business' day throughout the month or, if the Fund lawfully determines the value of its
Managed Assets as of some other time on each business day. as of such time. The first payment
of such fee shall be made as promptly as possible at the end of the month next succeecling the
effective date of this Agreement In the event that the Administrator's right to such fee
commences on a date other than the first day of the month. the fee for such month shall be based
on the average daily Managed Assets of the Fund in that period from the date of commencement
to the last day of the month. If the Fund determines the value of its Managed Assets more than
once on any business day, the last such determination on that day shall be deemed to be the sole
detennination on that day. The value of the Managed Assets shall be detennined pursuant to the
applicable provisions of the Fund's Articles of Incorporation, its By-Laws and the 1940 Act. If,


                                                 3



                                            Page 56 of 181                         Tab 8, p. 3 of 4
                                          Jt.22-Page 3                                        MKiPURDUE03493
       IN WITNESS WHEREOf the pies have ~aused., this instrument to be signed. on their
behalf by their respective officers thereunto duly authorized. all "as of the date first written above.



                                               RMK STRATEGIC INCOME FUND, INC.

                                               BY~           f) /7lavy01
                                                Name: Charles D. Maxwell
                                                  Title: Secretary and Assistant Treasurer


                                               MORGAN KEEGAN & COMPANY, INC.


                                               BY£&tIC~D.2~&1j
                                                   Title: Assistant Treasurer   d Assistant Secretary




                                                   7



                                              Page 57 of 181                           Tab 8, p. 4 of 4
                                            Jt.22-Page 7                                           MK/PURDUE03497
TAB 9



 Page 58 of 181
                            ADDITIONAL COMPENSATION AGREEMENT

        ADDmONAL COMPENSATION ACRUMENT (the " Agreement"), dated as of March 18, 2004,
between Morgan Asset Management, Inc. (the "lnvestment Advisor'') and Morgan Keegan & Company.
Inc. ("Morgan Keegan'").

      WR£R£AS, RMK Stnttegic Income Fund, Inc. (the "Ftmd") is a newly-organized, diversified,
c1osed~d  management investment company registered under the Investment Company Act of 1940, as
amended, and ita common shares are registered under the Securities Act of 1933. as amended;

        WHEREAS, Morgan Keegan is acting as lead undetwriter in an offering (the "OtTering', of the
Fund's conunon shares;

       WHEREAS, the Investment Advisor desires to provide additional compensation to Morgan
Keegan for acting as lead underwriter in the Offering; and

         WHEREAS, the Invesbnent Advisor desires to retain Morgan Keegan to provide after-market
support services designed to maintain the visibility of the Fund on an ongoing basis, and Morgan Keegan
is willing to render such services.

         NOW, THEREFORE, in consideration of the mutual terms and conditions set forth below. the
parties hereto agree as follows :

        SECDON 1.

        (a)     The Investment Advisor hereby employs Morgan Keegan, for the period and on the tenns
and conditions set forth herein, to provide the following services at the reasonable request of the
Investment Advisor: (i) to provide after-market support services designed to maintain the visibility of the
Fund on an ongoing basis; (ii) to provide relevant infonnation, studiC1 or reports regarding general trends
in the closed-end investment company and asset management industries, if reasonably obtainable, and
consult with representatives of the Investment Advisor in connection therewith; and (iii) to provide
infonnation to and consult with the Investment Advisor with respect to applicable strategies designed to
address market value discounts, if any.

        (b)     At the request of the Investment Advisor, Morgan Keegan shall limit or cease any action
or service provided hereunder to the extent and for the time period requested by the Investment Advisor;
provided, however, that pending tennination of this Agreement as provided for in Section S hereof. any
such limitation or cessation shall not relieve the Investment Advisor of its payment obligations punuant
to Section 2 hereof.

        (c)    Morgan Keegan will promptly notify the Investment Advisor if it learns of any matcriaI
inaccuracy or misstatement in, or material omission from. any written information. as of the date such
infonnatiop was published. provided by Morgan Keegan to the: InvesUDCnt Advisor in connection with the
performance of semccs by Morgan Keegan under this Agreement.

         SECTION Z. TIle Investment Advisor shall pay Morgan Keegan a fee payable quarterly at an
armualizcd rate of 0.10% of the Fund's managed assets (the "Additional Fcc") for a term as descnbc:d in
Section S hereof; provided that, the total amount of the Additional Fee payable by the Investment Advisor
hereunder, plus the amount of any expense reimbursement payable by the Investment Advisor or the Fund
to the Underwriters pursuant to the Undenvriting Agreement (defined below), will not exceed 4.5% of the
total priee to the public ("Maximum Compensation Amount'') of the Fund's common shares (including all


                                                     1




                                                 Page 59 of 181                            Tab 9, p. 1 of 2
                                                Jt.21-Page 1                                            MKJPURDUE03498
      IN WITNESS WHEREOF, the parties hereto have duly executed this Additional Compensation
Agreement as of the date ftrSt above written.



                                                   MORGAN KEEGAN &: COMPANY, INC.


                                                   ~~D8M11.~
                                                   Title: Managing Director


                                                   MORGAN AssETMANAG

                                                   By:~Mi:-~1~~
                                                     Carter
                                                   Name:         E. Anthony
                                                   Title: President




                                               4
5053595.2




                                           Page 60 of 181                       Tab 9, p. 2 of 2
                                          Jt.21-Page 4                                    MKiPURDUE03501
TAB 10



  Page 61 of 181
                           RMK Advantage [Dcome Fund, [oc.
                                    (a Maryland Corporation)
                              24,000,000 Shares o[Common Stock
                                   Par Value $.0001 Per Share

                                   UNDERWRITING AGREEMENT

                                        November 8, 2004

Morgan Keegan & Company, me.
Legg Mason Wood Walker, Incorporated
Oppenheimer & Co., Inc.
RBC Capital Markets Corporation
Stifel, Nicolaus & Company. Incorporated
SunTrust Capital Markets, Inc.
Advest. Inc.
BB&T Capital Markets, a division of Scott & Stringfellow, Inc.
Stephens Inc.
Wedbush Morgan Securities, lnc.
  clo Morgan Keegan & Company, Inc.
     50 North Front Street, 19lh Floor
     Memphis, TN 38103

Ladies and Gentlemen:

       RMK Advantage Income Fund, Inc., a Maryland corporation (the "Fund"), and the
Fund's investment adviser, Morgan Asset Management, Inc., a .Tennessee corporation (the
"Adviser"), each confinns its agreement with Morgan Keegan & Company, Inc. ("Morgan
Keegan") and Legg Mason Wood Walker, Incorporated, Oppenheimer & Co., Inc. , RBe Capital
Markets Corporation, Stifel, Nicolaus & Company, Incorporated, SunTrust Capital Markets. Inc.,
Advest, Inc., BB&T Capital Markets, a divi::;ion of Scott & Stringfellow, Inc., Stephens Inc.,
Wedbush Morgan Securities, inc. and each of the other Underwriters named in Schedule A
hereto (cotlectively, the "Underwriters"), for whom Morgan Keegan and Legg Mason Wood
Walker, Incorporated, Oppenheimer & Co. Inc., RBe Capital Markets Corporation, Stifel.
Nicolaus & Company, Incorporated, SunTrust Capital Markets, Inc., Advest, Inc., BB&T Capital
Markets, a division of Scott & Stringfellow, Inc., StephenS, Inc., Wedbush Morgan Securities,
Inc. are acting as representatives (in such capacity, the "Representatives" ), with respect to the
issue and sale by the Fund and the purchase by the Underv.'riters, acting severally and not jointly,
of the respective number of shares of common stock, par value $.0001 per share, of the Fund
("Common Shares") set forth in Schedule A hereof, and with respect to the grant by the Fund to
the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof
to purchase all or any part of 3,600,000 additional Common Shares to cover over-allotments, if
any. The aforesaid 24,000,000 Cornman Shares (the "Primary Shares") to be purchased by the
Underwriters and all or any part of the 3,600,000 Common Shares subject to the option described
in Section 2(b) hereof (the "Option Shares") are collectively referred to as the "Shares."

       The Fund understands that the Underwriters propose to make a public offering of the
Shares as soon as the Representatives deem advisable after this Agreement has been executed
and delivered.


                                              Page 62 of 181                       Tab 10, p. 1 of 6
                                             Jt.23-Page 1                                       MKJPURDUE03502
                                                      [
        The Fund has filed with the Securities and Exchahge Conunission (the "Commission") a
registration statement on Fonn N-2 (File Nos. 333-118846 and 811-21631) covering the
registration of the Shares under the Securities Act of 1933, as amended (the "1933 Act"),
including the related preliminary prospectus or prospectuses, and a notification on Fonn N-SA of
registration of the Fund as an investment company under the Investment Company Act of 1940,
as amended (the "1940 Act"), and the rules and regulations of the Commission under the 1933
Act and the 1940 Act (the "Rules and Regulations"). Promptly after execution and delivery of
this Agreement, the Fund will either (i) prepare and file a prospectus in accordance with the
provisions of Rule 430A ("Rule 430A") and paragraph (e) or (h) of Rule 497 ("Rule 497") under
the 1933 Act or (ii) if the Fund has elected to rely upon Rule 434 ("Rule 434") under the 1933
Act, prepare and tile a tenn sheet (a "Tenn Sheet") in accordance with the provisions of Rule
434 and Rule 497. The infoIDlation included in any such prospectus, that was omitted from such
registration statement at the time it became effective but that is deemed to be part of such
registration statement at the time it became effective, if applicable, (a) pursuant to paragraph (b)
of Rule 430A is referred to as "Rule 430A lnfonnation" or (b) pursuant to para,graph (d) of Rule
434 is referred to as "Rule 434 Information." Each prospectus used before such registration
statement became effective, and any prospectus that omitted, as applicable, the Rule 430A
Infannalion or the Rule 434 fnfonnation, that was used after such effectiveness and prior to the
execution and delivery of this Agreement, including in each case any statement of additional
infonnation incorporated therein by reference, is herein called a "preliminary prospectus." Such
registration statement, including the exhibits and schedules thereto at the time it became effective
and including the Rule 430A Infonnation or the Rule 434 Infonnation, as applicable, is herein
called the "Registration Statement." Any registration statement filed pursuant to Rule 462(b)
under the 1933 Act is herein referred to as the "Rule 462(b) Registration Statement," and the
term "Registration Statement" shall include any Rule 462(b) Registration Statement that shall
have been filed. The final prospectus in the form first fUll1.ished to the Underwriters for use in
connection with the offering of the Shares, including the statement of additional infonnalion
incorporated therein by reference, is herein called the "Prospectus." If Rule 434 is relied on, the
term "Prospectus" shall refer to the preliminary prospectus, including the statement of additional
infonnalion incorporated therein by reference, together with the Tenn Sheet and all references in
this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. For
purposes of this Agreement, all references to the Registration Statement, any preliminary
prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the
foregoing shall be deemed to include the copy filed with the Commission pursuant to its
Electronic Data Gathering, Analysis and Retrieval system ("EDGAR").

       All references in this Agreement to financial statements and schedules and other
information which is "contained," "included" or "stated" in the Registration Statement, any
preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other information which arc
incorporated by reference in the Registration Statement, any preliminary prospectus or the
Prospectus, as the case may be.

                  SECTION I. REPRESENTATIONS AND WARRANTIES.

      (a)     Representations and Warranties by the Fund and the Adviser. The Fund and the
Adviser represent and warrant to each UndelWriter as of the date hereof, as of the Closing Time

                                                 2
                                              Page 63 of 181                       Tab 10, p. 2 of 6
                                             Jt.23-Page 2                                      MK/PURDUE03503
referred to in Section 2(c) hereof, and ~ of each Date of Delivery (if any) referred to in Section
2(b) hereof, and agree with each Underwriter, as follows:

              (i)     Compliance with Registration Requirements. Each of the Registration
       Statement and any Rule 462(b) Registration Statement has become effective under the
       1933 Act and no stop order suspending the effectiveness of the Registration Statement or
       any Rule 462(b) Registration Statement has been issued under the 1933 Act, or order of
       suspension or revocation ofregistration pursuant to Section 8(e) of the 1940 Act, and no
       proceedings for any such purpose, have been instituted or are pending or, to the
       knowledge of the Fund or the Adviser, are contemplated by the Commission, and any
       request on the part of the Commission for additional information has been complied with.

       At the respective times the Registration Statement, any R~le 462(b) Registration
       Statement and any post-effective amendment thereto (filed before the Closing Time)
       became effective and at the Closing Time, as hereinafter defined (and, if any Option
       Shares are purchased, at the Date of Delivery), the Registration Statement, the Rule
       462(b) Registration Statement, the notification of Form N-SA and all amendments and
       supplements thereto complied and will comply in all material respects with the
       requirements of the 1933 Act, the 1940 Act and the Rules and Regulations and did not
       and will not contain an untrue statement ofa material fact or omit to state a material fact
       required to be stated therein or necessary to make the statements therein not misleading.
       Neither the Prospectus nor any amendment or supplement thereto, at the time the
       Prospectus or any such amendment or supplement was issued and at the Closing Time
       (and, if any Option Shares are purchased, at the Date of Delivery), included or will
       include an untrue statement of a material fact or omitted or will omit to state a material
       fact necessary in order to make the statements therein, in the light of the circumstances
       under which they were made, not misleading. If Rule 434 is used, the Fund will comply
       with the requirements of Rule 434 and the Prospectus shall not be "materially different,"
       as such tenn is used in Rule 434, frOIl1 the prospectus included in the Registration
       Statement at the time it became effective. The representations and warranties in this
       subsection shall not apply to statements in or omissions from the Registration Statement
       or Prospectus made in reliance upon and in confonnity with information furnished to the
       Fund by or on behalf of any Underwriter for use in the Registration Statement or
       Prospectus.

       Each preliminary prospectus and the prospectus filed as part of the Registration
       Statement as originally filed or as part of any amendment thereto, or filed pursuant to
       Rule 497 under the 1933 Act, complied when so filed in all material respects with the
       Rules and Regulations and each preliminary prospectus and the Prospectus delivered to
       the Underwriters for use in connection with this offering was identical to the
       electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
       except to the extent permitted by Regulation S-T.

       If a Rule 462(b) Registration Statement is required in connection with the offering and
       sale of the Shares, the Fund has complied or will comply with the requirements of Rule
       III under the 1933" Act and the rules and regulations relating to the payment of filing
       fees thereof.


                                                3
                                             Page 64 of 181                      Tab 10, p. 3 of 6
                                            Jt.23-Page 3                                      MK/PURDUE03504
        (ii)      Independent Accountants". The accountants who certified the statement of
assets and liabilities included in the Registration Statement have con finned to the Fund
their status 3.<; independent public accountants as required by the 1933 Act and the Rules
and Regulations and the Fund and the Adviser have no reason to believe that they are not
independent public accountan(s.

         (iii)  Financial Statements. The statement of assets and liabilities included in
the Registration Statement and the Prospectus, together with the related notes, presents
f<iirly in accordance with generally accepted accounting principals ("GAAP") in all
material respects the financial position of the Fund at the date indicated and has been
prepared in conformity in all material respects with GAAP.

        (iv)    No Material Adverse Change. Since the respective dates as of which
infotmation is given in the Registration Statement and the Prospectus, except as
othelWise stated therein, (A) there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business prospects of the
Fund, whether or not arising in the ordinary course of business (other than as a result of
changes in market conditions generally) (a "Material Adverse Effect''), (8) there have
been no transactions entered into by the Fund, other than those in the ordinary course of
business, which are material with respect to the Fund, and (e) there has been no di vidend
or distribution of any kind declared, paid or made by the Fund on any class of its capital
stock.

        (v)     Good Standing of the Fund. The Fund has been duly organized and is
validly existing as a corporation in good standing under the laws of the Slate of Maryland
and has the corporate power and authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus and to enter into and perfom) its
obligations under this Agreement; and the Fund is duly qualified as a foreign corporation
to transact business and is in good standing in each other jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of property or the
conduct of business, ex.cept where the failure so to qualify or to be in good standing
would not result in a Material Adverse Effect.

       (vi)    No Subsidiaries. The Fund has no subsidiaries.

      (vii)   lnvestment Company Status. The Fund is duly registered with the
Conunission under the 1940 Act as a diversified, c1osed·end management investment
company, and no order of suspension or revocation of such registration has been i!>!>ued
or proceedings therefor initiated · or, to the Fund's knowledge, threatened by the
Commission.

        (viii) Officers and Directors. No person is serving or acting as an officer,
director or investment adviser of the Fund except in accordance with the provisions of the
1940 Act and the Rules and Regulations and the Investment Advisers Act of 1940, as
amended (the "Advisers Act"), and the rules and regulations of the Commission
promulgated under the Advisers Act (the "Advisers Act Rules and Regulations"). Except
as disclosed in the Registration Statement or Prospectus, to the Fund's knowledge after

                                         4

                                      Page 65 of 181                      Tab 10, p. 4 of 6
                                    Jt.23-Page 4                                      MK/PURDUE03505
(including exhibits fileq therewith of incorporated.by reference therein) and signed copies
of all consents and certificates of experts; aitd will also deliver to the Representatives,
without charge, a conformed copy of the Registration Statement as originally filed and of
each amendment (except any post-effective amendment required by Rule 8b-16 of the
1940 Act which is filed with the Commission after the later of (x) one year from the date
of this Agreement or (y) the date on which the distribution of the Shares is completed)
thereto (without exhibits) for each of the Underwriters. The copies of the Registration
Statement and each amendment thereto furnished to the Underwriters will be identical to
the electronically transmitted copies thereof filed with the Commission pursuant to
EDGAR, except to the extent permitted by Regulation S-T.

        (iv)    Delivery of Prospectuses. The Fund has delivered to each Underwriter,
without charge, as many copies of each preliminary prospectus as such Underwriter
reasonably requested, and the Fund hereby consents to the use of such copies for
purposes permitted by the 1933 Act. The Fund will furnish to each Underwriter, without
charge, during the period when the Prospectus is requfred to be delivered under the 1933
Act or the 1934 Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request. The Prospectus and any
amendments or supplements thereto furnished to the Underwriters will be identical to the
electronically transmitted copies thereof filed with the Commission pursuant to EDGAR,
except to the extent permitted by Regulation S-T.

        (v)     Continued Compliance with Securities Laws. If at any time when a
prospectus is required by the 1933 Act to be delivered in connection with sales of the
Shares, any event shall occur or condition shall exist as a result of which it is necessary,
in the reasonable opinion of counsel for the Underwriters or for the Fund, to amend the
Registration Statement or amend or supplement the Prospectus in order that the
Prospectus will not include any untrue statements of a material fact or omit to state a ·
material fact necessary in order to make the statements therein not misleading in the light
of the circumstances existing at the time it is delivered to a purchaser, or if it shall be
necessary, in the opinion of such counsel, at any such time to amend the Registration
Statement or amend or supplement the Prospectus in order to comply with the
requirements of the 1933 Act or the Rules and Regulations, the Fund will promptly
prepare and file with the Commission, subject to Section 3(a)(ii), such amendment or
supplement as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements, and the Fund
will furnish to the Underwriters such number of copies of such amendment or supplement
as the Underwriters may reasonably request.

        (vi)    Blue Sky Qualifications. The Fund will use its best efforts; in cooperation
with the Underwriters, to qualify the Shares for offering and sale under the applicable
securities laws of such states and other jurisdictions of the United States as the
Representatives may designate and to maintain such qualifications in effect so long as
required for the distribution of the Shares; provided, however, that the foregoing shall not
apply to the extent that the Shares are "covered securities" that are exempt from state
regulation of securities offerings pursuant to Section 18 of the 1933 Act; and provided,
further, that the Fund shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation or as a dealer in securities in any

                                         13
                                      Page 66 of 181                      Tab 10, p. 5 of 6
                                   Jt.23-Page 13                                       MK/PURDUE03514
                              cu                  I
                                                                  r
                                          Very truly   yO UfS,


                                          Rl\lK ADVANTAGE INCOME FuND,INC.


                                          BY:Name:
                                              ~B~  Charles D. Max ell
                                             Title: Secretary and AssIstant Treasurer


                                          MORGAN ASSET MANAGEMENT, INC.

                                          By:~.~-&/f~
                                             Name: Charles D. Maxw611
                                             Title: Secretary and Treasurer

COJ'l.'FlRM[O AND ACCEPn: D,
  as of the dale ftrst above written:

Morgan Keegan & Company. Inc.
Legg Mason Wood Walker, lncOIporated
Oppenheimer & Co. Inc.
RBe Capital Markets Corporation
Stifel, Nico laus & Company, Incorporated
SunTNst Capital Markets, mc.
Advest, Inc.
BB&T CapitaLMarkets. a division ofScotl & Stringfellow, Inc.
Stephens Inc.
Wedbush Morgan Securities Inc.


By: MORGAN KEEGAN & COMPANY, INC.


By:   'h.cpJ~\.L ~
           si ory
   Authorized

For itself and as Representatives of the other
      Underwriters named in Schedule A hereto.




                                             26
                                         Page 67 of 181                       Tab 10, p. 6 of 6
                                        Jt.23-Page 26                                   MKiPURDUE03527
TAB 11



  Page 68 of 181
                          ADDITIONAL COMPENSA'fJON AGREEMENT



       ADDITIONAL COMPENSATION AGREEMENT (the "Agreement"). dated as of November
12, 2004, between Morgan Asset Management, Inc. (the "Investment Advisor") and Morgan
Keegan & Company, Inc. ("Morgan Keegan").

        WHEREAS, RMK Adyantage Income Fund, Inc. (the "Fund") is a newly organized,
diversified, closed-end management investment company registered under the 1nvestment
Company Act of 1940, as amended, and its shares of common stock (the "Common Shares") arc
registered under the Securities Aet of 1933, as amended;

       WHEREAS, Morgan Keegan is acting as lead undelWriter in an offering (the "Offering")
ofthe Fund':!> Common Shares;

      WHEREAS, the Investment Advisor desires to provide additional compensatioll to Morgan
Keegan for acting as lead underwriter in the Offering; and

       WHEREAS, the Investment Advisor desires to retain Morgan Keegan to provide after-
market support services designed to maintain the visibility of the Fund on an ongoing basis, and
Morgan Keegan is wi lling to render such services.

        Now, TUEREFORE, in consideration of the mutual terms and conditions set forth below,
the parties hereto agree as follows:

        SECTION 1.

          (a)    The Investment Advisor hereby employs Morgan Keegan, for the period and on
 the tenns and conditions set forth herein, to provide the following services at the reasonable
 request of the Investment Advisor: (i) to provide after-market support services designed to
 maintain the visibility of the Fund on an ongoing basis; (ii) to provide relevant information,
  stlldies or reports regarding general trends in the closed-end investment company and asset
  management industries, if reasonably obtainable, and consult with representatives of the
. Investment Advisor in connection therewith; (iii) to provide information to and consult w ith the
  Investment Advisor with respect to applicable strategies designed to address market value
  discounts, if any; and (iv) to provide assistance with answering questions from broker-dealers
  and investors concerning the Fund.

         (b)    At the request of the Investment Advisor, Morgan Keegan shall limit or cease any
 action or service provided hereunder to the extent and for the time period requested by the
 Investment Advisor; provided, however, that pending tennination of this Agreement as provided
 for in Section 5 hereof, any such limitation or cessation shall not relieve the Investment Advisor
 of its payment obligations pursuant to Section 2 hereof.

        (c)     Morgan Keegan will promptly notify the Investment Advisor if it learns of any
 material inaccuracy or misstatement in, or material omission from, any written information, as of




                                           Page 69 of 181                        Tab 11, p. 1 of 2
                                          Jt.24-Page 1                                         MKiPURDUE03534
                                        l-
     IN WITNESS WHEREOF, the parties hereto have duly executed this Additional
Compensation Agreement as of the date first above written.



                                             MORGAN KEEGAN & COMPANY, INC.


                                             BY:Rn~~
                                             Name: Bradley arber
                                             Title: Senior Vice President


                                             MORGAN AsSET MANAGEMENT, INC.


                                             BY:&u.4       [)~
                                             Name: Charles D. Maxw?1I
                                             Title: Secretary and Treasurer




                                        5
 5066154. 1




                                 Page 70 of 181                        Tab 11, p. 2 of 2
                                Jt.24-Page 5                                    MK/PURDUE03538
TAB 12



  Page 71 of 181
                                ADMINISTRATION AGREEMENT


       THIS ADMINISTRATION AGREEMENT ("Agreement") is made this 18" day of
November 2004 by and between RMK ADVANTAGE INCOME FUND, INC. (the "Fund"), a
Maryland corporation. having its principal place of business at Fifty North Front Street,
Memphis, Tennessee 38103, and MORGAN KEEGAN & COMPANY, INC. (the
"Administrator"). a Tennessee corporation, having its principal place of business at Fifty North
Front Street, Memphis. Termessee 38103.

        WHEREAS, the Fund, a closed-end, diversified management investment company
registered under the lnvestment Company Act of 1940, as amended (the " 1940 Act"), wishes to
retain the Administrator to provide administrative services to the Fund; and

       WHEREAS, the Administrator is willing to furnish such services on the terms and
conditions hereinafter st.!t forth;

       NOW, THEREFORE, in consideration of the promises and mutual covenants herein
contained, it is agreed a.. follows:

         1.     Appointmcnt of the Administrator. The Fund hereby appoints the Admi nistrator
to act as the admi nistrator for the FWld for the period, in the manner, and on the terms set forth in
this Agreement. The Administrator hereby accepts such appointment and agrees during such
period to render the services and to assume the obligations herein set forth. The Administrator
shall for all purposes hcrein be deemed to be an independent contractor and shall, except as
expressly provided or authorized (whether herein or otherwise), have no authority to act for or
represent the Fund in any way or otherwise be deemed an agent of the Fund

        2.     Administrative Services. As administrator, and subject to the supervision and
control of the Board of Directors of the Fund, the Administrator shall perform (or supervise the
perfonnance by others) and will provide facilities, equipment and personnel to cany out the
following administrative services for operation of the business and affairs of the Fund:

        (1)       furnish without cost to thc Fund, or pay the cost of, such office space. office
                  equipment and office facilities as are adequate for the needs of the Fund;

         (ii)     provide, without remuneration from or other cost to the FWld, the services of
                  individuals competent to perfonn all of the executive, administrative and clerical
                  functions of the Fund that are not perfonned by employees or other agents
                  engaged by the Fund or by the Administrator acting in some other capacity
                  pursuant to a separate agreement or arrangement with the Fund;

         (iii)    assist the Fund in se lecting and coordinating the activities of lite other agents
                  engaged by the Fund, including the Fund's dividend disbursing agent, custodian,
                  independent public accountants and legal counsel;

         (iv)     authorize and permit the Administrator's directors, officers or employees who


OC-672759 v2 0)07977.0]00




                                             Page 72 of 181                          Tab 12, p.1 of 4
                                            Jt.25-Page 1                                          MKIPURDUE03539
                may be elected or appointed as officers    hfthe Fun~ or directors of the Fund to
                serve in such capacities, without remuneration from or other cost to the Fund;

       (v)      assure that all financial, accounting and other records required to be maintained
                and preserved by the Fund are maintained and preserved by it or on its behalf in
                accordance with applicable laws and regulations;

       (vi)     assist in the preparation of (but not pay for) all periodic r.eports by the Fund to
                stockholders of the Fund and aU reports and filings required to maintain the
                registration, qualification and listing on a national securities exchange of the Fund
                and the shares of the Fund, or to meet other regulatory or tax requirements
                applicable to the Fund or the shares of the Fund, under federal and state securities
                and tax laws;

       (vii)    respond to telephonic and in-person inquiries from existing stockholders or their
                representatives requesting infonnation regarding matters such as stockholder
                account or transaction status, net asset value of Fund shares, and Fund
                perfonnance, Fund services, plans and options, Fund investment policies, Fund
                portfolio holdings, and Fund distributions and classification thereof for tax
                purposes;

       (viii)   handle stockholder complaints and correspondence directed to or brought to the
                attention of the Administrator; generate or develop and distribute special data,
                notices, reports, programs and literature required by large stockholders, by
                stockholders with specialized informational needs, or by stockholders generally in
                light of developments, such as changes in tax laws; and

       (ix)     provide such other services required by the Fund as the parties may fTOm time to
                time agree in writing are appropriate to be provided under this Agreement.

       3.     Books and Records. The Administrator shall maintain customary records 10
connection with i~s duties as specified in this Agreement. Any records required to be maintained
and preserved pursuant to Rules 31a-1 and 31a-2 under the 1940 Act which are prepared or
maintained by the Administrator on behalf of the Fund shall be the property of the Fund and will
be made available or surrendered to the Fund promptly upon request. In the case of any request
or demand for the inspection of such records by another party, the Administrator shall notify the
Fund and follow the Fund's instructions as to pcnnitting or refusing such inspection.

        4.     Reports. The Administrator shall furnish to or place at the disposal of the Fund
such information, evaluations, analyses and opinions formulated or obtained by the
Administrator in the discharge of its duties as the Fund may, from time to time, reasonably
request. The Fund shall fumish the Administrator with such documents and infonnation with
regard to its affairs as the Administrator may, at any time or from time to time, reasonably
request in order to discharge its obligations under this Agreement.

       5.       Fund Personnel.      The Administrator agrees to pennit individuals who are



                                                  2



                                           Page 73 of 181                          Tab 12, p.2 of 4
                                          Jt.25-Page 2                                         MK/PURDUE03540
                                                  I
directors, officers or employees of the Administrator to serve (if duly appointed or electtxl) as
directors, officers or employees of the Fund. without remuneration from or other cost to the
Fund.

        6.       Expenses. The Administrator shall be responsible for expenses incurred in
providing office space, equipment and personnel as may be necessary or convenient to provide
administrative services to the Fund. including the payment of all fees, expenses and salaries of
the directors, officcrx or employees of the Fund who are directors, officers or employees of the
Administrator. The Fund shall bear the expense of its operation, except those specifically
allocated to the Administrator under this Agreement or under any separate agreement between
the Fund and the Administrator. Subject to any separate agreement or arrangement between the
Fund and the Administrator, the expenses hereby allocated to the Fund, and not to the
Administrator, include, but arc not limited to: (i) organizational expenses; (ii) legal and audit
expenses; (iii) borrowing expenses; (iv) interest; (v) taxes; (vi) governmental fees; (vii) fees,
voluntary assessments and other expenses incurred in connection with membership in investment
company organizations; (viii) the cost (including brokerage commissions or charges, if any) of
securities purchased or sold by the Fund and any losses incurred in connection therewith; (ix)
fees of custodians, transfer agents, registrars or olher agents; (x) expenses of preparing share
certificates; (xi) expenses relating to the redemption or repurchase of shares; (xii) expenses of
registering and qualifying shares for sale under applicable federal law and maintaining such
registrations and qualifications; (xiii) expenses of preparing. setting in print, printing and
distributing prospectuses, proxy statements, reports, notices and dividends to stockholders; (xiv)
cost of stationery; (xv) costs of stockholders and other meetings of the Fund; (xvi) compensation
and expenses of the independent directors of the Fund; (xvii) the Fund's portion of premiums of
any fidelity bond and other insurance covering the Fund and its officers and directors; and (xviii)
the fees and other expenses of listing and maintaining the Fund's shares on the New York Stock
Exchange or any other national stock exchange.

        7.      Compensation. As compensation for the services perfonned hereunder, the
Administrator shall receive from the Fund an administration fee at the annual rate of 0.15% of
the Fund's average daily total assets minus liabilities (other than the aggregate indebtedness
entered into for purposes of leverage) ("Managed Assets"). This administration fee shall be
payable monthly as soon as practicable after the last day of each month based on the average of
the daily values placed on the Managed Assets of the Fund as determined at the close of business
on each day throughout the month. The Managed Assets of the Fund will be valued as of the
close of regular trading on the New York Stock Exchange (currently 4:00 p.m., Eastern time) on
each business day throughout the month or, if the Fund lawfully determines the value of its
Managed Assets as of some other time on each business day, as of such time. The first payment
of such fee shall be made as promptly as possible at the end of the month next succeeding the
effective date of this Agreement. In the event that the Administrator's right to such fee
commences on a date other than the first day of the month, the fee for such month shall be based
on the average daily Managed Assets of the Fund in that period from the date of commencement
to the last day of the month. If the Fund detennines the value of its Managed Assets more than
once on any business day, the last such determination on that day shall be deemed to be the sole
detennination on that day. The value of the Managed Assets shall be determined pursuant to the
applicable provisions of the Fund's Articles of Incorporation, its By-Laws and the 1940 Act. If,


                                                 3



                                           Page 74 of 181                         Tab 12, p.3 of 4
                                          Jt.25-Page 3                                        MK/PURDUE03541
                                                    I
         IN WlTNESS WHEREOF the parties have caused this instrument 10 be signed on their
beha lf by their respective officers thereunto duly authorized all as of the date first written above.




                                               RMK ADVANTAGE INCOME FUND, INC.

                                               BY:~~~r&
                                                Name: Charles D. Maxwel
                                                  Tit le: Secretary and Assistant Treasurer


                                               MORGAN ASSET MANAGEMENT, INC.

                                               O)'~@                @r4
                                                Name: Charles D. Maxwell
                                                  Title: Assistant Treasurer and Assistant Secretary




                                                   7



                                           Page 75 of 181                          Tab 12, p.4 of 4
                                          Jt.25-Page 7                                           MKiPURDUE03545
TAB 13



  Page 76 of 181
  r*·.
slcg '.
            SECURITIES LITIGATION
            & CONSULTING GROUP




                                   Regions Morgan Keegan:
                                The Abuse of Structured Finance
                                     Craig McCann, PhD, CFA l

              Innovations in financial engineering have allowed investment banks to
         create securities backed by other securities rather than by bricks and
         mortar and business plans. These innovations have increased funding
         available to homeowners and businesses and provided investors with more
         varied opportunities. As these structured securities become more complex
         and opaque though, they allow advisors and managers including mutual
         funds to take on significant, undisclosed risks.
             Investors in six Regions Morgan Keegan ("RMK") bond funds lost $2
         billion in 2007. This paper explains how the funds were able to generate
         higher returns than their competitors but ultimately collapsed in 2007.2
              The RMK funds suffered massive losses because they held
         concentrated holdings of low-priority tranches in structured finance deals
         backed by risky assets. RMK diJ410t disclose the risks it was taking until
         after the losses had occurred. (lJn fact, it misrepresented hundreds of
         millions of dollars of leveraged asset-backed securities as corporate bonds
         and preferred stocks thereby making the funds seem more diversified and
         less risky than they were. It appears that RMK was smoothing the returns
         of its mutual funds by smoothing the valuation of its portfolio holdings.
         We illustrate our findings for the six funds by detailing our findings for
         the Multi-Sector High Income fund (RHY).

I. Introduction
       Six RMK bond funds - four closed-end funds (RMH, RHY, RMA and RSF) and
two open-end funds (MKHIX and MKlBX) - collapsed spectacularly in 2007. The six
funds had higher returns and yields than their peers in years prior to 2007, but lost 62%
on average in 2007 while their peers had positive returns or only modest losses. 3


1 © 2008 Securities Litigation and Consulting Group, Inc., 3998 Fair Ridge Drive, Suite 250, Fairfax, VA
22033. www.slcg.com.
Dr. McCann is the primary author of this report but the research was conducted by a team of professionals
at SLCG including Dr. Hongwei Wang, Dr. Sherry Liu, Dr. Geng Deng, Dana Lin and Sandy Eng. Dr.
Edward O'Neal, Paul Meyer and Lily Chu provided helpful comments and suggestions. Copy editing
provided by Kristian@yourbriefeditor.com. Dr. McCann can be reached at 703-246-9381 or
crai emccann@slcg.com.
2 This paper focuses on Regions Morgan Keegan bond funds. Companion working papers analyze similar
r0rtfolio holdings and losses in First Trust Portfolios' bond funds and Charles Schwab's YieldPlus fund.
  These losses in the RMK funds relative to their peers in the mutual fund and closed end fund universe are
explored in more detail in "The Implosion of High Yield Funds 2007 - 2008" by Edward O'Neal, available
at www.s\cg.com.


                                                                                     Tab 13, p. 1 of 5
                                           Page 77 of 181                                       3XUGXH 

                                         Jt.43-Page 1
                                                 2



       The apparent superior performance of these funds in earlier years and the
spectacular losses in 2007 resulted from the funds' holdings of hundreds of low-priority                 .,
tranches of structured finance deals. These low-priority tranches significantly leveraged
up investors' exposure to credit risk. The structured finance deals held by the Regions
Morgan Keegan funds included collateralized debt obligations (CDOs)~llateralized
mortgage obligations (CMOs), and asset-backed securities (ABS)(jtThe funds'
prospectuses did not disclose the extraordinary amount of credit risk to which fund
shareholders were exposed as a result of the low-priority tranches the funds' portfolio
manager was purchasing.
        Section II describes the six funds and illustrates their reported returns. Section III
explains why the structured finance securities purchased by the Regions Morgan Keegan
bond funds were dramatically more risky than investors were led to believe from the
disclosures in the funds' filings with the Securities and Exchange Commission. Section
IV provides a few examples of the securities held in the Multi-Sector High Income
(RHY) fund. Section V highlights some of the deficiencies in RHY's public filings.

II. Regions Morgan Keegan Bond Funds
       A. Returns
       The six Regions Morgan Keegan bond funds that collapsed in 2007 are listed in
Table 1. The four closed-end funds were initially offered between June 24, 2003 and
January 19, 2006 and had net assets of $1.6 billion as of December 31, 2006. The two
open-end funds were issued on March 22, 1999 and had net assets of $2.2 billion as of
December 31, 2006. The closed-end funds lost $1 billion in market value in 2007. The
open-end funds net assets declined even more although some of the decline was due to
investors redeeming their shares.
                                         Table 1
                            Regions Morgan Keegan Bond Funds
        Fund Name           Ticker   Inception         Net Assets            2007 Returns
                                                 12/31/2006 12/3112007     Capital     Total
                                                                         Appreciation Return
   Closed-end Funds
            High Income      RMH     6/24/2003     $311.6 m   $115.5 m     -70.7%      -65.5%
        Strategic Income     RSF     311S/2004     $366.0m    $134.2m      -72.1%      -67.2%
       Advantage Income      RMA     Il1S/2004     $423.Sm    $161.9m      -71.6%      -66.S%
       M-S High Income       RHY     1119/2006     $47S.Sm    $159.5 m     -722%       -65.4%
                                                 $1,5S0.2 m   $571.1 m
   Open-end Funds
     Select High Income     MKHIX 3/2211999      $1,251.6 m   $156.7m                  -5S.4%
      Select Intermediate   MKlBX 3/2211999       $913.Sm     $16S.7m                  -49.6%
                                                 $2,165.4m    $325.4m
                                                 $3,745.6m    $S96.5m




                                                                              Tab 13, p. 2 of 5
                                        Page 78 of 181                                   3XUGXH 
                                                              RMK.: The Abuse of Structured Finance
                                      Jt.43-Page 2
                                                                          11



                                The M tranche in our illustration had 10 to 15 times as much credit risk as the
                        underlying bonds. Even the B tranche in our illustration had 6 times as much credit risk
                        as the underlying bond portfolio. As we will see ne~ virtually all of the RMK holdings
                        had as much leveraged credit risk as the B and M tranches - and some of RMK holdings
                        had as much credit risk as in the EquiD' tranche - in our exam-p-Ie

                        IV.      Multi-Sector High Income Fund's Portfolio Holdings
                                 A. Introduction
                                We have analyzed the portfolio holdings for the six Regions Morgan Keegan
                        bond funds and determined that they all held high concentrations of heavily leveraged,
                        low-quality debt. RMK purchased low-priority tranches in asset and mortgage-backed
                        securities deals. These tranches are virtually always the smallest slices in a deal because
                        they issuer is trying to create larger slices of the more marketable senior slices. RMK
                        frequently purchased all or almost all these relatively small, unique tranches. As a result
                        of the mutual funds' ortfolio manager's investment decisions, the funds' holdings were
                        illiquid and could not be valued by reference to market prices of substantially similar
                        assets. We also found that Regions Morgan Keegan misrepresented the true nature of a
   /;;\                 significant portion of their portfolios' assets.
   ~ (" ~                       We illustrate our findings with the Multi-Sector High Income (RHY) fund's
~ ~ ~                   reported holdings as of March 31, 2007. Regions Morgan Keegan reported RHY's
   ~l--~
'(,'-     ~
    I .....
                rur )   portfolio holdings on March 31, 2007 as summarized in Table 4. RHY's net assets could
                        be, and were, leveraged 33%. Thus, investors in RHY were exposed to leveraged credit
~ u                     risk imj!licit in the portfolio's asset-backed securities holdings, further leveraged by the
              ~i6       explicit borrowings.
 ?                                                                Table 4
                                                      RHY Holdings as of March 31, 2007
                                                               As Reported by RMK              Corrected
                                   Asset-backed Securities     $364,472,540     77.7%    $431,970,558      92.10/0
                                   Corporate Bonds             $174,108,322     37.1%    $129,527,163      27.6%
                                   Common Stocks                $54,977,849     11.7%     $54,977,849      11.7%
                                   Preferred Stocks             $25,436,859      5.4%      $2,520,000       0.5%
                                   Cash                          $2,202,458      0.5%      $2,202,458       0.5%
                                   Gross Assets                $621,198,028    132.5%     $621,198,028     132.5%
                                   Margin Debt               $(152,319,346)    -32.5%   $(152,319,346)     -32.5%
                                   Net Assets                  $468,878,682    100.0%    $468,878,682      100.0%

                           \ ') RMK significantly ~erstated the extent of RHY's holdings of asset-backed and
                        mortgage-backed securities~67 million of the $200 million RMK classified as corporate
                        bonds or preferr~stocks on March 31, 2007 were actually asset-backed or mortgage-
                        backed securitie~irtually all of the securities RMK classified as "Corporate Bonds -


                                                                                                         Tab 13, p. 3 of 5
                                                                    Page 79 of 181                                   3XUGXH 
                        Securities Litigation and Consulting Group, Inc. © 2008.
                                                               Jt.43-Page 11
                                                  23



        Neither reference to tranching in the SAl tells investors that RHY will be
concentrated in the lowest priority, highly-leveraged tranches in deals backed by assets
with significant credit risk and that as a result investors will be exposed to extraordinary
credit risk.

        c.   Semi-Annual Reports
       RMK filed a semi-annual report for RHY as of September 30, 2006 wherein it
                                       22
describes the fund's risks as follows.
                INVESTMENT RISKS: Bond funds tend to experience smaller
        fluctuations in value than stock funds. However, investors in any bond fund
        should anticipate fluctuations in price. Bond prices and the value of bond funds
        decline as interest rates rise. Longer-term funds generally are more vulnerable to
        interest rate risk than shorter-term funds. Below investment grade bonds involve
        greater credit risk, which is the risk that the issuer will not make interest or
        principal payments when due. An economic downturn or period of rising interest
        rates could adversely affect the ability of issuers, especially issuers of below
        investment grade debt, to service primary obligations and an unanticipated default
        could cause the Fund to experience a reduction in value of its shares. The value of
        U.S. and foreign equity securities in which the Fund invests will change based on
        changes in a company's financial condition and in overall market and economic
        conditions. Leverage creates an opportunity for an increased return to common
        stockholders, but unless the income and capital appreciation, if any, on securities
        acquired with leverage proceeds exceed the costs of the leverage, the use of
        leverage will diminish the investment performance of the Fund's shares. Use of
        leverage may also increase the likelihood that the net asset value of the Fund and
        market value of its common shares will be more volatile, and the yield and total
        return to common stockholders will tend to fluctuate more in response to changes
        in interest rates and creditworthiness.
        This description of investment risks is typical of each of the other RMK funds.
Nowhere in this description is there any mention of the leveraged credit risk investors
were exposed to as a result of the fund's concentration in low-priority tranches in
structured securities. In the same semi-annual report as September 30, 2006, RMK
described the fund's recent returns as follows.
        During the first half of RMK Multi-Sector High Income Fund, Inc.' s fiscal year
        2007, which ended September 30, 2006, the Fund had a total return of 15.39%,
        based on market price and reinvested dividends. For the six months ended
        September 30, 2006, the Fund had a total return of 6.16%, based on net asset
        value and reinvested dividends. For the six months ended September 30, 2006, the
        Lehman Brothers Ba U.S. High Yield Index 1 had a total return of 4.12%. The

22 RHY's self-descriptions for the periods ending September 30,2006, March 31, 2007 and September 30,
2007 are excerpted in Appendix 1.


                                                                                  Tab 13, p. 4 of 5
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                                                  25



        Even these belated disclosures do not accurately reflect what happened to
investors in RHY and the other RMK funds. RMK invested a substantial majority of the
portfolios in low-priority tranches. It is not that these securities may increase credit risk,
these securities        tic y 0 mcrease ere t ns.           so, as        ac ow e ges        t
the 2007 losses were suffered because of the subordinated structured securities it held, it
says for the first time that its prior returns were due to investments in the same risky
structured securities. lbis leveraged credit risk was not Hreviously disclosed to investors
but would be well known to the p-ortfolio managers who ran the funds.
     Finally RMK gets closer to full disclosure a few months later when it filed the
December 31, 2007 semi-annual report for its Select High Income fund .
        . .. The structured finance category has taken the hardest hit so far due to the
        implicit (i.e., built into the structures) and explicit (i.e., financed, or bought on
        margin) leverage employed for this asset category. ...
        This aJll!ears to be the :first disclosure by RMK that it was investing in securities
that had the effect of leveraging up the credit risk investors in its funds faced.

VI.     Conclusion
       Investors in Regions Morgan Keegan's six bond funds lost two billion dollars in
2007 because of losses on poor-quality debt, leveraged up many times over by complex
asset-backed structures. A rudimentary analysis of the type Regions Morgan Keegan
claimed to perform on its holdings would have determined that it was exposing investors
to as much as 10 times the credit risk of the underlying, already risky, debt in exchange
for 1% or 2% higher returns than a diversified, transparent high-yield bond portfolio
would have earned.
        Regions Morgan Keegan did not fully or accurately inform investors in its bond
funds of the risks of the subordinated tranches the funds held until well after the losses
had occurred. Moreover, prior to March 31, 2008 Regions Morgan Keegan affirmatively
misrepresented hundreds of millions of dollars of risky securities it held in these
portfolios as corporate bonds and preferred stocks.




                                                                             Tab 13, p. 5 of 5
                                             Page 81 of 181                             3XUGXH 
Securities Litigation and Consulting Group, Inc. @ 2008.
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TAB 14



  Page 82 of 181
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  <DOCUMENT>
  <TYPE>424B5
  <SEQUENCE>1
  <FILENAME>c34179_424b5.txt
  <TEXT>

                                                                                        Filed Pursuant to Rule 424(b)(5)
                                                                                                 File Number: 333-110039


  Prospectus            Supplement           dated October 28, 2004 (to Prospectus                                 dated November 5,
  2003)

  $1,090,119,000 (APPROXIMATE)

  ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2004-HE3

  ASSET BACKED PASS-THROUGH CERTIFICATES

  ACE SECURITIES CORP.
  Depositor

  WELLS FARGO BANK, NATIONAL ASSOCIATION
  Servicer

  WELLS FARGO BANK, NATIONAL ASSOCIATION
  Master Servicer

  --------------------------------------------------------------------------------
    YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE S-9 IN THIS
    PROSPECTUS SUPPLEMENT.

    This prospectus supplement may be used to offer and sell the Offered
    Certificates only if accompanied by the prospectus.
  --------------------------------------------------------------------------------

  OFFERED CERTIFICATES                       The trust created for the Series 2004-HE3 certificates
                                             will hold a pool of first and second lien fixed-rate and
                                             adjustable-rate,   one- to    four-family,   residential
                                             mortgage loans. The trust will issue seventeen classes
                                             of Offered Certificates. You can find a list of these
                                             classes,   together with their     initial   certificate
                                             principal balances and pass-through rates, in the table
                                             below.   Credit enhancement for all of the Offered
                                             Certificates will be provided in the form of excess
                                             interest, overcollateralization and subordination. In
                                             addition, the Offered Certificates may benefit from a
                                             series of interest rate cap payments pursuant to two
                                             separate cap agreements which are intended partially to
                                             mitigate interest rate risk.

  <TABLE>
  <CAPTION>
                                                                  INITIAL CERTIFICATE
                             CLASS                                PRINCIPAL      BALANCE(1)
                                                                   Page 391 of 1693
                                                                                                                                 PASS-THROUGH
  RATE
                                                                                                                                Tab 14, p. 1 of 34
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                                                               RISK FACTORS

        THE FOLLOWING INFORMATION, WHICH YOU SHOULD CONSIDER CAREFULLY, IDENTIFIES
  SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN THE CERTIFICATES.

  THE MORTGAGE LOANS WERE UNDERWRITTEN TO STANDARDS                                              WHICH DO NOT CONFORM TO THE
  STANDARDS OF FANNIE MAE OR FREDDIE MAC.

        The underwriting standards of the originators are intended to assess the
  ability and willingness of the mortgagor to repay the debt and to evaluate the
  adequacy of the property as collateral for the mortgage loan. The originators
  consider, among other things, a mortgagor's credit history, repayment ability
  and debt service-to-income ratio, as well as the value, type and use of the
  mortgaged property. As further described in this prospectus supplement, the
  underwriting standards of the originators do not conform to Fannie Mae and
  Freddie Mac guidelines.

        In addition, mortgage loans originated by the originators generally bear
  higher rates of interest than mortgage loans originated in accordance with
  Fannie Mae and Freddie Mac guidelines and may experience rates of delinquency,
  foreclosure and bankruptcy that are higher, and that may be substantially
  higher, than those experienced by mortgage loans underwritten in accordance with
  Fannie Mae and Freddie Mac guidelines.

        Furthermore, changes in the values of mortgaged properties may have a
  greater effect on the delinquency, foreclosure, bankruptcy and loss experience
  of the Mortgage Loans than on mortgage loans originated in accordance with
  Fannie Mae and Freddie Mac guidelines. No assurance can be given that the values
  of the related mortgaged properties have remained or will remain at the levels
  in effect on the dates of origination of the related Mortgage Loans. SEE "THE
  MORTGAGE POOL--UNDERWRITING STANDARDS" IN THIS PROSPECTUS SUPPLEMENT.

        MORTGAGE LOANS WITH HIGH COMBINED LOAN-TO-VALUE RATIOS LEAVE THE RELATED
  MORTGAGOR WITH LITTLE OR NO EQUITY IN THE RELATED MORTGAGED PROPERTY.

           Approximately 39.15% of the Group I Mortgage Loans and approximately
  42.68% of the Group II Mortgage Loans, in each case, by the related aggregate
  principal balance as of the Cut-off Date, had a combined loan-to-value ratio at
  origination in excess of 80%. No Mortgage Loan had a combined loan-to-value
  ratio at origination in excess of 100%.

        An overall decline in the residential real estate market, a rise in
  interest rates over a period of time and the condition of a mortgaged property,
  as well as other factors, may have the effect of reducing the value of the
  mortgaged property from the appraised value at the time the Mortgage Loan was
  originated. If there is a reduction in the value of the mortgaged property, the
  combined loan-to-value ratio may increase over what it was at the time the
  Mortgage Loan was originated. Such an increase may reduce the likelihood of
  liquidation or other proceeds being sufficient to satisfy the Mortgage Loan, and
  any losses to the extent not covered by the credit enhancement may affect the
  yield to maturity of your certificates. There can be no assurance that the value
  of a mortgaged property estimated in any appraisal or review is equal to the
  actual value of that mortgaged property at the time of that appraisal or review.
  Investors should note that the values of the mortgaged properties may be
  insufficient to cover the outstanding principal balance of the Mortgage Loans.
                                       Page 405 of 1693
  There can be no assurance that the combined       loan-to-value ratio of any Mortgage
  Loan determined at any time after origination will be less than or equal  Tab 14, p.
                                                                                     to2 ofits
                                                                                           34
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  combined loan-to-value ratio at origination.

                                                                      S-9
  <PAGE>


  DEVELOPMENTS IN SPECIFIED STATES COULD HAVE A DISPROPORTIONATE EFFECT ON THE
  MORTGAGE LOANS DUE TO THE GEOGRAPHIC CONCENTRATION OF THE MORTGAGED PROPERTIES.

        Approximately 45.55% of the Group I Mortgage Loans and approximately
  71.63% of the Group II Mortgage Loans, in each case, by the related aggregate
  principal balance as of the Cut-off Date, are secured by mortgaged properties
  located in the State of California. Approximately 0.59% of the aggregate
  principal balance of the Mortgage Loans as of the Cut-off Date, are located in a
  single California zip code, which is the largest concentration of Mortgage Loans
  in a single zip code. If the California residential real estate market should
  experience an overall decline in property values after the dates of origination
  of the Mortgage Loans, the rates of delinquencies, foreclosures, bankruptcies
  and losses on the Mortgage Loans may increase over historical levels of
  comparable type loans, and may increase substantially. In addition, properties
  located in California may be more susceptible than homes located in other parts
  of the country to certain types of uninsured hazards, such as earthquakes,
  hurricanes, as well as floods, mudslides and other natural disasters.

        Various hurricanes during the 2004 hurricane season may have adversely
  affected any mortgaged properties located in the southeast portion of the United
  States. The Mortgage Loan Seller will make a representation and warranty that
  each mortgaged property is free of material damage and in good repair as of the
  closing date. In the event that a mortgaged property is materially damaged as of
  the closing date due to hurricanes occurring during the 2004 hurricane season
  and such damage materially and adversely affects the value or the interests of
  the certificateholders in such Mortgage Loan, the Mortgage Loan Seller will be
  required to repurchase the related Mortgage Loan from the trust. Damage to
  mortgaged properties as a result of the hurricanes occurring during the 2004
  season may or may not be covered by the related hazard insurance policies.
  Approximately 3.65% of the Group I Mortgage Loans and approximately 2.11% of the
  Group II Mortgage Loans, in each case, by the related aggregate principal
  balance as of the Cut-off Date, are located in areas which may have been
  affected by hurricanes occurring during the 2004 hurricane season. In addition,
  no assurance can be given as to the effect of these events on the rate of
  delinquencies and losses on the Mortgage Loans secured by mortgaged properties
  that may have been affected by hurricanes during the 2004 hurricane season. Any
  adverse impact as a result of this event may be borne by the holders of the
  offered certificates, particularly if the Mortgage Loan Seller fails to
  repurchase any Mortgage Loan that breaches this representation and warranty.

  SECOND LIEN MORTGAGE LOANS RISK.

        Approximately 7.04% of the Group I Mortgage Loans and approximately 9.82%
  of the Group II Mortgage Loans, in each case, by the related aggregate principal
  balance as of the Cut-off Date, are secured by second liens on the related
  mortgaged   properties.   The proceeds from any liquidation,            insurance or
  condemnation proceedings will be available to satisfy the outstanding balance of
  such Mortgage Loans only to the extent that the claims of the related senior
  mortgages have been satisfied in full, including any related foreclosure costs.
                                       Page 406 of 1693
  In circumstances when it has been determined       to be uneconomical to foreclose on
  the mortgaged property, the servicer may write off the entire balance     Tab 14,of
                                                                                    p. 3 such
                                                                                         of 34
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  Mortgage Loan as a bad debt. The foregoing considerations will be particularly
  applicable to Mortgage Loans secured by second liens that have high combined
  loan-to-value ratios because it is comparatively more likely that the servicer
  would determine foreclosure to be uneconomical in the case of such Mortgage
  Loans. The rate of default of second lien Mortgage Loans may be greater than
  that of Mortgage Loans secured by first liens on comparable properties.

  BALLOON MORTGAGE LOAN RISK.

        Mortgage Loans                   that are balloon loans pose a risk because a borrower must
  make a large lump sum                  payment of principal at the end of the loan term. If the
  borrower is unable to                  pay the lump sum or refinance such amount, the servicer
  will not be obligated                  to advance the principal portion of

                                                                      S-10
  <PAGE>


  that lump sum payment, you may suffer a loss. Approximately 4.99% of the Group I
  Mortgage Loans and approximately 9.36% of the Group II Mortgage Loans, in each
  case, by related aggregate principal balance as of the Cut-off Date, are balloon
  loans.

  INTEREST ONLY MORTGAGE LOAN RISK.

        Approximately 8.42% the Group I Mortgage Loans and approximately 27.30% of
  the Group II Mortgage Loans, in each case, by related aggregate principal
  balance as of the Cut-off Date, require the borrowers to make monthly payments
  only of accrued interest for the first two, three or five years following
  origination. After such interest-only period, the borrower's monthly payment
  will be recalculated to cover both interest and principal so that the Mortgage
  Loan will amortize fully prior to its final payment date. If the monthly payment
  increases, the related borrower may not be able to pay the increased amount and
  may default or may refinance the related Mortgage Loan to avoid the higher
  payment. Because no principal payments may be made or advanced on such Mortgage
  Loans for two, three or five years following origination, the certificateholders
  will receive smaller principal distributions during such period than they would
  have received if the related borrowers were required to make monthly payments of
  interest and principal for the entire lives of such Mortgage Loans. This slower
  rate of principal distributions may reduce the return on an investment in the
  Offered Certificates that are purchased at a discount.

  THE MEZZANINE CERTIFICATES WILL BE MORE SENSITIVE TO LOSSES ON THE MORTGAGE
  LOANS THAN THE CLASS A CERTIFICATES BECAUSE THEY ARE SUBORDINATE TO THE CLASS A
  CERTIFICATES.

        The weighted average lives of, and the yields to maturity on, the Class
  M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
  M-8, Class M-9, Class M-10 and Class M-11 Certificates will be progressively
  more sensitive, in that order, to the rate and timing of mortgagor defaults and
  the severity of ensuing losses on the Mortgage Loans. If the actual rate and
  severity of losses on the Mortgage Loans is higher than those assumed by an
  investor in these certificates,      the actual yield to maturity of these
  certificates may be lower than the yield anticipated by the investor based on
  such assumption. The timing of losses on the Mortgage Loans will also affect an
  investor's actual yield to maturity, Page 407 ofif
                                         even     1693the rate of defaults and severity
  of losses over the life of the mortgage pool are consistent with anTab       14, p. 4 of 34
                                                                             investor's
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  expectations. In general, the earlier a loss occurs, the greater the effect on
  an investor's yield to maturity. Realized losses on the Mortgage Loans, to the
  extent they exceed the amount of excess interest, overcollateralization and the
  aggregate certificate principal balance of the Class B Certificates, following
  distributions of principal on the related Distribution Date, will reduce the
  certificate principal balances of the Mezzanine Certificates beginning with the
  class of Mezzanine Certificates then outstanding with the lowest payment
  priority. As a result of such reductions, less interest will accrue on each such
  class of Mezzanine Certificates than would otherwise be the case. However, the
  amount of any realized losses allocated to the Mezzanine Certificates may be
  distributed to the holders of those certificates according to the priorities set
  forth under "Description of the Certificates--Overcollateralization Provisions"
  in this prospectus supplement.

  THE MEZZANINE CERTIFICATES GENERALLY WILL NOT BE ENTITLED TO RECEIVE PRINCIPAL
  PAYMENTS UNTIL NOVEMBER 2007 WHICH MAY RESULT IN A GREATER RISK OF LOSS RELATING
  TO THESE CERTIFICATES.

        Unless the aggregate certificate principal balance of the Class A
  Certificates has been reduced to zero, the Mezzanine Certificates will not be
  entitled to any principal distributions until at least November 2007 or a later
  date as provided in this prospectus supplement or during any period in which
  delinquencies   on the Mortgage Loans exceed the levels set forth under
  "Description of the Certificates--Principal      Distributions on the Offered
  Certificates and the Class B Certificates" in this prospectus supplement. As a
  result, the weighted average lives of the Mezzanine Certificates will be longer
  than would be the case if distributions of principal were allocated among all of
  the certificates at the same time. As a result of the longer weighted average
  lives of the Mezzanine Certificates, the

                                                                      S-11
  <PAGE>


  holders of these certificates have a greater risk of suffering a loss on their
  investments. Further, because such certificates might not receive any principal
  if   the   delinquency    levels   set   forth   under   "Description   of  the
  Certificates--Principal Distributions on the Offered Certificates and the Class
  B Certificates" in this prospectus supplement are exceeded, it is possible for
  such certificates to receive no principal distributions on a particular
  Distribution Date even if no losses have occurred on the mortgage pool.

  THE OFFERED CERTIFICATES WILL BE LIMITED                                     OBLIGATIONS            SOLELY OF THE TRUST FUND
  AND NOT OF ANY OTHER PARTY.

        The Offered Certificates will not represent an interest in or obligation
  of the depositor,     the servicer,    the master          servicer,   the securities
  administrator,   the originators, the trustee or any of their respective
  affiliates. Neither the Offered Certificates nor the underlying Mortgage Loans
  will be guaranteed or insured by any governmental agency or instrumentality, or
  by the depositor,     the servicer,    the master          servicer,   the securities
  administrator,   the originators, the trustee or any of their respective
  affiliates. Proceeds of the assets included in the trust will be the sole source
  of payments on the Offered Certificates, and there will be no recourse to the
  depositor, the servicer, the originators, the master servicer, the securities
                                       Page 408
  administrator, the trustee or any other       of 1693 in the event that these proceeds
                                             entity
  are insufficient or otherwise unavailable to make all payments provided    Tab 14, p. 5 offor
                                                                                            34
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  under the Offered Certificates.

  THE DIFFERENCE BETWEEN THE PASS-THROUGH RATES ON THE CLASS A CERTIFICATES AND
  MEZZANINE CERTIFICATES AND THE MORTGAGE RATES ON THE MORTGAGE LOANS MAY RESULT
  IN INTEREST SHORTFALLS ON SUCH CERTIFICATES.

        The yield to maturity on the Class A Certificates and the Mezzanine
  Certificates may be affected by the resetting of the mortgage rates on the
  adjustable-rate Mortgage Loans included in the mortgage pool on their related
  adjustment dates. In addition, because the mortgage rate for approximately
  77.26% of the Mortgage Loans, by aggregate principal balance as of the Cut-off
  Date, adjusts based on Six-Month LIBOR plus a fixed percentage amount, such rate
  could be higher than prevailing market interest rates, and this may result in an
  increase in the rate of prepayments on such Mortgage Loans after their
  adjustments. Finally, the mortgage rates on such adjustable-rate Mortgage Loans
  are based on Six-Month LIBOR while the pass-through rates on the Class A
  Certificates and the Mezzanine Certificates are based on one-month LIBOR.
  Consequently, the application to such certificates of the rate cap, which is
  generally equal to the weighted average coupon on the Mortgage Loans, net of
  certain fees of the trust, could adversely affect the yield to maturity on such
  certificates. In addition, the rate cap will decrease if Mortgage Loans with
  relatively high mortgage rates prepay at a faster rate than Mortgage Loans with
  relatively low mortgage rates.

        If the pass-through rates on the Class A Certificates or the Mezzanine
  Certificates are limited for any Distribution Date, the resulting interest
  shortfalls may be recovered by the holders of these certificates on the same
  Distribution Date or on future Distribution Dates on a subordinated basis to the
  extent that on such Distribution Date or future Distribution Dates there are
  available funds remaining after certain other distributions on the Offered
  Certificates, the Class B Certificates and the payment of certain fees and
  expenses of the trust.      SEE "YIELD ON THE      CERTIFICATES--SPECIAL   YIELD
  CONSIDERATIONS" IN THIS PROSPECTUS SUPPLEMENT.

  THE RATE AND TIMING OF PRINCIPAL DISTRIBUTIONS ON THE CLASS A CERTIFICATES AND
  THE MEZZANINE CERTIFICATES WILL BE AFFECTED BY PREPAYMENT SPEEDS AND BY THE
  PRIORITY OF PAYMENT ON SUCH CERTIFICATES.

        The rate and timing of distributions allocable to principal on the Class A
  Certificates and the Mezzanine Certificates will depend, in general, on the rate
  and timing of principal payments (including prepayments and collections upon
  defaults, liquidations and repurchases) on the Mortgage Loans and the allocation
  thereof to pay principal on such certificates as described in "Description of
  the Certificates--Principal Distributions on the Offered Certificates and the
  Class B Certificates" in this

                                                                      S-12
  <PAGE>


  prospectus supplement. As is the case with mortgage backed pass-through
  certificates generally, the Offered Certificates are subject to substantial
  inherent cash-flow uncertainties because the Mortgage Loans may be prepaid at
  any time. However, with respect to approximately 78.76% of the Mortgage Loans,
  by aggregate principal balance of the Mortgage Loans as of the Cut-off Date, a
  prepayment may subject the relatedPagemortgagor
                                           409 of 1693 to a prepayment charge. A
                                                                       Tab 14,related
  prepayment charge may or may not act as a deterrent to prepayment of the     p. 6 of 34
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  Mortgage Loan. SEE "THE MORTGAGE POOL" IN THIS PROSPECTUS SUPPLEMENT.

        Generally, when prevailing interest rates are increasing, prepayment rates
  on mortgage loans tend to decrease; a decrease in the prepayment rates on the
  Mortgage Loans will result in a reduced rate of return of principal to investors
  in the Class A Certificates and the Mezzanine Certificates at a time when
  reinvestment at such higher prevailing rates would be desirable. Conversely,
  when prevailing interest rates are declining, prepayment rates on mortgage loans
  tend to increase; an increase in the prepayment rates on the Mortgage Loans will
  result in a greater rate of return of principal to investors in the Class A
  Certificates and Mezzanine     Certificates at a time when reinvestment at
  comparable yields may not be possible.

        Distributions of principal will be made to the holders of the Mezzanine
  Certificates   according to the priorities      described in this     prospectus
  supplement. The timing of commencement of principal distributions and the
  weighted average life of each such class of certificates will be affected by the
  rates of prepayment on the Mortgage Loans experienced both before and after the
  commencement of principal distributions on such classes. For further information
  regarding the effect of principal prepayments on the weighted average lives of
  the Offered Certificates, SEE "YIELD ON THE CERTIFICATES" IN THIS PROSPECTUS
  SUPPLEMENT, INCLUDING THE TABLE ENTITLED "PERCENT OF INITIAL CERTIFICATE
  PRINCIPAL BALANCE OUTSTANDING AT THE SPECIFIED PERCENTAGES OF THE PREPAYMENT
  ASSUMPTION."

  THE YIELD TO MATURITY ON THE                          OFFERED         CERTIFICATES             WILL DEPEND ON A VARIETY OF
  FACTORS.

             The yield to maturity on the Offered Certificates will depend on:

             o    the applicable pass-through rate thereon;

             o    the applicable purchase price;

             o    the rate and timing of principal payments (including prepayments and
                  collections upon defaults, liquidations and repurchases) and the
                  allocation thereof to reduce the certificate principal balance of the
                  Offered Certificates; and

             o    the rate, timing and severity of realized losses on the Mortgage Loans,
                  adjustments to the mortgage rates on the adjustable-rate Mortgage Loans
                  included in the mortgage pool, the amount of excess interest generated
                  by the Mortgage Loans and the allocation to the Offered Certificates of
                  certain interest shortfalls.

        In general, if the Offered Certificates are purchased at a premium and
  principal distributions thereon occur at a rate faster than anticipated at the
  time of purchase, the investor's actual yield to maturity will be lower than
  that assumed at the time of purchase. Conversely, if the Offered Certificates
  are purchased at a discount and principal distributions thereon occur at a rate
  slower than that anticipated at the time of purchase, the investor's actual
  yield to maturity will be lower than that originally assumed.

        The proceeds to the Depositor from the sale of the Offered Certificates
  were determined based on a number of assumptions, including a prepayment
  assumption of 28% CPR with respect to Page
                                         the410 of 1693
                                                                                                                                Tab 14, p. 7 of 34
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                                                                      S-13
  <PAGE>


  adjustable- rate Mortgage Loans and 100% PPC with respect to the fixed-rate
  Mortgage Loans as described in this prospectus supplement under "Yield on the
  Certificates"   and   weighted   average   lives   corresponding  thereto.   No
  representation is made that the Mortgage Loans will prepay at such rate or at
  any other rate. The yield assumptions for the Offered Certificates will vary as
  determined at the time of sale.

  THE YIELD TO MATURITY ON THE MEZZANINE CERTIFICATES WILL BE                                                               PARTICULARLY
  SENSITIVE TO THE RATE OF PREPAYMENTS ON THE MORTGAGE LOANS.

        The multiple class structure of the Mezzanine Certificates causes the
  yield of these classes to be particularly sensitive to changes in the rates of
  prepayment of the Mortgage Loans. Because distributions of principal will be
  made to the holders of such certificates according to the priorities described
  in this prospectus supplement, the yield to maturity on such classes of
  certificates will be sensitive to the rates of prepayment on the Mortgage Loans
  experienced both before and after the commencement of principal distributions on
  such classes. The yield to maturity on such classes of certificates will also be
  extremely sensitive to losses due to defaults on the Mortgage Loans (and the
  timing thereof), to the extent these losses are not covered by excess cashflow
  otherwise payable to the Class CE Certificates, to the Class B Certificates or
  to a class of Mezzanine Certificates with a lower payment priority. Furthermore,
  as described in this prospectus supplement, the timing of receipt of principal
  and interest by the Mezzanine Certificates may be adversely affected by losses
  even if these classes of certificates do not ultimately bear such loss.

  VIOLATION OF CONSUMER PROTECTION LAWS MAY RESULT IN LOSSES ON THE MORTGAGE LOANS
  AND YOUR CERTIFICATES.

        Applicable state laws generally regulate interest rates and other charges,
  require certain disclosure, and require licensing of the originators. In
  addition, other state laws, public policy and general principles of equity
  relating to the protection of consumers, unfair and deceptive practices and debt
  collection practices may apply to the origination, servicing and collection of
  the Mortgage Loans.

             The Mortgage Loans are also subject to federal laws, including:

             o    the Federal    Truth-in-Lending   Act and  Regulation Z promulgated
                  thereunder,   which require certain disclosures to the mortgagors
                  regarding the terms of the Mortgage Loans;

             o    the Equal Credit     Opportunity   Act and Regulation B promulgated
                  thereunder, which prohibit discrimination on the basis of age, race,
                  color, sex, religion, marital status, national origin, receipt of
                  public assistance or the exercise of any right under the Consumer
                  Credit Protection Act, in the extension of credit;

             o    the Fair Credit Reporting Act, which regulates the use and reporting of
                  information related to the mortgagor's credit experience; and

             o    the Depository Institutions Page 411 of 1693
                                                Deregulation   and Monetary Control Act of
                  1980, which preempts certain state usury laws.               Tab 14, p. 8 of 34
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        Violations of certain provisions of these federal and state laws may limit
  the ability of the servicer to collect all or part of the principal of or
  interest on the Mortgage Loans and in addition could subject the trust to
  damages and administrative enforcement. In particular, the failure of the
  originators to comply with certain requirements of the Federal Truth-in-Lending
  Act, as implemented by Regulation Z, could subject the trust to monetary
  penalties, and result in the mortgagors'

                                                                      S-14
  <PAGE>


  rescinding the Mortgage Loans against the trust. In addition to federal law,
  some states have enacted, or may enact, laws or regulations that prohibit
  inclusion of some provisions in Mortgage Loans that have interest rates or
  origination costs in excess of prescribed levels, and require that mortgagors be
  given certain disclosures prior to the consummation of the Mortgage Loans and
  restrict the servicer's ability to foreclose in response to mortgagor defaults.
  The failure of the originators to comply with these laws could subject the trust
  to significant monetary penalties, could result in the mortgagors rescinding the
  Mortgage Loans against the trust and/or limit the servicer's ability to
  foreclose upon the related mortgaged properties in the event of mortgagor
  defaults.

        The mortgage loan seller will represent that, as of the Closing Date, each
  Mortgage Loan is in compliance with applicable federal and state laws and
  regulations. In the event of a breach of such representation, the mortgage loan
  seller will be obligated to cure such breach or repurchase or replace the
  affected Mortgage Loan in the manner described in the prospectus. If the
  mortgage loan seller is unable or otherwise fails to satisfy such obligations,
  the yield on the Offered Certificates may be materially and adversely affected.

  THE TRANSFER OF SERVICING MAY RESULT IN HIGHER DELINQUENCIES AND DEFAULTS WHICH
  MAY ADVERSELY AFFECT THE YIELD ON YOUR CERTIFICATES.

  Although the servicer has agreed to act as primary servicer pursuant to the
  terms and provisions of the Pooling and Servicing Agreement, the transfer of the
  primary servicing obligations with respect to all of the Mortgage Loans was not
  completed as of the cut-off date. The primary servicing obligations are expected
  to transfer from the originators (or other parties that are currently servicing
  a portion of the Mortgage Loans) to the servicer no later than December 1, 2004.
  All transfers of servicing involve the risk of disruption in collections due to
  data input errors, misapplied or misdirected payments, system incompatibilities
  and other reasons. As a result, the rate of delinquencies and defaults is likely
  to increase at least for a period of time. There can be no assurance as to the
  extent or duration of any disruptions associated with the transfer of servicing
  or as to the resulting effects on the yield on your certificates.

  INTEREST GENERATED BY THE MORTGAGE                                  LOANS MAY BE             INSUFFICIENT             TO MAINTAIN OR
  RESTORE OVERCOLLATERALIZATION.

        The Mortgage Loans are expected to generate more interest than is needed
  to pay interest owed on the Offered Certificates and the Class B Certificates
  and to pay certain fees and expenses of the trust. Any remaining interest
                                       Page 412
  generated by the Mortgage Loans will then   beof 1693
                                                    used to absorb losses that occur on
  the Mortgage Loans. After these financial obligations of the trust are    Tab 14, p. 9 of 34
                                                                                 covered,
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  available excess interest generated by the Mortgage Loans will be used to
  maintain or restore the overcollateralization. We cannot assure you, however,
  that enough excess interest will be generated to maintain or restore the
  required level of overcollateralization. The factors described below will affect
  the amount of excess interest that the Mortgage Loans will generate:

             o    Every time a Mortgage Loan is prepaid in full, excess interest may be
                  reduced because such Mortgage Loan will no longer be outstanding and
                  generating interest or, in the case of a partial prepayment, will be
                  generating less interest.

             o    Every time a Mortgage Loan is liquidated or written off, excess
                  interest may be reduced because such Mortgage Loan will no longer be
                  outstanding and generating interest.

             o    If the rates of delinquencies, defaults or losses on the Mortgage Loans
                  are higher than expected, excess interest will be reduced by the amount
                  necessary to compensate for

                                                                      S-15
  <PAGE>


                  any shortfalls in cash available to make required distributions on the
                  Offered Certificates and the Class B Certificates.

             o    The adjustable-rate Mortgage Loans have mortgage rates that adjust less
                  frequently than, and on the basis of an index that is different from
                  the index used to determine, the pass-through rates on the Offered
                  Certificates and the Class B Certificates, and the fixed-rate Mortgage
                  Loans have mortgage rates that do not adjust. As a result, the
                  pass-through rates on the Offered Certificates and the Class B
                  Certificates may increase relative to mortgage rates on the Mortgage
                  Loans, requiring that a greater portion of the interest generated by
                  the Mortgage Loans be applied to cover interest on such certificates.

  INTEREST PAYMENTS ON THE MORTGAGE LOANS MAY BE                                          INSUFFICIENT TO PAY INTEREST ON
  YOUR CERTIFICATES.

        When a Mortgage Loan is prepaid in full, the mortgagor is charged interest
  only up to the date on which payment is made, rather than for an entire month.
  This may result in a shortfall in interest collections available for payment on
  the next Distribution Date. The servicer is required to cover a portion of the
  shortfall in interest collections that are attributable to prepayments in full
  on the Mortgage Loans, but only up to the servicing fee payable to the servicer
  for the related interest accrual period. If the credit           enhancement is
  insufficient to cover this shortfall in excess of the amount the servicer
  covers, you may incur a loss. In addition, the servicer will not cover
  shortfalls in interest collections due to bankruptcy proceedings or the
  application of the Servicemembers Civil Relief Act (the "Relief Act") or similar
  state or local laws.

        On any Distribution Date, any shortfalls resulting from the application of
  the Relief Act or similar state or local laws and any prepayment interest
  shortfalls to the extent not covered by compensating interest paid by the
  servicer will be allocated, first, toPage
                                         the413 Class
                                                of 1693 CE-1 Certificates, second, to
  the Class B Certificates, third, to the Class M-11 Certificates, fourth,Tab 14, p. to
                                                                                     10 ofthe
                                                                                          34
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  Class M-10 Certificates, fifth, to the Class M-9 Certificates, sixth, to the
  Class M-8 Certificates, seventh, to the Class M-7 Certificates, eighth, to the
  Class M-6 Certificates, ninth, to the Class M-5 Certificates, tenth, to the
  Class M-4 Certificates, eleventh, to the Class M-3 Certificates, twelfth, to the
  Class M-2 Certificates,     thirteenth,   to the Class M-1 Certificates and
  fourteenth, to the Class A Certificates, on a PRO RATA basis, based on their
  respective senior interest distribution amounts for such Distribution Date
  before such reduction. The holders of the Offered Certificates and the Class B
  Certificates will be entitled to reimbursement for any such interest shortfalls
  but only to the extent of available funds and in the order of priority set forth
  under "Description of the Certificates--Overcollateralization Provisions." If
  these shortfalls are allocated to the Offered Certificates and the Class B
  Certificates the amount of interest paid to those certificates will be reduced,
  adversely affecting the yield on your investment.

  THE LIQUIDITY OF YOUR CERTIFICATES MAY BE LIMITED.

        The Underwriter has no obligation to make a secondary market in the
  classes of Offered Certificates. There is therefore no assurance that a
  secondary market will develop or, if it develops, that it will continue.
  Consequently, you may not be able to sell your certificates readily or at prices
  that will enable you to realize your desired yield. The market values of the
  certificates are likely to fluctuate; these fluctuations may be significant and
  could result in significant losses to you.

        The secondary markets for asset-backed securities have experienced periods
  of illiquidity and can be expected to do so in the future. Illiquidity can have
  a severely adverse effect on the prices of securities that are especially
  sensitive to prepayment, credit or interest rate risk, or that have been
  structured to meet the investment requirements of limited categories of
  investors.

                                                                      S-16
  <PAGE>


  THE CAP AGREEMENTS ARE SUBJECT TO COUNTERPARTY RISK

        The assets of the trust include the Cap Agreements which will require the
  counterparty thereunder to make certain payments for the benefit of the holders
  of the Offered Certificates and the Class B Certificates. To the extent that
  distributions on the Offered Certificates and the Class B Certificates depend in
  part on payments to be received by the trustee under the Cap Agreements, the
  ability of the trustee to make such distributions on the Offered Certificates
  and the Class B Certificates will be subject to the credit risk of the
  counterparty to the Cap Agreements. Although there is a mechanism in place to
  facilitate replacement of the Cap Agreements upon the default or credit
  impairment of the counterparty, there can be no assurance that any such
  mechanism will result in the ability of the trustee to obtain suitable
  replacement Cap Agreements.

  THE RETURN ON YOUR CERTIFICATES                                COULD BE             REDUCED      BY     SHORTFALLS            DUE TO THE
  APPLICATION OF THE RELIEF ACT.

        The Relief Act and similar state or local laws provide relief to
                                       Page 414 of 1693
  mortgagors who enter active military service      and to mortgagors in reserve status
  who are called to active military service after the origination          Tab 14,of
                                                                                   p. 11 of 34
                                                                                       their
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  mortgage loans. The ongoing military operations of the United States in Iraq and
  Afghanistan have caused an increase in the number of citizens in active military
  duty, including those citizens previously in reserve status. Under the Relief
  Act the interest rate applicable to a mortgage loan for which the related
  mortgagor is called to active military service will be reduced from the
  percentage stated in the related mortgage note to 6.00%. This interest rate
  reduction and any reduction provided under similar state or local laws could
  result in an interest shortfall because neither the master servicer nor the
  servicer will be able to collect the amount of interest which otherwise would be
  payable with respect to such Mortgage Loan if the Relief Act or similar state or
  local law was not applicable thereto. This shortfall will not be paid by the
  mortgagor on future due dates or advanced by the master servicer or the servicer
  and, therefore, will reduce the amount available to pay interest to the
  certificateholders on subsequent Distribution Dates. We do not know how many
  Mortgage Loans in the mortgage pool have been or may be affected by the
  application of the Relief Act or similar state or local law.

  POSSIBLE REDUCTION OR WITHDRAWAL OF RATINGS ON THE OFFERED CERTIFICATES.

        Each rating agency rating the Offered Certificates may change or withdraw
  its initial ratings at any time in the future if, in its judgment, circumstances
  warrant a change. No person is obligated to maintain the ratings at their
  initial levels. If a rating agency reduces or withdraws its rating on one or
  more classes of the Offered Certificates, the liquidity and market value of the
  affected certificates is likely to be reduced.

  SUITABILITY OF THE OFFERED CERTIFICATES AS INVESTMENTS.

        The Offered Certificates are not suitable investments for any investor
  that requires a regular or predictable schedule of monthly payments or payment
  on any specific date. The Offered Certificates are complex investments that
  should be considered only by investors who, either alone or with their
  financial, tax and legal advisors, have the expertise to analyze the prepayment,
  reinvestment, default and market risk, the tax consequences of an investment and
  the interaction of these factors.

        ALL CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT WILL HAVE THE
  MEANINGS ASSIGNED TO THEM UNDER "DESCRIPTION OF THE CERTIFICATES--GLOSSARY" OR
  IN THE PROSPECTUS UNDER "INDEX OF DEFINED TERMS."

                                                                      S-17
  <PAGE>


                                                             USE OF PROCEEDS

        DB Structured Products, Inc. (the "Mortgage Loan Seller"), will sell the
  Mortgage Loans to Ace Securities Corp. (the "Depositor") and the Depositor will
  convey the Mortgage Loans to the trust fund in exchange for and concurrently
  with the delivery of the certificates. Net proceeds from the sale of the Offered
  Certificates will be applied by the Depositor to the purchase of the Mortgage
  Loans from the Mortgage Loan Seller. Such net proceeds together with certain
  classes of certificates not offered by this prospectus supplement will represent
  the purchase price to be paid by the Depositor to the Mortgage Loan Seller for
  the Mortgage Loans. The Mortgage Loans were previously purchased by the Mortgage
                                       Page 415 of 1693
  Loan Seller directly from the originators.
                                                                                                                            Tab 14, p. 12 of 34
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                                                           THE MORTGAGE POOL

  GENERAL

        The pool of mortgage loans (the "Mortgage Pool") will consist of
  approximately 5,906 conventional, one- to four-family, first and second lien,
  fixed-rate and adjustable-rate     mortgage loans (the "Mortgage Loans") on
  residential real properties (the "Mortgaged Properties") and having an aggregate
  principal balance as of the Cut-off Date of approximately $1,105,596,756, after
  application of scheduled payments due on or before the Cut-off Date whether or
  not received, and subject to a permitted variance of plus or minus 5%. The
  Mortgage Loans have original terms to maturity of not greater than approximately
  30 years. For purposes of calculating interest and principal distributions on
  the Class A Certificates, the Mortgage Loans have been divided into two loan
  groups, designated as the "Group I Mortgage Loans" and the "Group II Mortgage
  Loans." The Group I Mortgage       Loans   consist of 4,325     fixed-rate   and
  adjustable-rate mortgage loans having an aggregate principal balance as of the
  Cut-off Date of approximately $638,781,694, after application of scheduled
  payments due on or before the Cut-off Date whether or not received, and subject
  to a permitted variance of plus or minus 5%. The principal balances of the Group
  I Mortgage Loans at origination conformed to Fannie Mae loan limits. The Group
  II Mortgage Loans consist of 1,581 fixed-rate and adjustable-rate mortgage loans
  having an aggregate principal balance as of the Cut-off Date of approximately
  $466,815,062, after application of scheduled payments due on or before the
  Cut-off Date whether or not received, and subject to a permitted variance of
  plus or minus 5%. The principal balances of the Group II Mortgage Loans at
  origination may or may not have conformed to Fannie Mae loan limits.

        Approximately 76.77% of the Mortgage Loans, by aggregate principal balance
  as of the Cut-off Date, provide for level monthly payments in an amount
  sufficient fully to amortize the Mortgage Loans over their terms or, in the case
  of adjustable rate Mortgage Loans, monthly payments that will be adjusted to an
  amount that will amortize such Mortgage        Loans fully over their terms.
  Approximately 6.83% of the Mortgage Loans, by aggregate principal balance as of
  the Cut-off Date, are balloon loans (the "Balloon Loans"), which require the
  related mortgagors to make balloon payments on the maturity date of such Balloon
  Loans that are larger than the monthly payments made by such mortgagors on prior
  due dates in order to amortize such Balloon Loans fully over their terms.
  Approximately 16.39% of the Mortgage Loans, by aggregate principal balance as of
  the Cut-off Date, are interest only loans (the "Interest Only Loans") which
  require the related mortgagors to make monthly payments of only accrued interest
  for the first two, three or five years following origination. After such
  interest-only period, the mortgagor's monthly payment will be recalculated to
  cover both interest and principal so that such Mortgage Loan will amortize fully
  on or prior to its final payment date.

         Approximately 91.79% of the Mortgage Loans, by aggregate principal balance
  as of the Cut-off Date, are secured by first mortgages or deeds of trust or
  other similar security      instruments   creating first liens on residential
  properties ("First Lien Mortgage Loans"). Approximately 8.21% of the Mortgage
  Loans, by aggregate principal balance as of the Cut-off Date, are secured by
  second

                                                                      S-18
  <PAGE>
                                                                     Page 416 of 1693
                                                                                                                            Tab 14, p. 13 of 34
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  mortgages or deeds of trust or other similar security instruments creating
  second liens on residential properties ("Second Lien Mortgage Loans"). The
  Mortgaged Properties consist of attached, detached or semi-detached, one to
  four-family dwelling units, individual condominium units and individual units in
  planned unit developments.

        References to percentages of the Mortgage Loans, unless otherwise noted,
  are calculated based on the aggregate principal balance of the Mortgage Loans as
  of the Cut-off Date.

        The mortgage rate (the "Mortgage Rate") on each Mortgage Loan is the per
  annum rate of interest specified in the related mortgage note as reduced by
  application of the Relief Act or similar state or local laws and bankruptcy
  adjustments. Approximately 22.74% of the Mortgage Loans are fixed-rate mortgage
  loans and approximately 77.26% of the Mortgage Loans are adjustable-rate
  mortgage loans. The adjustable-rate mortgage loans are referred to herein as
  "ARM Loans". All of the ARM Loans provide for semi-annual adjustment to the
  Mortgage Rates applicable thereto based on Six-Month LIBOR (as described below).
  The first adjustment with respect to each ARM Loan will not occur until after an
  initial period of six months or two, three or five years from the date of
  origination thereof (each, a "Delayed First Adjustment Mortgage Loan"). In
  connection with each Mortgage Rate adjustment, the ARM Loans have corresponding
  adjustments to their monthly payment amount, in each case on each applicable
  adjustment date (each such date, an "Adjustment Date"). On each Adjustment Date,
  the Mortgage Rate on each ARM Loan will be adjusted generally to equal the sum
  of Six-Month LIBOR and a fixed percentage amount (the "Gross Margin") for that
  ARM Loan specified in the related mortgage note. The Mortgage Rate on each ARM
  Loan, however, including each Delayed First Adjustment Mortgage Loan, will not
  increase or decrease by more than the initial periodic rate cap (the "Periodic
  Rate Cap") specified in the related mortgage note on the initial Adjustment Date
  or increase or decrease by more than the subsequent periodic rate cap (the
  "Subsequent Periodic Rate Cap") specified in the related mortgage note on any
  subsequent Adjustment Date and will not exceed a specified maximum mortgage rate
  (the "Maximum Mortgage Rate") over the life of the ARM Loan or be less than a
  specified minimum mortgage rate (the "Minimum Mortgage Rate") over the life of
  the ARM Loan. The weighted average initial Periodic Rate Cap and Subsequent
  Periodic Rate Cap for the ARM Loans is approximately 2.170% per annum and 1.002%
  per annum, respectively. Effective with the first monthly payment due on each
  ARM Loan after each related Adjustment Date, the monthly payment amount will be
  adjusted to an amount that will fully amortize the outstanding principal balance
  of the related ARM Loan over its remaining term and pay interest at the Mortgage
  Rate as so adjusted. Due to the application of the Periodic Rate Caps and the
  Maximum Mortgage Rates, the Mortgage Rate on each ARM Loan, as adjusted on any
  related Adjustment Date, may be less than the sum of the Index, calculated as
  described in this prospectus supplement, and the related Gross Margin. See
  "--The Index" in this prospectus supplement. None of the ARM Loans permit the
  related mortgagor to convert the adjustable Mortgage Rate thereon to a fixed
  Mortgage Rate.

        Substantially all of the Mortgage Loans have scheduled monthly payments
  due on the first day of the month (with respect to each Mortgage Loan, the "Due
  Date"). Each Mortgage Loan will contain a customary "due-on-sale" clause which
  provides that the Mortgage Loan must be repaid at the time of a sale of the
  related Mortgaged Property or assumed by a creditworthy purchaser of the related
  Mortgaged Property.
                                                                     Page 417 of 1693
             Approximately              78.76% of the             Mortgage Loans                 provide               Tab 14, p. by
                                                                                                                 for payment      14 ofthe
                                                                                                                                       34
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  mortgagor of a     prepayment   charge (a    "Prepayment   Charge") in limited
  circumstances on certain prepayments as provided in the related mortgage note.
  Each such Mortgage Loan provides for payment of a Prepayment Charge on certain
  partial prepayments and all prepayments in full made up to five years from the
  date of origination of the Mortgage Loan, as provided in the related mortgage
  note. The amount of the Prepayment Charge is as provided in the related mortgage
  note, but, in most cases, is equal to six months' interest on any amounts
  prepaid in excess of 20% of the original principal balance of the related
  Mortgage Loan in any 12 month period, as permitted by law. The holders of the

                                                                      S-19
  <PAGE>


  Class P Certificates will be entitled to all Prepayment Charges received on the
  Mortgage Loans, and these amounts will not be available for distribution on the
  other classes of certificates. Under the limited instances described under the
  terms of the pooling and servicing agreement, the servicer may waive the payment
  of any otherwise applicable Prepayment Charge with respect to the Mortgage
  Loans. As of July 1, 2003, the Alternative Mortgage Parity Act of 1982 (the
  "Parity Act"), which regulates the ability of originators to impose prepayment
  charges, was amended, and as a result, the originators will be required to
  comply with state and local laws in originating mortgage loans with prepayment
  charge provisions with respect to loans originated on or after July 1, 2003. The
  Depositor makes no representations as to the effect that the prepayment charges
  and the recent amendment of the Parity Act may have on the prepayment
  performance of the Mortgage Loans. However, the recent amendment of the Parity
  Act does not retroactively affect loans originated before July 1, 2003.
  Investors should conduct their own analysis of the effect, if any, that the
  Prepayment Charges, decisions by the servicer with respect to the waiver of the
  Prepayment Charges and the recent amendment to the Parity Act, may have on the
  prepayment   performance of the Mortgage      Loans.   The Depositor makes no
  representation as to the effect that the Prepayment Charges, decisions by the
  servicer with respect to the waiver of the Prepayment Charges and the recent
  amendment to the Parity Act, may have on the prepayment performance of the
  Mortgage Loans. See "Certain Legal Aspects of the Loans-Enforceability of
  Prepayment and Late Payment Fees" in the prospectus.

  MORTGAGE LOAN CHARACTERISTICS

        The average principal balance of the Mortgage Loans at origination was
  approximately $187,372. No Mortgage Loan had a principal balance at origination
  greater than approximately $850,000 or less than approximately $4,500. The
  average principal balance of the Mortgage Loans as of the Cut-off Date was
  approximately $187,199. No Mortgage Loan had a principal balance as of the
  Cut-off Date greater than approximately $849,286 or less than approximately
  $3,440.

        The Mortgage Loans had Mortgage Rates as of the Cut-off Date ranging from
  approximately 4.625% per annum to approximately 13.125% per annum, and the
  weighted average Mortgage Rate was approximately 7.190% per annum. As of the
  Cut-off Date, the ARM Loans had Gross Margins ranging from approximately 1.000%
  per annum to approximately 9.750% per annum, Minimum Mortgage Rates ranging from
  approximately 3.250% per annum to approximately 12.000% per annum and Maximum
  Mortgage Rates ranging from approximately 8.375% per annum to approximately
                                       Page 418 the
  18.625% per annum. As of the Cut-off Date,    of 1693weighted average Gross Margin was
  approximately   5.874%,   the weighted      average Minimum        MortgageTab 14,
                                                                                 Ratep. 15 ofwas
                                                                                             34
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  approximately 6.874% per annum and the weighted average Maximum Mortgage Rate
  was approximately 13.313% per annum. The latest first Adjustment Date following
  the Cut-off Date on any ARM Loan occurs on October 1, 2009 and the weighted
  average next Adjustment Date for all of the ARM Loans following the Cut-off Date
  is November 2, 2006.

        The weighted average combined loan-to-value ratio of the Mortgage Loans at
  origination was approximately 82.37%. At origination, no Mortgage Loan had a
  combined loan-to-value ratio greater than approximately 100.00% or less than
  approximately 17.24%.

        The weighted average remaining term to stated maturity of the Mortgage
  Loans was approximately 344 months as of the Cut-off Date. None of the Mortgage
  Loans will have a first due date prior to January 1, 2000 or after November 1,
  2004 or will have a remaining term to stated maturity of less than 42 months or
  greater than 360 months as of the Cut-off Date. The latest maturity date of any
  Mortgage Loan is October 1, 2034.

        As of the Cut-off Date, the weighted average FICO Score for the Mortgage
  Loans that were scored is approximately 640. No Mortgage Loan which was scored
  had a FICO Score as of the Cut-off Date greater than 900 or less than 500.

                                                                      S-20
  <PAGE>


           The Mortgage Loans are expected to have the following additional
  characteristics as of the Cut-off Date (the sum in any column may not equal the
  total indicated due to rounding):

                                                                      S-21
  <PAGE>


                                         COLLATERAL TYPE OF THE MORTGAGE LOANS

                                                        AGGREGATE       % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE     PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF     OUTSTANDING AS OF
          COLLATERAL TYPE          LOANS         THE CUT-OFF DATE      THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Fixed - 5 Year ...............       1           $           3,440         0.00%
  Fixed - 15 Year ..............     100                  10,501,546         0.95
  Fixed - 20 Year ..............      21                   2,221,645         0.20
  Fixed - 30 Year ..............     995                 163,114,904        14.75
  Balloon - 20/30 ..............       7                     271,977         0.02
  Balloon - 15/30 ..............   1,210                  75,278,126         6.81
  ARM - 6 Month ................      11                   2,644,884         0.24
  ARM - 2 Year/6 Month .........   2,729                 608,106,352        55.00
  ARM - 2 Year/6 Month - IO ....     506                 163,444,909        14.78
  ARM - 3 Year/6 Month .........     156                  34,059,374         3.08
  ARM - 3 Year/6 Month - IO ....       6                   1,445,352         0.13
  ARM - 5 Year/6 Month .........     115                  28,163,925         2.55
  ARM - 5 Year/6 Month - IO ....      49                  16,340,322         1.48
                                   -----           ---------------         ------
       Total ...................   5,906Page 419 of$1693
                                                      1,105,596,756        100.00%
                                   =====           ===============          Tab 14, p. 16 of 34
                                                                           ======
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                                           LIEN PRIORITY OF THE MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
           LIEN PRIORITY           LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  First Lien ...................   4,410      $ 1,014,783,288         91.79%
  Second Lien ..................   1,496           90,813,468          8.21
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======

                                                                      S-22
  <PAGE>


                                           PRINCIPAL BALANCES OF THE MORTGAGE LOANS AT ORIGINATION

                                                  AGGREGATE       % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
        PRINCIPAL BALANCE         MORTGAGE      OUTSTANDING AT     OUTSTANDING AT
        AT ORIGINATION ($)         LOANS         ORIGINATION         ORIGINATION
  --------------------------------------------------------------------------------
        0.01 - 50,000.00 ......      754      $     26,162,322         2.36%
   50,000.01 - 100,000.00 ......   1,297            95,612,325         8.64
  100,000.01 - 150,000.00 ......     945           118,138,388        10.68
  150,000.01 - 200,000.00 ......     732           127,997,121        11.57
  200,000.01 - 250,000.00 ......     604           135,837,674        12.28
  250,000.01 - 300,000.00 ......     433           119,080,795        10.76
  300,000.01 - 350,000.00 ......     349           113,575,423        10.26
  350,000.01 - 400,000.00 ......     260            97,352,659         8.80
  400,000.01 - 450,000.00 ......     170            72,595,521         6.56
  450,000.01 - 500,000.00 ......     137            65,553,066         5.92
  500,000.01 - 550,000.00 ......      79            41,561,160         3.76
  550,000.01 - 600,000.00 ......      64            36,936,487         3.34
  600,000.01 - 650,000.00 ......      34            21,328,808         1.93
  650,000.01 - 700,000.00 ......      20            13,464,860         1.22
  700,000.01 - 750,000.00 ......      16            11,782,011         1.06
  750,000.01 - 800,000.00 ......       7             5,462,400         0.49
  800,000.01 - 850,000.00 ......       5             4,178,500         0.38
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,106,619,520        100.00%
                                   =====      ===============        ======

                                                                      S-23
  <PAGE>


                                      PRINCIPAL BALANCES OF THE MORTGAGE LOANS
                                               AS OF THE CUT-OFF DATE

                                                                                AGGREGATE        % OF AGGREGATE
                                                          NUMBER Page
                                                                  OF 420 PRINCIPAL
                                                                         of 1693      BALANCE   PRINCIPAL BALANCE
             PRINCIPAL BALANCE                             MORTGAGE      OUTSTANDING AS OF           Tab 14, p. 17
                                                                                                OUTSTANDING      ASof 34
                                                                                                                       OF
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    AS OF THE CUT-OFF DATE ($)     LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
        0.01 - 50,000.00 ......      754      $    26,111,070          2.36%
   50,000.01 - 100,000.00 ......   1,300           95,829,396          8.67
  100,000.01 - 150,000.00 ......     944          118,023,947         10.68
  150,000.01 - 200,000.00 ......     732          127,970,161         11.57
  200,000.01 - 250,000.00 ......     602          135,301,588         12.24
  250,000.01 - 300,000.00 ......     433          118,972,182         10.76
  300,000.01 - 350,000.00 ......     349          113,485,108         10.26
  350,000.01 - 400,000.00 ......     261           97,676,826          8.83
  400,000.01 - 450,000.00 ......     171           73,035,599          6.61
  450,000.01 - 500,000.00 ......     135           64,601,724          5.84
  500,000.01 - 550,000.00 ......      79           41,522,387          3.76
  550,000.01 - 600,000.00 ......      64           36,898,771          3.34
  600,000.01 - 650,000.00 ......      34           21,307,368          1.93
  650,000.01 - 700,000.00 ......      20           13,455,314          1.22
  700,000.01 - 750,000.00 ......      16           11,773,906          1.06
  750,000.01 - 800,000.00 ......       7            5,456,420          0.49
  800,000.01 - 850,000.00 ......       5            4,174,990          0.38
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======

                                                                      S-24
  <PAGE>


            GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES OF THE MORTGAGE LOANS

                                                        AGGREGATE       % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE     PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF     OUTSTANDING AS OF
             LOCATION              LOANS         THE CUT-OFF DATE      THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  California ...................   2,627           $     625,353,356        56.56%
  Florida ......................     420                  57,345,975         5.19
  New York .....................     184                  45,473,605         4.11
  Illinois .....................     254                  37,675,624         3.41
  Maryland .....................     199                  34,772,113         3.15
  Texas ........................     297                  31,102,351         2.81
  Nevada .......................     174                  30,147,238         2.73
  Virginia .....................     180                  28,221,217         2.55
  Arizona ......................     182                  23,810,076         2.15
  New Jersey ...................     107                  22,956,145         2.08
  Washington ...................      97                  15,234,943         1.38
  Connecticut ..................      68                  14,115,162         1.28
  Massachusetts ................      65                  13,598,951         1.23
  Colorado .....................      82                  12,062,185         1.09
  Pennsylvania .................      96                  11,701,230         1.06
  Georgia ......................      88                  11,588,406         1.05
  Ohio .........................      91                   9,127,536         0.83
  Hawaii .......................      35                   8,942,572         0.81
  Michigan .....................      79                   7,850,428         0.71
  Louisiana ....................      90                   6,833,801         0.62
  Oregon .......................      40                   6,164,187         0.56
  Rhode Island .................      27Page 421 of 1693   5,096,637         0.46
  North Carolina ...............      46                   4,888,846        Tab 14, p. 18 of 34
                                                                             0.44
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  Tennessee ....................                                42                     4,290,919                            0.39
  District of Columbia .........                                21                     4,214,708                            0.38
  Indiana ......................                                49                     4,084,614                            0.37
  Montana ......................                                27                     3,947,997                            0.36
  Missouri .....................                                38                     3,298,246                            0.30
  Utah .........................                                31                     3,246,162                            0.29
  Minnesota ....................                                19                     2,650,186                            0.24
  New Mexico ...................                                15                     1,996,927                            0.18
  South Carolina ...............                                16                     1,691,238                            0.15
  New Hampshire ................                                12                     1,641,325                            0.15
  Delaware .....................                                 9                     1,443,224                            0.13
  Oklahoma .....................                                15                     1,323,790                            0.12
  Mississippi ..................                                14                     1,276,034                            0.12
  Idaho ........................                                17                     1,187,780                            0.11
  Kentucky .....................                                13                     1,185,111                            0.11
  Wisconsin ....................                                12                     1,087,738                            0.10
  Arkansas .....................                                 9                       657,138                            0.06
  Maine ........................                                 3                       594,933                            0.05
  Kansas .......................                                 5                       554,373                            0.05
  Iowa .........................                                 4                       313,667                            0.03
  West Virginia ................                                 3                       276,305                            0.02
  Alaska .......................                                 1                       224,841                            0.02
  Wyoming ......................                                 1                       214,291                            0.02
  Alabama ......................                                 1                        75,887                            0.01
  Nebraska .....................                                 1                        56,737                            0.01
                                                             -----               ---------------                          ------
            Total ...................                        5,906               $ 1,105,596,756                          100.00%
                                                             =====               ===============                          ======

                                                                      S-25
  <PAGE>


                      MORTGAGE RATES OF THE MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        AGGREGATE       % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE     PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF     OUTSTANDING AS OF
         MORTGAGE RATE (%)         LOANS         THE CUT-OFF DATE      THE CUT-OFF DATE
  --------------------------------------------------------------------------------
   4.500 - 4.999 ..............       14           $       5,214,393         0.47%
   5.000 - 5.499 ..............       73                  21,422,971         1.94
   5.500 - 5.999 ..............      487                 139,767,048        12.64
   6.000 - 6.499 ..............      572                 151,462,195        13.70
   6.500 - 6.999 ..............    1,209                 310,448,348        28.08
   7.000 - 7.499 ..............      584                 129,286,907        11.69
   7.500 - 7.999 ..............      781                 157,104,705        14.21
   8.000 - 8.499 ..............      281                  47,420,132         4.29
   8.500 - 8.999 ..............      423                  47,949,972         4.34
   9.000 - 9.499 ..............      122                  12,249,129         1.11
   9.500 - 9.999 ..............      456                  30,831,367         2.79
  10.000 - 10.499 ..............     124                   7,882,956         0.71
  10.500 - 10.999 ..............     484                  30,855,322         2.79
  11.000 - 11.499 ..............      77                   3,875,132         0.35
  11.500 - 11.999 ..............      98                   4,723,338         0.43
  12.000 - 12.499 ..............      32Page 422 of 1693   1,565,015         0.14
  12.500 - 12.999 ..............      88                   3,488,449        Tab 14, p. 19 of 34
                                                                             0.32
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  13.000 - 13.499 ..............                                 1                        49,378                            0.00
                                                             -----               ---------------                          ------
            Total ...................                        5,906               $ 1,105,596,756                          100.00%
                                                             =====               ===============                          ======


                                           ORIGINAL TERM OF THE MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
          ORIGINAL TERM            LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
   60 months ...................       1      $         3,440          0.00%
  180 months ...................   1,310           85,779,672          7.76
  240 months ...................      28            2,493,622          0.23
  360 months ...................   4,567        1,017,320,022         92.02
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======

                                                                      S-26
  <PAGE>


                                        REMAINING TERM TO STATED MATURITY OF
                                      THE MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
          REMAINING TERM          MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
        TO STATED MATURITY         LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
    1 - 60 months ..............       1      $         3,440          0.00%
  121 - 180 months .............   1,310           85,779,672          7.76
  181 - 240 months .............      28            2,493,622          0.23
  301 - 360 months .............   4,567        1,017,320,022         92.02
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======


                                         PROPERTY TYPES OF THE MORTGAGE LOANS

                                                       AGGREGATE     % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE  PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF  OUTSTANDING AS OF
           PROPERTY TYPE           LOANS         THE CUT-OFF DATE   THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Single Family Residence ......   4,224           $    783,458,393      70.86%
  PUD ..........................     798                146,272,345      13.23
  Condominium ..................     548                 97,323,992       8.80
  2-4 Family ...................     336                 78,542,025       7.10
                                   -----           ---------------      ------
       Total ...................   5,906           $ 1,105,596,756      100.00%
                                   =====Page 423 of===============
                                                   1693                 ======
                                                                                                                            Tab 14, p. 20 of 34
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                    ORIGINAL COMBINED LOAN-TO-VALUE RATIOS OF THE MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
        ORIGINAL COMBINED         MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
      LOAN-TO-VALUE RATIO (%)      LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Less than or equal to 50.00 ..      96      $    12,348,361          1.12%
  50.01 - 55.00 ...............       54           10,362,259          0.94
  55.01 - 60.00 ...............       83           15,467,875          1.40
  60.01 - 65.00 ...............      123           24,547,367          2.22
  65.01 - 70.00 ...............      207           42,745,622          3.87
  70.01 - 75.00 ...............      274           66,587,869          6.02
  75.01 - 80.00 ...............    2,020          484,226,587         43.80
  80.01 - 85.00 ...............      456          104,596,389          9.46
  85.01 - 90.00 ...............      735          165,964,792         15.01
  90.01 - 95.00 ...............      446           86,566,138          7.83
  95.01 - 100.00 ...............   1,412           92,183,495          8.34
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======

                                                                      S-27
  <PAGE>


                                      DOCUMENTATION TYPE OF THE MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
        DOCUMENTATION TYPE         LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Full/Alternative
    Documentation ..............   3,383      $   605,387,443         54.76%
  Stated Income Documentation ..   2,045          391,638,651         35.42
  Limited/Lite Documentation ...     473          107,731,672          9.74
  No Income Documentation ......       5              838,990          0.08
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======


                                             FICO SCORE FOR THE MORTGAGE LOANS

                                                        AGGREGATE       % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE     PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF     OUTSTANDING AS OF
            FICO SCORE             LOANS         THE CUT-OFF DATE      THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  500 - 524 ....................      99           $      16,447,273         1.49%
  525 - 549 ....................     244                  44,043,211         3.98
  550 - 574 ....................     396                  83,118,445         7.52
  575 - 599 ....................     584                 111,608,079        10.09
  600 - 624 ....................   1,021Page 424 of 1693 193,617,600        17.51
  625 - 649 ....................   1,179                 210,604,439        Tab 14, p. 21 of 34
                                                                            19.05
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  650 - 674 ....................                               920                   166,032,839                           15.02
  675 - 699 ....................                               614                   116,883,843                           10.57
  700 - 724 ....................                               352                    66,808,648                            6.04
  725 - 749 ....................                               256                    47,263,950                            4.27
  750 - 774 ....................                               172                    35,686,535                            3.23
  775 - 799 ....................                                62                    11,908,892                            1.08
  800 - 824 ....................                                 6                     1,485,687                            0.13
  Greater than or equal to 900 .                                 1                        87,314                            0.01
                                                             -----               ---------------                          ------
            Total ...................                        5,906               $ 1,105,596,756                          100.00%
                                                             =====               ===============                          ======


                                           LOAN PURPOSE OF THE MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
           LOAN PURPOSE            LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Purchase .....................   3,292      $   553,143,875         50.03%
  Refinance - Cashout ..........   1,994          428,296,723         38.74
  Refinance - Rate Term ........     620          124,156,158         11.23
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======

                                                                      S-28
  <PAGE>


                                        OCCUPANCY STATUS OF THE MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
         OCCUPANCY STATUS          LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Primary ......................   5,452      $ 1,031,590,011         93.31%
  Investment ...................     358           57,190,969          5.17
  Second Home ..................      96           16,815,776          1.52
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======

  The occupancy status of a Mortgaged                               Property is as represented by the mortgagor
  in its loan application.


             NEXT ADJUSTMENT DATES FOR THE ARM LOANS INCLUDED IN THE MORTGAGE POOL

                                                        AGGREGATE       % OF AGGREGATE
                                                 PRINCIPAL BALANCE     PRINCIPAL BALANCE
                                 NUMBER OF       OUTSTANDING AS OF     OUTSTANDING AS OF
       NEXT ADJUSTMENT DATE      ARM LOANS       THE CUT-OFF DATE      THE CUT-OFF DATE
                                        Page 425 of 1693
  --------------------------------------------------------------------------------
  December 2004 ................       1           $          31,222        Tab 14, p. 22 of 34
                                                                             0.00%
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  January 2005 .................                                 1                       114,203                            0.01
  February 2005 ................                                 3                       564,869                            0.07
  March 2005 ...................                                 8                     2,151,276                            0.25
  August 2005 ..................                                 2                       239,951                            0.03
  September 2005 ...............                                 1                        47,064                            0.01
  December 2005 ................                                 1                        85,051                            0.01
  January 2006 .................                                 1                        80,260                            0.01
  February 2006 ................                                 4                       539,436                            0.06
  April 2006 ...................                                 3                       838,349                            0.10
  May 2006 .....................                                 3                       418,221                            0.05
  June 2006 ....................                                15                     3,517,834                            0.41
  July 2006 ....................                                67                    17,896,974                            2.10
  August 2006 ..................                               633                   161,983,508                           18.96
  September 2006 ...............                             2,474                   579,752,085                           67.87
  October 2006 .................                                29                     5,935,841                            0.69
  May 2007 .....................                                 1                       187,239                            0.02
  June 2007 ....................                                 1                       186,951                            0.02
  July 2007 ....................                                 5                     1,196,222                            0.14
  August 2007 ..................                                34                     7,732,516                            0.91
  September 2007 ...............                               120                    26,037,798                            3.05
  October 2007 .................                                 1                       164,000                            0.02
  July 2009 ....................                                 5                     2,225,202                            0.26
  August 2009 ..................                                34                     8,943,709                            1.05
  September 2009 ...............                               124                    32,921,336                            3.85
  October 2009 .................                                 1                       414,000                            0.05
                                                             -----               ---------------                          ------
            Total ...................                        3,572               $   854,205,118                          100.00%
                                                             =====               ===============                          ======

                                                                      S-29
  <PAGE>


                    GROSS MARGINS OF THE ARM LOANS INCLUDED IN THE MORTGAGE POOL

                                                       AGGREGATE       % OF AGGREGATE
                                                 PRINCIPAL BALANCE    PRINCIPAL BALANCE
                                 NUMBER OF       OUTSTANDING AS OF    OUTSTANDING AS OF
         GROSS MARGIN (%)        ARM LOANS       THE CUT-OFF DATE     THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  1.000 - 1.499 ................       2           $        178,798         0.02%
  3.000 - 3.499 ................       2                    554,350         0.06
  3.500 - 3.999 ................     115                 34,196,896         4.00
  4.000 - 4.499 ................      24                  5,914,136         0.69
  4.500 - 4.999 ................     218                 57,587,742         6.74
  5.000 - 5.499 ................     911                208,743,099        24.44
  5.500 - 5.999 ................     624                166,978,527        19.55
  6.000 - 6.499 ................     682                171,782,150        20.11
  6.500 - 6.999 ................     470                106,027,738        12.41
  7.000 - 7.499 ................     247                 53,189,353         6.23
  7.500 - 7.999 ................     163                 31,664,014         3.71
  8.000 - 8.499 ................     100                 15,842,050         1.85
  8.500 - 8.999 ................      12                  1,277,920         0.15
  9.000 - 9.499 ................       1                     83,268         0.01
  9.500 - 9.999 ................       1                    185,077         0.02
                                   -----Page 426 of---------------
                                                   1693                   ------
       Total ...................   3,572           $    854,205,118        Tab 14, p. 23 of 34
                                                                          100.00%
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                                                             =====               ===============                          ======


             MAXIMUM MORTGAGE RATES OF THE ARM LOANS INCLUDED IN THE MORTGAGE POOL

                                                 AGGREGATE        % OF AGGREGATE
                                             PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                 NUMBER OF   OUTSTANDING AS OF   OUTSTANDING AS OF
     MAXIMUM MORTGAGE RATE (%)   ARM LOANS   THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
   8.000 - 8.499 ..............        1      $       215,000          0.03%
  10.000 - 10.499 ..............       1              175,359          0.02
  10.500 - 10.999 ..............       1              129,911          0.02
  11.000 - 11.499 ..............      22            7,069,395          0.83
  11.500 - 11.999 ..............     109           29,114,588          3.41
  12.000 - 12.499 ..............     478          137,256,368         16.07
  12.500 - 12.999 ..............     527          141,264,995         16.54
  13.000 - 13.499 ..............     872          228,239,859         26.72
  13.500 - 13.999 ..............     548          124,525,400         14.58
  14.000 - 14.499 ..............     508          107,560,035         12.59
  14.500 - 14.999 ..............     236           42,339,534          4.96
  15.000 - 15.499 ..............     164           25,137,054          2.94
  15.500 - 15.999 ..............      62            7,507,007          0.88
  16.000 - 16.499 ..............      26            2,650,517          0.31
  16.500 - 16.999 ..............       9              586,191          0.07
  17.000 - 17.499 ..............       3              193,029          0.02
  17.500 - 17.999 ..............       4              209,655          0.02
  18.500 - 18.999 ..............       1               31,222          0.00
                                   -----      ---------------        ------
       Total ...................   3,572      $   854,205,118        100.00%
                                   =====      ===============        ======

                                                                      S-30
  <PAGE>


             MINIMUM MORTGAGE RATES OF THE ARM LOANS INCLUDED IN THE MORTGAGE POOL

                                                        AGGREGATE       % OF AGGREGATE
                                                 PRINCIPAL BALANCE     PRINCIPAL BALANCE
                                 NUMBER OF       OUTSTANDING AS OF     OUTSTANDING AS OF
     MINIMUM MORTGAGE RATE (%)   ARM LOANS       THE CUT-OFF DATE      THE CUT-OFF DATE
  --------------------------------------------------------------------------------
   3.000 - 3.499 ..............        1           $         309,550         0.04%
   4.000 - 4.499 ..............        3                     587,036         0.07
   4.500 - 4.999 ..............       23                   7,297,664         0.85
   5.000 - 5.499 ..............       75                  21,544,015         2.52
   5.500 - 5.999 ..............      460                 132,363,092        15.50
   6.000 - 6.499 ..............      447                 120,187,493        14.07
   6.500 - 6.999 ..............      962                 256,187,071        29.99
   7.000 - 7.499 ..............      446                 103,384,793        12.10
   7.500 - 7.999 ..............      598                 128,099,177        15.00
   8.000 - 8.499 ..............      211                  38,643,672         4.52
   8.500 - 8.999 ..............      206                  31,218,783         3.65
   9.000 - 9.499 ..............       68                   7,882,703         0.92
   9.500 - 9.999 ..............       43Page 427 of 1693   4,694,692         0.55
  10.000 - 10.499 ..............      15                   1,121,084        Tab 14, p. 24 of 34
                                                                             0.13
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  10.500       -    10.999     ..............                    9                       492,623                            0.06
  11.000       -    11.499     ..............                    1                        44,184                            0.01
  11.500       -    11.999     ..............                    3                       116,264                            0.01
  12.000       -    12.499     ..............                    1                        31,222                            0.00
                                                             -----               ---------------                          ------
             Total ...................                       3,572               $   854,205,118                          100.00%
                                                             =====               ===============                          ======


            INITIAL PERIODIC RATE CAPS OF THE ARM LOANS INCLUDED IN THE MORTGAGE POOL

                                                 AGGREGATE        % OF AGGREGATE
                                             PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                 NUMBER OF   OUTSTANDING AS OF   OUTSTANDING AS OF
  INITIAL PERIODIC RATE CAP (%) ARM LOANS    THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  1.000 ........................      48      $     8,614,710          1.01%
  1.125 ........................       1              123,154          0.01
  1.160 ........................       2              193,117          0.02
  1.497 ........................       1              539,547          0.06
  1.500 ........................   1,958          460,745,066         53.94
  1.987 ........................       1              157,170          0.02
  2.000 ........................      96           30,919,146          3.62
  2.115 ........................       1              155,612          0.02
  3.000 ........................   1,417          336,869,701         39.44
  5.000 ........................      47           15,887,895          1.86
                                   -----      ---------------        ------
       Total ...................   3,572      $   854,205,118        100.00%
                                   =====      ===============        ======

                                                                      S-31
  <PAGE>


      SUBSEQUENT PERIODIC RATE CAPS OF THE ARM LOANS INCLUDED IN THE MORTGAGE POOL

                                                 AGGREGATE        % OF AGGREGATE
                                             PRINCIPAL BALANCE   PRINCIPAL BALANCE
            SUBSEQUENT           NUMBER OF   OUTSTANDING AS OF   OUTSTANDING AS OF
       PERIODIC RATE CAP (%)     ARM LOANS   THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  0.750 ........................       1      $       301,880          0.04%
  1.000 ........................   3,548          850,688,122         99.59
  1.500 ........................      19            2,560,108          0.30
  2.000 ........................       4              655,007          0.08
                                   -----      ---------------        ------
       Total ...................   3,572      $   854,205,118        100.00%
                                   =====      ===============        ======


                   LIFETIME RATE CAPS OF THE ARM LOANS INCLUDED IN THE MORTGAGE POOL

                                                        AGGREGATE       % OF AGGREGATE
                                                 PRINCIPAL BALANCE     PRINCIPAL BALANCE
                                 NUMBER OF       OUTSTANDING AS OF     OUTSTANDING AS OF
       LIFETIME RATE CAP (%)            Page 428 THE
                                 ARM LOANS       of 1693CUT-OFF DATE   THE CUT-OFF DATE
                                                                            Tab 14, p. 25 of 34
  --------------------------------------------------------------------------------
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  5.000      -   5.499     ................                      1               $       175,359                            0.02%
  6.000      -   6.499     ................                    800                   155,217,331                           18.17
  6.500      -   6.999     ................                  2,668                   666,295,461                           78.00
  7.000      -   7.499     ................                    103                    32,516,967                            3.81
                                                             -----               ---------------                          ------
            Total ...................                        3,572               $   854,205,118                          100.00%
                                                             =====               ===============                          ======


                  PREPAYMENT PENALTY MONTHS OF THE MORTGAGE LOANS AT ORIGINATION

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
    PREPAYMENT PENALTY MONTHS     MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
          AT ORIGINATION           LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  0 ............................   1,448      $   234,877,550         21.24%
  6 ............................       1              103,930          0.01
  12 ...........................     206           50,504,229          4.57
  24 ...........................   3,129          642,046,852         58.07
  36 ...........................   1,121          177,756,920         16.08
  60 ...........................       1              307,275          0.03
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======

                                                                      S-32
  <PAGE>


                                             ORIGINATORS OF THE MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
            ORIGINATORS            LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  WMC ..........................   4,483      $   866,889,947         78.41%
  People's Choice ..............   1,145          199,782,410         18.07
  Other ........................     278           38,924,399          3.52
                                   -----      ---------------        ------
       Total ...................   5,906      $ 1,105,596,756        100.00%
                                   =====      ===============        ======

                                                                      S-33
  <PAGE>


  GROUP I MORTGAGE LOAN CHARACTERISTICS

        Approximately 25.77% of the Group I Mortgage Loans are fixed-rate mortgage
  loans and approximately 74.23% of the Group I Mortgage Loans are ARM Loans (the
  "Group I ARM Loans"), in each case, by aggregate principal balance of the Group
  I Mortgage Loans as of the Cut-off Date.

                                        PageI429
        Approximately 92.96% of the Group        of 1693
                                               Mortgage  Loans are First Lien Mortgage
  Loans and approximately 7.04% of the Group I Mortgage Loans are Second  Tab 14, p. 26 Lien
                                                                                        of 34
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  Mortgage Loans, in each case, by aggregate                                          principal           balance of the Group I
  Mortgage Loans as of the Cut-off Date.

        Approximately 4.99% of the Group I Mortgage Loans are Balloon Loans and
  approximately 8.42% of the Group I Mortgage Loans are Interest Only Loans, in
  each case, by aggregate principal balance of the Group I Mortgage Loans as of
  the Cut-off Date.

        The average principal balance of the Group I Mortgage Loans at origination
  was approximately $147,843. No Group I Mortgage Loan had a principal balance at
  origination greater than approximately $590,750 or less than approximately
  $13,200. The average principal balance of the Group I Mortgage Loans as of the
  Cut-off Date was approximately $147,695. No Group I Mortgage Loan had a
  principal balance as of the Cut-off Date greater than approximately $589,826 or
  less than approximately $13,197.

        The Group I Mortgage Loans had Mortgage Rates as of the Cut-off Date
  ranging from approximately 4.925% per annum to approximately 12.990% per annum,
  and the weighted average Mortgage Rate was approximately 7.277% per annum. As of
  the Cut-off Date, the Group I ARM Loans had Gross Margins ranging from
  approximately 1.000% per annum to approximately 8.000% per annum, Minimum
  Mortgage Rates ranging from approximately 4.925% per annum to approximately
  11.990% per annum and Maximum Mortgage Rates ranging from approximately 11.125%
  per annum to approximately 17.990% per annum. As of the Cut-off Date, the
  weighted average Gross Margin was approximately 5.966%, the weighted average
  Minimum Mortgage Rate was approximately 7.012% per annum and the weighted
  average Maximum Mortgage Rate was approximately 13.431% per annum. The latest
  first Adjustment Date following the Cut-off Date on any Group I ARM Loan occurs
  on September 1, 2009 and the weighted average next Adjustment Date for all of
  the Group I ARM Loans following the Cut-off Date is October 29, 2006.

        The weighted average combined loan-to-value ratio of the Group I Mortgage
  Loans at origination was approximately 81.48%. At origination, no Group I
  Mortgage Loan had a combined loan-to-value ratio greater than approximately
  100.00% or less than approximately 17.24%.

        The weighted average remaining term to stated maturity of the Group I
  Mortgage Loans was approximately 347 months as of the Cut-off Date. None of the
  Group I Mortgage Loans will have a first due date prior to November 1, 2003 or
  after November 1, 2004, or will have a remaining term to stated maturity of less
  than 168 months or greater than 360 months as of the Cut-off Date. The latest
  maturity date of any Group I Mortgage Loan is October 1, 2034.

        As of the Cut-off Date, the weighted average FICO Score for the Group I
  Mortgage Loans that were scored is approximately 634. No Group I Mortgage Loan
  which was scored had a FICO Score as of the Cut-off Date greater than 814 or
  less than 500.

        The Group I Mortgage Loans are expected to have the following additional
  characteristics as of the Cut-off Date (the sum in any column may not equal the
  total indicated due to rounding):

                                                                      S-34
  <PAGE>

                                                                     Page 430 of 1693
                                  COLLATERAL TYPE OF THE GROUP I MORTGAGE LOANS     Tab 14, p. 27 of 34
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                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
          COLLATERAL TYPE          LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Fixed-15 Year ................      93       $   9,414,646           1.47%
  Fixed-20 Year ................      11           1,390,006           0.22
  Fixed-30 Year ................     876         121,930,643          19.09
  Balloon-15/30 ................     740          31,860,784           4.99
  ARM - 6 Month ................       8           1,494,592           0.23
  ARM - 2 Year/6 Month .........   2,139         379,790,970          59.46
  ARM - 2 Year/6 Month-IO ......     222          48,581,100           7.61
  ARM - 3 Year/6 Month .........     127          22,457,956           3.52
  ARM - 5 Year/6 Month .........      87          16,672,185           2.61
  ARM - 5 Year/6 Month-IO ......      22           5,188,812           0.81
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======


                                    LIEN PRIORITY OF THE GROUP I MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
           LIEN PRIORITY           LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  First Lien ...................   3,335       $ 593,806,980          92.96%
  Second Lien ..................     990          44,974,714           7.04
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======


                  PRINCIPAL BALANCES OF THE GROUP I MORTGAGE LOANS AT ORIGINATION

                                                        AGGREGATE      % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE    PRINCIPAL BALANCE
        PRINCIPAL BALANCE         MORTGAGE         OUTSTANDING AT      OUTSTANDING AT
        AT ORIGINATION ($)         LOANS              ORIGINATION        ORIGINATION
  --------------------------------------------------------------------------------
        0.01 - 50,000.00 ......      688             $ 23,909,186           3.74%
   50,000.01 - 100,000.00 ......     955                 68,245,729        10.67
  100,000.01 - 150,000.00 ......     761                 95,204,957        14.89
  150,000.01 - 200,000.00 ......     658                115,220,946        18.02
  200,000.01 - 250,000.00 ......     574                129,124,110        20.19
  250,000.01 - 300,000.00 ......     412                113,412,808        17.74
  300,000.01 - 350,000.00 ......     218                 69,282,874        10.84
  350,000.01 - 400,000.00 ......      24                  8,992,835         1.41
  400,000.01 - 450,000.00 ......      19                  8,053,400         1.26
  450,000.01 - 500,000.00 ......      11                  5,220,375         0.82
  500,000.01 - 550,000.00 ......       2                  1,032,000         0.16
  550,000.01 - 600,000.00 ......       3                  1,722,357         0.27
                                   -----             -------------        ------
       Total ...................   4,325Page 431 of 1693
                                                     $ 639,421,577        100.00%
                                   =====             =============         Tab 14, p. 28 of 34
                                                                          ======
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                                                                      S-35
  <PAGE>


                               PRINCIPAL BALANCES OF THE GROUP I MORTGAGE LOANS
                                            AS OF THE CUT-OFF DATE

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
        PRINCIPAL BALANCE         MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
    AS OF THE CUT-OFF DATE ($)     LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
        0.01 - 50,000.00 ......      688       $ 23,864,153            3.74%
   50,000.01 - 100,000.00 ......     957          68,384,179          10.71
  100,000.01 - 150,000.00 ......     760          95,061,510          14.88
  150,000.01 - 200,000.00 ......     659         115,357,221          18.06
  200,000.01 - 250,000.00 ......     572         128,591,123          20.13
  250,000.01 - 300,000.00 ......     412         113,309,171          17.74
  300,000.01 - 350,000.00 ......     218          69,224,744          10.84
  350,000.01 - 400,000.00 ......      25           9,383,054           1.47
  400,000.01 - 450,000.00 ......      18           7,643,290           1.20
  450,000.01 - 500,000.00 ......      11           5,213,288           0.82
  500,000.01 - 550,000.00 ......       2           1,029,309           0.16
  550,000.01 - 600,000.00 ......       3           1,720,652           0.27
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======

                                                                      S-36
  <PAGE>


                      GEOGRAPHIC DISTRIBUTION OF THE MORTGAGED PROPERTIES OF THE
                                        GROUP I MORTGAGE LOANS

                                                        AGGREGATE      % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE    PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF    OUTSTANDING AS OF
            LOCATION                LOANS          THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  California ...................   1,603             $ 290,973,161         45.55%
  Florida ......................     369                 43,748,611         6.85
  Illinois .....................     230                 31,600,188         4.95
  New York .....................     128                 29,183,696         4.57
  Texas ........................     243                 23,062,251         3.61
  Maryland .....................     148                 21,720,293         3.40
  Virginia .....................     142                 19,456,244         3.05
  Nevada .......................     142                 18,884,458         2.96
  Arizona ......................     125                 13,839,221         2.17
  New Jersey ...................      78                 13,048,728         2.04
  Pennsylvania .................      91                 10,457,924         1.64
  Washington ...................      76                 10,358,273         1.62
  Massachusetts ................      54                 10,245,868         1.60
  Georgia ......................      81                  9,661,760         1.51
  Colorado .....................      71Page 432 of 1693 8,761,936          1.37
  Connecticut ..................      50                  8,628,604        Tab 14, p. 29 of 34
                                                                            1.35
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  Hawaii .......................                                32                        7,855,791                         1.23
  Ohio .........................                                86                        7,601,553                         1.19
  Michigan .....................                                74                        7,122,175                         1.11
  Louisiana ....................                                84                        6,273,604                         0.98
  Rhode Island .................                                27                        5,096,637                         0.80
  Tennessee ....................                                38                        3,972,507                         0.62
  North Carolina ...............                                39                        3,520,063                         0.55
  Oregon .......................                                30                        3,510,282                         0.55
  District of Columbia .........                                18                        3,169,522                         0.50
  Montana ......................                                24                        2,985,352                         0.47
  Indiana ......................                                35                        2,941,329                         0.46
  Missouri .....................                                32                        2,646,008                         0.41
  Utah .........................                                29                        2,447,804                         0.38
  Minnesota ....................                                14                        2,212,588                         0.35
  New Hampshire ................                                12                        1,641,325                         0.26
  New Mexico ...................                                11                        1,600,866                         0.25
  Delaware .....................                                 9                        1,443,224                         0.23
  Oklahoma .....................                                15                        1,323,790                         0.21
  Mississippi ..................                                13                        1,192,766                         0.19
  Idaho ........................                                17                        1,187,780                         0.19
  Wisconsin ....................                                12                        1,087,738                         0.17
  South Carolina ...............                                11                          920,692                         0.14
  Arkansas .....................                                 9                          657,138                         0.10
  Kentucky .....................                                 6                          636,158                         0.10
  Maine ........................                                 3                          594,933                         0.09
  Kansas .......................                                 5                          554,373                         0.09
  Iowa .........................                                 4                          313,667                         0.05
  Alaska .......................                                 1                          224,841                         0.04
  Wyoming ......................                                 1                          214,291                         0.03
  West Virginia ................                                 2                          144,944                         0.02
  Nebraska .....................                                 1                           56,737                         0.01
                                                             -----                    -------------                       ------
            Total ...................                        4,325                    $ 638,781,694                       100.00%
                                                             =====                    =============                       ======

                                                                      S-37
  <PAGE>


               MORTGAGE RATES OF THE GROUP I MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                        AGGREGATE      % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE    PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF    OUTSTANDING AS OF
         MORTGAGE RATE (%)          LOANS          THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
   4.500 - 4.999 ..............        6             $    1,437,096         0.22%
   5.000 - 5.499 ..............       42                  9,130,557         1.43
   5.500 - 5.999 ..............      303                 64,521,185        10.10
   6.000 - 6.499 ..............      411                 84,565,910        13.24
   6.500 - 6.999 ..............      885                173,964,719        27.23
   7.000 - 7.499 ..............      473                 84,977,188        13.30
   7.500 - 7.999 ..............      637                104,054,254        16.29
   8.000 - 8.499 ..............      217                 29,446,668         4.61
   8.500 - 8.999 ..............      300                 31,170,768         4.88
   9.000 - 9.499 ..............       94Page 433 of 1693 8,810,606          1.38
   9.500 - 9.999 ..............      304                 17,104,722        Tab 14, p. 30 of 34
                                                                            2.68
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  10.000       -   10.499      ..............                  106                        6,129,496                         0.96
  10.500       -   10.999      ..............                  321                       15,422,278                         2.41
  11.000       -   11.499      ..............                   50                        2,022,789                         0.32
  11.500       -   11.999      ..............                   76                        2,723,011                         0.43
  12.000       -   12.499      ..............                   24                          816,746                         0.13
  12.500       -   12.999      ..............                   76                        2,483,702                         0.39
                                                             -----                    -------------                       ------
            Total ...................                        4,325                    $ 638,781,694                       100.00%
                                                             =====                    =============                       ======


                                    ORIGINAL TERM OF THE GROUP I MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
          ORIGINAL TERM             LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  180 months ...................     833       $ 41,275,430            6.46%
  240 months ...................      11           1,390,006           0.22
  360 months ...................   3,481         596,116,258          93.32
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======

                                                                      S-38
  <PAGE>


                                     REMAINING TERM TO STATED MATURITY OF
                               THE GROUP I MORTGAGE LOANS AS OF THE CUT-OFF DATE

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
          REMAINING TERM          MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
        TO STATED MATURITY          LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  121 - 180 months .............     833       $ 41,275,430            6.46%
  181 - 240 months .............      11           1,390,006           0.22
  301 - 360 months .............   3,481         596,116,258          93.32
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======


                                  PROPERTY TYPES OF THE GROUP I MORTGAGE LOANS

                                                        AGGREGATE      % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE    PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF    OUTSTANDING AS OF
          PROPERTY TYPE             LOANS          THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Single Family Residence ......   3,120             $ 451,169,016         70.63%
  PUD ..........................     523                 71,466,064        11.19
  2-4 Family ...................     282                 59,463,250         9.31
  Condominium ..................     400Page 434 of 1693 56,683,364         8.87
                                   -----             -------------         Tab 14, p. 31 of 34
                                                                          ------
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            Total ...................                        4,325                    $ 638,781,694                       100.00%
                                                             =====                    =============                       ======


             ORIGINAL COMBINED LOAN-TO-VALUE RATIOS OF THE GROUP I MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
        ORIGINAL COMBINED         MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
      LOAN-TO-VALUE RATIO (%)       LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Less than or equal to 50.00 ..      90       $ 11,215,903            1.76%
   50.01 - 55.00 ..............       44           6,726,269           1.05
   55.01 - 60.00 ..............       75          12,209,731           1.91
   60.01 - 65.00 ..............      108          19,002,656           2.97
   65.01 - 70.00 ..............      173          30,035,926           4.70
   70.01 - 75.00 ..............      214          38,221,054           5.98
   75.01 - 80.00 ..............    1,476         271,317,936          42.47
   80.01 - 85.00 ..............      360          65,559,252          10.26
   85.01 - 90.00 ..............      538          90,025,198          14.09
   90.01 - 95.00 ..............      315          47,995,606           7.51
   95.01 - 100.00 ..............     932          46,472,164           7.28
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======

                                                                      S-39
  <PAGE>


                               DOCUMENTATION TYPE OF THE GROUP I MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
        DOCUMENTATION TYPE          LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Full/Alternative Documentation   2,526       $ 365,007,772          57.14%
  Stated Income Documentation ..   1,510         228,630,447          35.79
  Limited/Lite Documentation ...     289          45,143,476           7.07
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======


                                      FICO SCORE FOR THE GROUP I MORTGAGE LOANS

                                                        AGGREGATE      % OF AGGREGATE
                                 NUMBER OF       PRINCIPAL BALANCE    PRINCIPAL BALANCE
                                  MORTGAGE       OUTSTANDING AS OF    OUTSTANDING AS OF
             FICO SCORE             LOANS          THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  500 - 524 ....................      88             $ 12,245,883           1.92%
  525 - 549 ....................     207                 31,318,734         4.90
  550 - 574 ....................     325                 57,052,011         8.93
  575 - 599 ....................     476Page 435 of 1693 72,793,462        11.40
  600 - 624 ....................     759                114,831,003        Tab 14, p. 32 of 34
                                                                           17.98
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  625       -    649   ....................                    824                      115,022,234                        18.01
  650       -    674   ....................                    652                       91,112,625                        14.26
  675       -    699   ....................                    429                       61,910,096                         9.69
  700       -    724   ....................                    238                       35,114,962                         5.50
  725       -    749   ....................                    179                       25,219,708                         3.95
  750       -    774   ....................                    102                       14,798,822                         2.32
  775       -    799   ....................                     43                        6,566,108                         1.03
  800       -    824   ....................                      3                          796,047                         0.12
                                                             -----                    -------------                       ------
                Total ...................                    4,325                    $ 638,781,694                       100.00%
                                                             =====                    =============                       ======


                                    LOAN PURPOSE OF THE GROUP I MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
           LOAN PURPOSE             LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Purchase .....................   2,264       $ 291,249,329          45.59%
  Refinance - Cashout ..........   1,558         266,823,635          41.77
  Refinance - Rate Term ........     503          80,708,730          12.63
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======

                                                                      S-40
  <PAGE>


                                 OCCUPANCY STATUS OF THE GROUP I MORTGAGE LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                 NUMBER OF   PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                  MORTGAGE   OUTSTANDING AS OF   OUTSTANDING AS OF
         OCCUPANCY STATUS           LOANS     THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  Primary ......................   3,936       $ 586,641,697          91.84%
  Investment ...................     318          42,744,677           6.69
  Second Home ..................      71           9,395,320           1.47
                                   -----       -------------         ------
       Total ...................   4,325       $ 638,781,694         100.00%
                                   =====       =============         ======

  The occupancy status of a Mortgaged                               Property is as represented by the mortgagor
  in its loan application.


                                 NEXT ADJUSTMENT DATES FOR THE GROUP I ARM LOANS

                                                        AGGREGATE      % OF AGGREGATE
                                                 PRINCIPAL BALANCE    PRINCIPAL BALANCE
                                 NUMBER OF       OUTSTANDING AS OF    OUTSTANDING AS OF
       NEXT ADJUSTMENT DATE      ARM LOANS         THE CUT-OFF DATE    THE CUT-OFF DATE
                                        Page 436 of 1693
  --------------------------------------------------------------------------------
  January 2005 .................       1             $      114,203        Tab 14, p. 33 of 34
                                                                            0.02%
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  February 2005 ................                                 3                          564,869                         0.12
  March 2005 ...................                                 4                          815,520                         0.17
  December 2005 ................                                 1                           85,051                         0.02
  April 2006 ...................                                 2                          428,849                         0.09
  May 2006 .....................                                 3                          418,221                         0.09
  June 2006 ....................                                11                        1,999,532                         0.42
  July 2006 ....................                                39                        7,001,187                         1.48
  August 2006 ..................                               423                       80,753,903                        17.03
  September 2006 ...............                             1,865                      334,914,573                        70.63
  October 2006 .................                                17                        2,770,753                         0.58
  May 2007 .....................                                 1                          187,239                         0.04
  June 2007 ....................                                 1                          186,951                         0.04
  July 2007 ....................                                 4                          651,196                         0.14
  August 2007 ..................                                29                        5,667,710                         1.20
  September 2007 ...............                                92                       15,764,860                         3.32
  July 2009 ....................                                 2                          366,073                         0.08
  August 2009 ..................                                21                        3,782,097                         0.80
  September 2009 ...............                                86                       17,712,827                         3.74
                                                             -----                    -------------                       ------
            Total ...................                        2,605                    $ 474,185,615                       100.00%
                                                             =====                    =============                       ======

                                                                      S-41
  <PAGE>


                                        GROSS MARGINS OF THE GROUP I ARM LOANS

                                                 AGGREGATE        % OF AGGREGATE
                                             PRINCIPAL BALANCE   PRINCIPAL BALANCE
                                 NUMBER OF   OUTSTANDING AS OF   OUTSTANDING AS OF
         GROSS MARGIN (%)        ARM LOANS    THE CUT-OFF DATE    THE CUT-OFF DATE
  --------------------------------------------------------------------------------
  1.000 - 1.499 ................       2       $     178,798           0.04%
  3.500 - 3.999 ................      58          11,824,303           2.49
  4.000 - 4.499 ................       2             321,164           0.07
  4.500 - 4.999 ................     133          26,506,990           5.59
  5.000 - 5.499 ................     705         123,604,314          26.07
  5.500 - 5.999 ................     433          86,780,361          18.30
  6.000 - 6.499 ................     495          93,818,733          19.79
  6.500 - 6.999 ................     371          65,733,243          13.86
  7.000 - 7.499 ................     198          34,253,890           7.22
  7.500 - 7.999 ................     135          21,355,743           4.50
  8.000 - 8.499 ................      73           9,808,075           2.07
                                   -----       -------------         ------
       Total ...................   2,605       $ 474,185,615         100.00%
                                   =====       =============         ======


                                 MAXIMUM MORTGAGE RATES OF THE GROUP I ARM LOANS

                                                        AGGREGATE      % OF AGGREGATE
                                                 PRINCIPAL BALANCE    PRINCIPAL BALANCE
                                 NUMBER OF       OUTSTANDING AS OF    OUTSTANDING AS OF
     MAXIMUM MORTGAGE RATE (%)   ARM LOANS         THE CUT-OFF DATE    THE CUT-OFF DATE
                                        Page 437 of 1693
  --------------------------------------------------------------------------------
  11.000 - 11.499 ..............       7             $    1,555,533        Tab 14, p. 34 of 34
                                                                            0.33%
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TAB 15



  Page 117 of 181
                          UNITED STATES OF AMERICA
                                   Before the
                     SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 64720 / June 22, 2011

INVESTMENT ADVISERS ACT OF 1940
Release No. 3218 / June 22, 2011

INVESTMENT COMPANY ACT OF 1940
Release No. 29704 / June 22, 2011

ACCOUNTING AND AUDITING ENFORCEMENT
Release No. 3296 / June 22, 2011

ADMINISTRATIVE PROCEEDING
File No. 3-13847

                                                    C OR R E C T E D OR DE R M A K I NG F I NDI NG S
In the Matter of                                    AND I M POSI NG R E M E DI AL SANC T I ONS
                                                    AND A C E ASE -AND-DE SI ST OR DE R
MORGAN ASSET MANAGEMENT,                            PUR SUANT T O SE C T I ON 15(b) OF T H E
INC.; MORGAN KEEGAN &                               SE C UR I T I E S E X C H A NG E AC T OF 1934,
COMPANY, INC.;                                      SE C T I ONS 203(e), 203(f) AND 203(k) OF T H E
JAMES C. KELSOE, JR.; and                           I NV E ST M E NT ADV I SE R S AC T OF 1940,
JOSEPH THOMPSON WELLER,                             AND SE C T I ONS 9(b) AND 9(f) OF T H E
CPA,                                                I NV E ST M E NT C OM PANY AC T OF 1940,
                                                    AND I M POSI NG SUSPE NSI ON PUR SUANT
Respondents.                                        T O SE C T I ON 4C OF T H E SE C UR I T I E S
                                                    E X C H ANG E AC T OF 1934 A ND R UL E
                                                    102(e)(1)(iii) OF T H E C OM M I SSI ON’ S
                                                    R UL E S OF PR AC T I C E



                                               I.

        On April 7, 2010, the Commission instituted public administrative and cease-and-desist
proceedings pursuant to Section 8A of the Securities Act of 1933 (“Securities Act”), Section 21C
of the Securities Exchange Act of 1934 (“Exchange Act”), and Sections 9(b) and 9(f) of the
Investment Company Act of 1940 (“Investment Company Act”) against Morgan Asset
Management, Inc. (“Morgan Asset”); Morgan Keegan & Company, Inc. (“Morgan Keegan”);

                                                                                Pltf. Trial Exhibit 12
                                                                                Cause No. 09-14448
                                                                                Page 7 of 26

                                       Page
                                   Exhibit A 118 of 181                   Tab 15, p. 1 of 11
James C. Kelsoe, Jr. (“Kelsoe”); and Joseph Thompson Weller, CPA (“Weller”); pursuant to
Section 15(b)(4) of the Exchange Act against Morgan Keegan; pursuant to Section 15(b)(6) of
the Exchange Act against Morgan Asset, Kelsoe and Weller; pursuant to Sections 203(e) and
203(k) of the Investment Advisers Act of 1940 (“Advisers Act”) against Morgan Asset and
Morgan Keegan; pursuant to Sections 203(f) and 203(k) of the Advisers Act against Kelsoe and
Weller; and pursuant to Section 4C of the Exchange Act and Rule 102(e)(1)(iii) of the
Commission’s Rules of Practice against Weller. Respondents Morgan Asset, Morgan Keegan,
Kelsoe and Weller (collectively “Respondents”) have submitted an Offer of Settlement which the
Commission has determined to accept.

                                               II.

        Solely for the purpose of these proceedings and any other proceedings brought by or on
behalf of the Commission, or to which the Commission is a party, and without admitting or
denying the findings herein, except as to the Commission’s jurisdiction over them and the subject
matter of these proceedings, which are admitted, Respondents consent to the entry of this Order
Making Findings and Imposing Remedial Sanctions and a Cease-and-Desist Order Pursuant to
Sections 4C and 15(b) of the Securities Exchange Act of 1934, Sections 203(e), 203(f) and 203(k)
of the Investment Advisers Act of 1940, and Sections 9(b) and 9(f) of the Investment Company
Act of 1940, and Imposing Suspension Pursuant to Section 4C of the Securities Exchange Act of
1934 and Rule 102(e)(1)(iii) of the Commission’s Rules of Practice (“Order”), as set forth below.

                                               III.

       On the basis of this Order and Respondent’s Offer, the Commission finds 1 that,

A.     RESPONDENTS

        1.     Morgan Asset, incorporated in Tennessee on April 10, 1986, has been an
investment adviser registered with the Commission at all relevant times. Morgan Asset’s principal
place of business is in Birmingham, Alabama. Morgan Asset is a wholly-owned subsidiary of MK
Holding, Inc., which in turn is a wholly-owned subsidiary of Regions Financial Corporation.

        2.     Morgan Keegan, incorporated in Tennessee on June 27, 1969, has been registered
with the Commission as a broker-dealer at all relevant times and as an investment adviser since
July 27, 1992. During the relevant time period, Morgan Keegan served as the principal


1
 The findings herein are made pursuant to Respondentsಬ Offer of Settlement and
are not binding on any other person or entity in this or any other proceeding.




                                                                                 Pltf. Trial Exhibit 12
                                                                                 Cause No. 09-14448
                                                                                 Page 8 of 26

                                         Page 119 of 181                   Tab 15, p. 2 of 11
C.      FACTS

                                                Overview


        10.     Morgan Asset, through Kelsoe, as Portfolio Manager, managed the Helios Select
Fund, Inc., the Helios High Income Fund, Inc., the Helios Multi-Sector High Income Fund, Inc.,
the Helios Strategic Income Fund, Inc., and the Helios Advantage Income Fund, Inc. (collectively,
the “Funds”) from at least November 2004 through July 29, 2008.

          11.       Respondent Morgan Keegan, a registered broker-dealer and registered investment
 adviser,, was the pprincipal
                            p underwriter and distributor of shares of the open-ended
                                                                                  p          Funds. Each of
the Funds’ Boards of Directors was responsiblep         for pricing the Funds’ securities in accordance with
the Funds’ valuation policies
                          p        and procedures
                                       p            ((“valuation pprocedures”). ) Although
                                                                                         g the Funds’
pprospectuses
      p          stated that Morgan
                                 g Asset would price p      the securities,, each Fund’s Board of Directors
 delegated
     g      the pricing
                  p     g responsibility
                             p          y too Morgan
                                                 g Keegan. g     Morgan
                                                                      g Keegan  g priced
                                                                                    p      each Fund’s
 securities and calculated the Fund’s daily net asset value 2 (“NAV”) through its Fund Accounting
 Department
    pa         (“Fund
               (        Accounting”).
                                    g ) Weller was an officer and treasurer of the Funds. Weller,,
      g Keegan’s
 Morgan        g       Controller,, alongg with other Morgang Keegan g ppersonnel,, staffed a “Valuation
 Committee” that oversaw Fund Accounting’s processes and evaluated the prices assigned to
 securities. MMorgan Keegan and Weller failed to adequately fulfill Morgan Keegan’s
 responsibilities, as delegated to it by the Funds’ Boards of Directors, to price the Funds’ securities
 in accordance with their valuation policies and procedures regarding valuation. For example, at
 various times from Januaryy 2007 through     g July
                                                   y 2007,, Fund Accounting     g accepted
                                                                                      p unsubstantiated
 “price adjustments,” submitted by Kelsoe, that inaccurately inflated the prices of certain securities,
 contrary to the Funds’ valuation procedures. Fund Accounting failed to document justifications for
 such pricing adjustments.

        12.     The Funds’ valuation policies and procedures required the comparison of fair
values to prices provided by other sources. Pursuant to that requirement, Fund Accounting
periodically obtained broker-dealer price confirmations for certain fair valued securities.
Unbeknownst to Fund Accountingg and the Funds’ independentp      auditor (“Independent
                                                                         (      p        Auditor”),
the Portfolio Manager,
                    g , Kelsoe,, activelyy screened and influenced a broker-dealer to change the
price confirmations that Fund Accountingg and the Independent
                                                         p       Auditor obtained from the broker-
dealer. Kelsoe also failed to advise Fund Accountingg or the Funds’ Boards of Directors when he
received information indicating that the Funds’ prices for certain securities should be reduced.



2
       The “net asset value” or “NAV” of an investment company is the company’s total assets
minus its total liabilities. An investment company calculates the NAV of a single share (or the
“per share NAV”) by dividing its NAV by the number of shares that are outstanding.

                                                                                         Pltf. Trial Exhibit 12
                                                                                         Cause No. 09-14448
                                                                                         Page 10 of 26

                                             Page 120 of 181                      Tab 15, p. 3 of 11
        13.    Each of the Funds held,, in varying
                                              y g amounts,, securities backed byy subprime
                                                                                       p
     g g , and the market for such securities deteriorated in the first half of 2007
mortgages,                                                                      2007. Morgan
                                                                                         g
Keegan
    g utilized practices which were not reasonably  y designed
                                                          g     to determine that the Funds’ NAVs
were accurate. Morgan Asset, through Kelsoe, engaged in actions that forestalled declines in the
NAVs of the Funds that would have occurred as a result of the deteriorating market, absent his
intervention.

        14.      Many of the securities that were held by the Funds and backed by subprime
mortgages lacked readily available market quotations and, as a result, were required by the
Investment Company Act to be priced by the Funds’ Boards of Directors, using “fair value”
methods. Under Section 2(a)(41)(B) of the Investment Company Act, the Funds were required to
use market values for portfolio securities with readily available market quotations and use fair
value for all other portfolio assets, as determined in good faith by the board of directors. The fair
value of securities for which market quotations are not readily available is the price the Funds
would reasonably expect to receive on a current sale of the securities. 3

        15.    The Funds adopted
                               p valuation procedures
                                                p           for ppricing
                                                                       g the Funds’ portfolio securities
and
  d assigned the task of following those procedures to Morgan Keegan. The Funds’ valuation
procedures for fair-valued securities mandated that such securities should be valued in “good faith”
by the Valuation Committee, considering a series of general and specific factors including, among
others, “fundamental analytical data relating to the investment,” “an evaluation of the forces which
influence the market in which the securities are purchased or sold” and “events affecting the
security.” The procedures required the Valuation Committee to maintain a written report
“documenting the manner in which the fair value of a security was determined and the accuracy of
the valuation made based on the next reliable public price quotation for that security.” The
procedures also required that values assigned to securities be periodically validated through,
among other means, broker-dealer price confirmations. Fund Accounting also used broker-dealer
price confirmations to set current values. The procedures specified that prices obtained from a
broker-dealer could only be overridden when there was “a reasonable basis to believe that the price
provided [did] not accurately reflect the fair value of the portfolio security.” Whenever a price was
overridden, the procedures mandated the basis for overriding the price to be “documented and
provided to the Valuation Committee for its review.”

       16.              g with the Commission,, the Funds stated that the fair value of securities
                In filings
would be determined by   y Morgan
                              g Asset’s Valuation Committee usingg procedures
                                                                         p         adopted
                                                                                       p by   y the
Funds’ board of directors. In fact,, the responsibility
                                            p         y was delegated
                                                                g     to Morgan
                                                                            g Keegan,g , which
primarily staffed the Valuation Committee. Morgan Keegan and the Valuation Committee did not

3
       See AICPA Audit and Accounting Guide - Investment Companies (Sect. 2.35-2.39),
which incorporates Accounting Series Release No. 118 (“ASR 118”). The Commission has
provided interpretative guidance related to financial reporting in the Accounting Series Releases,
which is included in the Codification of Financial Reporting Policies. Thus, conformity with the
ASR 118 is required by Commission rules and complies with Generally Accepted Accounting
Principles (“GAAP”). See also Articles 1-01(a) and 6.03 of Regulation S-X.
                                                                                 Pltf. Trial Exhibit 12
                                                                                 Cause No. 09-14448
                                                                                 Page 11 of 26

                                           Page 121 of 181                     Tab 15, p. 4 of 11
reasonably satisfy their responsibilities underr the
                                                 the Funds’ procedures in several ways. Among other
things: (i) the Valuation Committee left pricing decisions to lower level employees in Fund
Accounting who did not have the training or qualifications to make fair value pricing
determinations; (ii) Fund Accounting personnel relied on Kelsoe’s “price adjustments” to
determine the prices assigned to portfolio assets, without obtaining a reasonable basis for or
documentation supporting the price adjustments or applying the factors set forth in the procedures;
(iii) Fund Accounting personnel gave Kelsoe discretion beyond the parameters of the valuation
procedures in validating the prices of portfolio securities by allowing him to determine which
dealer price confirmations to use and which to ignore, without obtaining documentation to support
his adjustments; and (iv) the Valuation Committee and Fund Accounting did not ensure that the
fair value prices assigned to many of the portfolio securities were periodically re-evaluated,
allowing them to be carried at stale values for months at a time.

        17.       Morgan
                      g Asset adopted   p its own pprocedures to determine the actual fair value to
assign to portfolio securities and to “validate” those values “periodically.” Among other things,
those procedures provided that “[q]uarterly reports listing all securities held by the Funds that
were fair valued during the quarter under review, along with explanatory notes for the fair values
assigned
    g     to the securities,, shall be ppresented to the Board for its review.” Morgan Asset failed to
fully implement this provision of its pricing policy.

       18.     At various times between January 2007 and July 2007, Kelsoe had his assistant
send “price adjustments” to Fund Accounting. The adjustments were communications by Kelsoe
to Fund Accounting concerning the values of specific portfolio securities. In many instances, these
adjustments were arbitrary and did not reflect fair value. The price adjustments were routinely
entered upon receipt by the staff accountant into a spreadsheet used to calculate the NAVs of the
Funds.

       19.     Fund Accountingg did not generally
                                        g       y request, and Kelsoe did not generally supply,
supporting documentation for his price adjustments. Fund Accounting and the Funds did not
record which securities had been assigned values by Kelsoe.

        20.     As part of the Funds’ valuation procedures, Fund Accounting sometimes requested
third party broker-dealer price confirmations as a means to validate the values it had assigned to
the Funds’ fair valued securities. The Funds’ Independent Auditor used similar requests for third
party broker-dealer price confirmations as part of its annual year-end audits of the Funds. Fund
Accounting or the Independent Auditor would periodically send such requests to broker-dealers
asking them to provide price confirmations for various portfolio securities.

        21.    During the period from January through July 2007, when month-end dealer price
confirmations were received by Fund Accounting, an employee of Fund Accounting performed a
review to estimate whether they contained any securities prices that varied from current portfolio
values by more than five percent. If so, then Kelsoe determined whether the current values should
be maintained or a new value—which may or mayy not have been the pricep     given
                                                                            g     byy the broker-
dealer—should be assigned to the security. Thus, Fund Accounting generally allowed Kelsoe to

                                                                                     Pltf. Trial Exhibit 12
                                                                                     Cause No. 09-14448
                                                                                     Page 12 of 26

                                           Page 122 of 181                     Tab 15, p. 5 of 11
determine whether broker-dealer price confirmations were used or ignored. In some instances,
when price
       p     confirmations were received that were substantiallyy lower than current pportfolio values,
Fund Accounting   g personnel,
                    p          , actingg at the direction of Kelsoe,, lowered values of bonds over a
pperiod of days,
             y , in a series of pre-planned reductions to values at or closer to, but still above, the
 price confirmations. As
                       A a result, during the interim days, Fund Accounting did not price those
 bonds at their current fair value.

        22.   During the period from January through July 2007, Fund Accounting failed to
record which bond values were not adjusted in response to dealer price confirmations at Kelsoe’s
direction.

         23.    The head of Fund Accounting reported to Weller, and Weller was a member of the
Valuation Committee. He knew, or was reckless in not knowing, of the deficiencies in the
implementation of the valuation procedures set forth above, and failed to remedy them or
otherwise make sure fair-valued securities were accurately priced and the Funds’ NAVs were
accurately calculated. During the period from January through July 2007, Weller was aware that:
(i) the Valuation Committee did not adequately supervise Fund Accounting’s application of the
valuation factors; (ii) Kelsoe was supplying fair value price adjustments for specific securities to
Fund Accounting but the members of the Valuation Committee did not generally know which
securities Kelsoe supplied fair values for or what those fair values were, and did not generally
receive supporting documentation for those values; and (iii) the only other pricing test regularly
applied by the Valuation Committee was a “look back” test, which compared the sales price of
any security sold by a Fund to the valuation of that security used in the NAV calculation for the
five business days preceding the sale. The test only covered securities after they were sold; thus, at
any given time, the Valuation Committee never knew how many securities’ prices could ultimately
be validated by it. Weller nevertheless signed the Funds’ annual and semi-annual financial reports
on Forms N-CSR, filed with the Commission, including certifications pursuant to Sections 302 and
906 of the Sarbanes-Oxley Act of 2002.

         24.     During g the pperiod from January  y 2007 through g Julyy 2007,, Morgan
                                                                                     g Keegan,
                                                                                             g , actingg
      g Weller and Fund Accounting,
through                                  g, failed to employ
                                                           p y reasonable procedures
                                                                            p         to price
                                                                                         p     the Funds’
pportfolio securities and,, as a result of that failure,, did not calculate current NAVs for the Funds.
 Despite
     p these failures,, Morgan g Keegan g ppublished daily    y NAVs of the Funds which it could not
 know were accurate and,, as distributor of the open-end portfolios, sold and redeemed shares to
 investors based on those NAVs.

         25.     On various dates from January y 2007 through
                                                           g July y 2007,, Morgan
                                                                               g Asset,, through
                                                                                               g
Kelsoe, screened and influenced the price confirmations obtained from at least one broker-dealer
(“the Submitting Firm”). Among other things, the Submitting Firm was induced to provide interim
price confirmations that were lower than the values at which the Funds were valuing certain bonds,
but higher than the initial confirmations that the Submitting Firm had intended to provide. The
interim price confirmations enabled the Funds to avoid marking   g down the value of securities to
reflect current fair value. Kelsoe was aware that use of the interim price
                                                                     p      confirmations was
inconsistent with the valuation procedures and did not reflect fair value, that the Submitting Firm

                                                                                        Pltf. Trial Exhibit 12
                                                                                        Cause No. 09-14448
                                                                                        Page 13 of 26

                                             Page 123 of 181                      Tab 15, p. 6 of 11
would be providing lower price confirmations in response to future pricing validation requests, and
that the Funds would be required
                            q       to further mark down the value of the securities to reflect their
alreadyy diminished value,, but that information was not disclosed to Fund Accounting,  g, the Funds’
Boards of Directors or the Independent
                                 p         Auditor. In some instances,, even after causingg the
Submittingg Firm to increase its pprice confirmations,, Kelsoe subsequently
                                                                    q      y provided
                                                                             p         price
                                                                                       p
adjustments
   j         to Fund Accountingg that were higher
                                                g than even the Submittingg Firm’s increased price
confirmations. These adjustments were not consistent with the Funds’ procedures. In other
instances, the Submitting Firm was induced to not provide price confirmations to Fund Accounting
(or, depending on the period, to the Independent Auditor), where those price confirmations would
have been significantly lower than the Funds’ current valuations of the relevant bonds. Fund
Accounting and the Funds’ Boards were not advised that the Submitting Firm had proposed price
confirmations which were lower than the current valuations recorded by the Funds, and that the
Submitting Firm had refrained from submitting price confirmations to Fund Accounting or had
submitted price confirmations at higher prices than it had originally planned.

        26.     In each of the Funds’ annual and semi-annual reports filed with the Commission on
Forms N-CSR during the relevant period (including, among others, the Annual Report for the
Morgan Keegan Select Fund, Inc. for the year-ended June 30, 2007 filed with the Commission on
October 4, 2007), Kelsoe included a signed
                                         g     letter to investors reporting
                                                                       p    g on the Funds’ pperformance
“based on net asset value.” In fact,, the pperformance reported
                                                           p        was materiallyy misstated. Untrue
statements of material fact concerningg the Funds’ performance
                                                      p               were made in the Funds’ annual
and  semi-annual
a semi    -annual reports
                    p     filed with the Commission on Forms N-CSR. Morgan         g Asset,, through g
Kelsoe,, also provided
              p        a quarterly
                          q       y valuation packet
                                               p       reflectingg inflated prices
                                                                            p      for certain securities to
the Funds’ Boards,, failed to disclose to the Funds’ Boards information
                                                                     r        indicatingg that the Funds’
NAVs were inflated and that broker-dealer pricep     confirmations were beingg screened and caused to
be altered, and provided Fund Accounting with unsubstantiated price adjustments. In addition, the
prospectuses incorrectly described Morgan Asset as responsible for fair valuation of the Funds’
portfolios.

D.      VIOLATIONS

        27.     Investment advisers owe their clients, including investment company clients, a
fiduciary duty. Transamerica Mortgage Advisers, Inc. v. Lewis, 444 U.S.11,, 17 (1979);
                                                                                   (      ); SEC v.
Capital
   p     Gains Research Bureau, Inc. 375 U.S. 180,, 195-97 (1963).
                                                              (    ) Misstatements or omissions of
fact by
      y an investment adviser,, such as those made to the Funds’ boards,, violate an adviser’s
fiduciary    y and constitute fraud when theyy are material. Similarly,
        y duty                                                       y, the failure to disclose to the
Funds’ boards that Morgan
                        g Asset and Morgan  g Keegang were not complying
                                                                       p y g with stated valuation
procedures constitutes fraud. In addition, the knowing or reckless failure to value securities, for
which market quotations are not readily available, consistent with fair value requirements
                                                                                 q             under the
Investment Company Act and that materially affects a fund’s NAV    V constitutes fraud. See, In re
Piper Capital Management, Inc., Exch. Act. Rel.48409 (August 26, 2003). Section 206(1) of the
Advisers Act makes it unlawful for an investment adviser to employ any device, scheme or artifice
to defraud any client or prospective client. Section 206(2) makes it unlawful for an investment
adviser to engage in any transaction, practice or course of business that operates as a fraud or
deceit upon any client or prospective client. As a result of the conduct described above,
                                                                                         Pltf. Trial Exhibit 12
                                                                                         Cause No. 09-14448
                                                                                         Page 14 of 26

                                             Page 124 of 181                       Tab 15, p. 7 of 11
Respondent
    p       t Morgan
                 g Asset willfullyy violated,, and Kelsoe willfully aided and abetted and caused
violations of, Sections 206(1) and 206(2) of the Advisers Act.

        28.     Section 206(4) of the Advisers Act prohibits fraudulent, deceptive or manipulative
practices or courses of business by an investment adviser. Rule 206(4)-7 requires investment
advisers to “[a]dopt and implement written policies and procedures reasonably designed to prevent
violation” of the Advisers Act and the rules thereunder by their supervised persons. An adviser’s
failure “to have adequate compliance policies and procedures in place will constitute a violation of
our rules independent of any other securities law violation.” Compliance Programs of Investment
Companies and Investment Advisers, Advisers Act Release No. 2204, 68 F.R. 74714, 74715 (Dec.
24,, 2003)) (“Compliance
            (     p      Programs
                             g      Release”).
                                             ) As a result of the conduct described above,,
Respondent
     p        Morgan
                  g Asset willfullyy violated,, and Respondent
                                                       p        Kelsoe willfully
                                                                               y aided and abetted
and caused violations of, Section 206(4) of the Advisers Act and Rule 206(4)-7 thereunder.
        29.      Section 34(b) of the Investment Company Act prohibits untrue statements of
material fact or omissions to state facts necessary in order to make the statements made, in the
light of the circumstances under which they were made, not misleading, in any registration
statement, report or other document filed pursuant to the Investment Company Act or the
keeping of which is required pursuant to Section 31(a) of the Investment Company Act. Any
person who makes a material misrepresentation concerning a Fund’s performance in the Fund’s
annual and semi-annual reports filed with the Commission, or in the records required to be
maintained by the Fund, or submits inflated prices to be included in the Fund’s NAV calculations
and the records forming the basis for the Fund’s financial statements,, violates Section 34(b).
                                                                                            ( As
a result of the conduct described above,, Respondents
                                              p         Morgan
                                                            g Asset and Kelsoe willfully  y
violated,, and Respondent
                   p       Morgan
                                g Keegan g willfully aided, abetted, and caused violations of,
Section 34(b) of the Investment Company Act.

        30.     Rule 22c-1 under the Investment Company Act prohibits the sale or redemption of
shares in a registered investment company “except at a price based on the current net asset value of
such security which is next computed after receipt of a tender of such security for redemption or of
an order to purchase or sell such security.” For an NAV to be deemed current, Section 2(a)(41) of
the Investment Company Act and Rule 2a-4 thereunder require portfolio securities for which
market qquotations are not readily
                                 y available to be valued at fair value. As a result of the conduct
described above,, Respondent
                      p        Morgan
                                    g Keegang willfully y violated,, 4 and Respondents
                                                                               p          Morgan
                                                                                              g Asset,
Kelsoe and Weller willfullyy aided and abetted and caused violations of, Rule 22c-1 promulgated
under the Investment Company Act.

       31.      Rule 38a-1 under the Investment Company Act requires that a registered
investment company adopt and implement written policies and procedures reasonably designed to
prevent violation of the federal securities laws by the fund and to provide for oversight of
compliance by the fund’s investment adviser. Failure of a fund to have adequate compliance

4
  A willful violation of the securities laws means merely “‘that the person charged with the duty
knows what he is doing.’” Wonsover v. SEC, 205 F.3d 408, 414 (D.C. Cir. 2000) (quoting
Hughes v. SEC, 174 F.2d 969, 977 (D.C. Cir. 1949)).
                                                                                 Pltf. Trial Exhibit 12
                                                                                 Cause No. 09-14448
                                                                                 Page 15 of 26

                                           Page 125 of 181                    Tab 15, p. 8 of 11
policies and procedures in place and/or to implement them will constitute a violation of Rule 38a-1
independent
     p        of anyy other securities law violations. Compliance
                                                            p       Programs
                                                                        g       Release. Morgan
                                                                                             g
Keegan
     g and Morgan  g Asset knowingly  g y and substantially
                                                          y assisted the Funds’ failure to implement
                                                                                             p
fair valuation pprocedures,, which resulted in prices
                                               p      that did not reflect current NAVs. Morgang
Keegan,
     g , Morgan
              g Asset,, Kelsoe and Weller thereby willfully aided and abetted and caused the
Funds’ violations of Rule 38a-1.

                                      UNDE R T A K I NG S

       32.     Respondent Morgan Keegan undertakes as follows:

       A.        Morgan Keegan shall not, for a period of three years from the date of the Order, be
involved in, or responsible for, recommending to, or determining on behalf of, a registered
investment company’s board of directors or trustees or such company’s valuation committee, the
value of any portfolio security for which market quotations are not readily available.

        B.      If, after three years but within six years from the date of the Order, Morgan Keegan
becomes involved in, or responsible for, determining or recommending determinations to a
registered investment company’s board of directors or trustees or valuation committee of the value
of any portfolio security for which market quotations are not readily available and which are held
by or on behalf of such registered investment company, Morgan Keegan shall promptly notify
Commission counsel identified below or his successor and within 30 days of beginning such
valuation activity, shall hire, at its expense, an Independent Consultant (“Consultant”) not
unacceptable to the Commission’s staff, to review the valuations provided by Morgan Keegan to
any registered investment company for the next two quarters following the beginning of such
valuation activity, and make an Initial Report with recommendations thereafter on Morgan
Keegan’s policies, procedures and practices with regard to such valuations. The Initial Report
shall describe the review performed and the conclusions reached, and will include any
recommendations deemed necessary to make the policies, procedures, and practices adequate and
consistent with GAAP and the Investment Company Act. Morgan Keegan shall cooperate fully
with the Consultant and shall provide the Consultant with access to its files, books, records, and
personnel as reasonably requested for the review. Morgan Keegan shall cause the review to begin
no later than 60 days after beginning such valuation activity.

       C.     At the end of that review, and in no event more than 200 days from after
beginning such valuation activity, to require the Consultant to submit the report and
recommendations to Morgan Keegan and to William P. Hicks of the Commission’s Atlanta
Regional Office or his successor.

        D.      Within 30 days of receipt of the Initial Report, Morgan Keegan shall in
writing respond to the Initial Report. In such response, Morgan Keegan shall advise the Consultant
and the Commission’s staff of the recommendations from the Initial Report that it has determined
to accept and the recommendations that it considers to be unduly burdensome. With respect to any


                                                                                   Pltf. Trial Exhibit 12
                                                                                   Cause No. 09-14448
                                                                                   Page 16 of 26

                                          Page 126 of 181                    Tab 15, p. 9 of 11
               1.      a preparer or reviewer, or a person responsible for the preparation or review,
of any public company’s financial statements that are filed with the Commission. Such an
application must satisfy the Commission that Respondent Weller’s work in his practice before the
Commission will be reviewed either by the independent audit committee of the public company for
which he works or in some other acceptable manner, as long as he practices before the
Commission in this capacity; and/or

             2.        an independent accountant. Such an application must satisfy the
Commission that:

                        (a)      Respondent Weller, or the public accounting firm with which he is
associated, is registered with the Public Company Accounting Oversight Board (“Board”) in
accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective;

                        (b)     Respondent Weller, or the registered public accounting firm with
which he is associated, has been inspected by the Board and that inspection did not identify any
criticisms of or potential defects in the Respondent’s or the firm’s quality control system that
would indicate that the Respondent will not receive appropriate supervision;

                       (c)     Respondent Weller has resolved all disciplinary issues with the
Board, and has complied with all terms and conditions of any sanctions imposed by the Board
(other than reinstatement by the Commission); and

                       (d)      Respondent Weller acknowledges his responsibility, as long as
Respondent appears or practices before the Commission as an independent accountant, to comply
with all requirements of the Commission and the Board, including, but not limited to, all
requirements relating to registration, inspections, concurring partner reviews and quality control
standards.

         The Commission will consider an application by Respondent Weller to resume appearing
or practicing before the Commission provided that his state CPA license is current and he has
resolved all other disciplinary issues with the applicable state boards of accountancy. However, if
state licensure is dependent on reinstatement by the Commission, the Commission will consider an
application on its other merits. The Commission’s review may include consideration of, in
addition to the matters referenced above, any other matters relating to Respondent’s character,
integrity, professional conduct, or qualifications to appear or practice before the Commission.

       K.     Respondents
                  p        Morgan
                               g Keegan g and Morgan  g Asset shall jointly
                                                                      j      y and severallyy pay
                                                                                              p
disgorgement
   g g       of $20,500,000
                    , ,      and pprejudgment
                                     j g       interest of $4,500,000
                                                              , ,       to the Securities and
       g Commission,, and a civil penalty
Exchange                           p     y of $75,000,000
                                                 , ,        to the Securities and Exchange
Commission, within ten (10) business days of the entry of this Order.

      L.    Respondent Kelsoe shall pay a civil penalty of $250,000 to the Securities and
Exchange Commission, within ten (10) days of this Order.

                                                                                    Pltf. Trial Exhibit 12
                                                                                    Cause No. 09-14448
                                                                                    Page 24 of 26

                                           Page 127 of 181                   Tab 15, p. 10 of 11
      M.    Respondent Weller shall pay a civil penalty of $50,000 to the Securities and
Exchange Commission, within ten (10) days of this Order.

         N. All payments pursuant to paragraphs IV. K, L and M, above, shall be made by
certified check, bank cashier's check, or United States postal money order payable to the
Securities and Exchange Commission. The payment shall be delivered or mailed to the Office of
Financial Management, Accounts Receivable, Securities and Exchange Commission, 100 F
Street, NE, Stop 6042, Washington DC 20549, and shall be accompanied by a letter identifying
Respondent as a respondent in these proceedings; setting forth the file number of these
proceedings; and specifying that payment is made pursuant to this Order, a copy of which cover
letter and money order or check shall be sent to William P. Hicks, Associate Regional
Administrator, Securities and Exchange Commission, 3475 Lenox Rd., N.E., Suite 500, Atlanta,
GA 30326-1232. If timely payment is not made, additional interest shall accrue pursuant to 31
U.S.C. § 3717 and/or SEC Rule of Practice 600.

          Pursuant to Section 308(a)
                                   ( ) of the Sarbanes-Oxleyy Act of 2002,, as amended,, a Fair Fund is
created for the disgorgement,
                     g g       , interest,, and ppenalties described in Paragraphs
                                                                            g p IV. K,, L and M and
anyy funds ppaid in connection with related actions ppursuant to Paragraph
                                                                         g p III. 36,, above. Regardless
                                                                                                g
of whether anyy such distribution is made from suchh Fair Fund,, amounts ordered to be paid  p as civil
money  y ppenalties pursuant
                    p        to this Order shall be treated as penalties paid to the government for all
purposes, including all tax purposes. To  T preserve the deterrent effect of the civil penalty,
Respondents agree that in any Related Investor Action, they shall not argue that they are entitled
to, nor shall they benefit by, offset or reduction of any award of compensatory damages by the
amount of any part of Respondent’s payment of a civil penalty in this action ("Penalty Offset"). If
the court in any Related Investor Action grants such a Penalty Offset, Respondents agree that any
Respondent receiving such offset shall, within 30 days after entry of a final order granting the
Penalty Offset, notify the Commission's counsel in this action and pay the amount of the Penalty
Offset to the United States Treasury or to a Fair Fund, as the Commission directs. Such a payment
shall not be deemed an additional civil penalty and shall not be deemed to change the amount of
the civil penalty imposed in this proceeding. For purposes of this paragraph, a "Related Investor
Action" means a private damages action brought against any of the Respondents by or on behalf of
one or more investors based on substantially the same facts as alleged in the Order instituted by the
Commission in this proceeding.

         O.       The disgorgement, interest, civil penalties, and any other funds which may be
 paid to the Fair Fund through or as the result of related actions, shall be aggregated in the Fair
 Fund, which shall be maintained in an interest-bearing account, and shall be distributed pursuant
 to a distribution plan (the "Plan") to be administered in accordance with the Commission Rules
 on Fair Fund and Disgorgement Plans. A Fund Administrator (the    ( “Administrator”)) shall be
 appointed
  pp         by
              y the Commission. The Administrator shall identifyy the investors in the Funds who
suffered losses as a result of the violations determined herein,, evaluate investor claims and
ppropose
     p    and effectuate a plan
                           p to distribute the Fair Fund resulting g from this order. The Fair Fund
 shall be used to compensate
                       p        injured
                                  j     customers for their loss. Under no circumstances shall any
 part of the Fair Fund be returned to Morgan Keegan, Morgan Asset, Kelsoe or Weller.

                                                                                      Pltf. Trial Exhibit 12
                                                                                      Cause No. 09-14448
                                                                                      Page 25 of 26

                                            Page 128 of 181                   Tab 15, p. 11 of 11
TAB 16



  Page 129 of 181
                           The Alabama Securities Commission
                     The Kentucky Department of Financial Institutions
                         The Mississippi Secretary of State's Office
                     The South Carolina Office of the Attorney General


In the matter of                                               )
                                                               )     Joint Administrative
                                                               )     Proceeding
MORGAN ASSET MANAGEMENT, INC., a                               )     File Nos.
wholly owned subsidiary of MK HOLDING, INC.,                   )     Alabama: SC·2010·0016
a wholly owned subsidiary of REGIONS                           )     Kentucky: 2010·AH-021
FINANCIAL CORPORATION; MORGAN                                  )     Mississippi: S-08-0050
KEEGAN & COMPANY, Inc., a wholly owned                         )     South Carolina: 08011
subsidiary of REGIONS FINANCIAL                                )
CORPORATION; JAMES C. KELSOE, JR.;                             )
BRIAN B. SULLIVAN; GARY S. STRINGER;                           )
and MICHELE F. WOOD,                                           )
                                                               )
               Respondents                                     )




               JOINT NOTICE OF INTENT TO REVOKE REGISTRATION
                                                AND
                          IMPOSE ADMINISTRATIVE PENALTY

   COME NOW, Joseph P. Borg, Director, Alabama Securities Commission; Charles A. Vice,

Commissioner, Kentucky Department of Financial Institutions; Tanya G. Webber., Assistant

Secretary of State for the Mississippi Secretary of State Securities and Charities Division; and

Tracy A. Meyers, Assistant Attorney General for the State of South Carolina (collectively the

"Agencies") and issue this Joint Notice of Intent to Revoke Registration and Impose

Administrative Penalty against Morgan Asset Management, Inc. and Morgan Keegan &

Company, Inc. for violating provisions of the Alabama Securities Act, the Kentucky Securities

Act, the Mississippi Securities Act, and the South Carolina Securities Act.

   The Agencies also seek to bar the individual Respondents, James C. Kelsoe, Jr., Brian B.

Sullivan, Gary S. Stringer, and Michele F. Wood from further participation in the securities

industry for violations of the above listed State Securities Acts.

                                          Pltf. Trial Exhibit 17              Tab 16, p. 1 of 4
                                            Page 130 of 181
                                          Cause    no. 09-14448                         Exhibit A
                                          Page 88 of 1793
In support thereof the Agencies respectfully submit as follows:

                            I. JURISDICTION AND VENUE

    I.     Each of the Agencies is authorized to administer its Securities Act. Further, each

           Agency is authorized to participate in and prosecute violations of their Acts

           jointly with other state securities regulators.

   2.      Alabama is specifically authorized to administer the Alabama Securities Act

           pursuant to Code of Alabama 1975, § 8-6-50.

   3.      Kentucky is specifically authorized to administer the Kentucky Securities Act

           pursuant to KRS § 292.500(1).

   4.      Mississippi is specifically authorized to administer the Mississippi Securities Act

           pursuant to the Mississippi Securities Act § 75-71-107.

   5.      The Attorney General of South Carolina is specifically authorized to administer

           the South Carolina Uniform Securities Act of 2005 (the uSC Act") pursuant to

           S.C. Code Ann. § 35-1-601(a).

   6.      Venue is appropriate in any state represented by the participating Agencies.

           Further,   Regions    Financial    Corporation      (URFC")   is   headquartered    in

           Birmingham, Alabama. All Respondents are wholly owned subsidiaries of RFC

           or subsidiaries of other companies which are wholly owned by RFC.

   7.      All Agency Plaintiffs are authorized and empowered on behalf of their respective

           states and the citizens of their states to regulate the offer and sale of securities in

           or from their states, including the registration of broker-dealers and their agents

           and investment advisers and their representatives.

                                    II. INTRODUCTION




                                      Pltf. Trial Exhibit 17                  Tab 16, p. 2 of 4
                                        Page 131 of 181
                                      Cause    no. 09-14448
                                      Page 89 of 1793
27.   James C. Kelsoe, Jr. ("Kelsoe") (CRD No. 2166416) was Senior Portfolio

      Manager of the Funds and was responsible for selecting and purchasing the

      holdings for the Funds. Kelsoe was an employee of MAM.

28.   Brian B. Sullivan ("Sullivan") (CRD No. 2741207) was President and Chief

      Investment Officer of MAM.           Sullivan was responsible for the overall

      management of MAM including oversight of the Funds.

29.   Gary S. Stringer ("Stringer") (CRD No. 2917717) was Director of Investments

      for WMS. Stringer was responsible for overseeing the due diligence performed

      on products included on MKC's "Select List."      The Select List was a list of

      products, including mutual funds, separate account managers, and alternative

      investments, which MKC represented as having passed due diligence screening

      and appropriate for use in client portfolios. The Select List was available to MKC

      FAs and was found to have been used by MKC FAs when making investment

      recommendations to their clients.     In addition, WMS, under the direction of

      Stringer, created and maintained mutual fund allocation portfolios to be used in

      the discretionary and non-discretionary platforms used by the FAs.

30.   Michele F. Wood ("Wood") (CRD No. 4534832) served as Chief Compliance

      Officer of the Funds, Chief Compliance Officer of MAM, and Senior Attorney

      and First Vice President of MKC.



                             V. INVESTIGATION

31.   Between March 31, 2007 and March 31, 2008, the Funds lost appro x imately

      Two Billion Dollars ($2,000,000,000.00). Fund losses are calculated from the

      Annual and Semi-Annual Shareholder Reports (Forms N-CSR and N-CSRS filed


                               Pltf. Trial Exhibit 17               Tab 16, p. 3 of 4
                                 Page 132 of 181
                               Cause    no. 09-14448
                               Page 96 of 1793
        with the SEC) and are summarized and attached as Exhibit 9.                  Based on

        complaints regarding the losses. thirteen (13) state securities regulators formed a

        task   force   to    investigate    the ' management,         sales    practices,    and

        supervisory/compliance procedures related to the Funds.

  32.   The task force coordinated and conducted investigations into Respondents'

        management, marketing, sales, and supervision of the Funds. The state regulators

        conducted nine (9) on-site branch exams in seven (7) states, interviewed

        approximately eighty (80) present and former sales representatives, managers, and

        officers,   interviewed   customers,     and       reviewed    thousands     of     e-mail

        communications, reports, and other records provided by Respondents:



                              VI. FINDINGS OF FACT

A. MORGAN ASSET MANAGEMENT

  33.   MAM, the investment adviser, is a wholly owned subsidiary of MK Holding, Inc.,

        which, in tum, is a wholly owned subsidiary of RFC, which is headquartered in

        Alabama.

  34.   Prior to the 2001 acquisition of MKC by RFC, MAM was a wholly owned

        subsidiary of MKC, the broker-dealer.          Subsequent to the acquisition, MAM

        became a wholly owned subsidiary of MK Holding, Inc., a wholly owned

        subsidiary of RFC.

  35.   Pursuant to investment adviser agreements between MAM and Morgan Keegan

        Select Fund, Inc., MAM was responsible for the overall investment management

        of the open-end Funds. Pursuant to similar investment adviser agreements with

        each of the closed-end funds, MAM was also responsible for the overall


                                  Pltf. Trial Exhibit 17                      Tab 16, p. 4 of 4
                                    Page 133 of 181
                                  Cause    no. 09-14448
                                  Page 97 of 1793
TAB 17



  Page 134 of 181
                                 MBS LISTED AS ABS - 2005 ANNUAL REPORT FOR RSF
N ame Listed in Annual Report                                              Description                              Cost
Aames Mortgage Trust 2001-3B, 7.13% 11/25/31                               Home Equity Loans Non-High Loan to Value  $1,229,177.00
Ace Securities 2004-HE1 B, 4.60% 2/25/34                                   Home Equity Loans Non-High Loan to Value  $7,590,644.00
Ace Securities 2004-HE2 B1, 5.311% 10/25/34                                Home Equity Loans Non-High Loan to Value  $2,761,803.00
Ace Securities 2004-HS1 M6, 4.59% 2/25/34                                  Home Equity Loans Non-High Loan to Value  $1,446,598.00
Ace Securities 2004-OPI B, 4.60% 4/25/34                                   Home Equity Loans Non-High Loan to Value  $8,915,409.00
Ace Securities 2004-RM1 B2, 1.436% 7/25/34 (a)                             Home Equity Loans Non-High Loan to Value  $3,329,187.00
Ace Securities 2004-RM1 B3, 1.436% 7/25/34 (a)                             Home Equity Loans Non-High Loan to Value  $1,545,452.00
ACE Securities Corp. 2004-HE4 M11, 5.694% 12/25/34                         Home Equity Loans Non-High Loan to Value  $1,603,838.00
ACE Securities Corp. 2004-HE4 M11, 8.318% 12/25/34                         Home Equity Loans Non-High Loan to Value  $1,603,838.00
Amresco Residential Securities 1999-1 B, 5.09% 11/25/29                    Home Equity Loans Non-High Loan to Value  $1,950,824.00
BankAmerica Manufactured Housing 1997-1 B1, Zero Coupon Bond 6/10/21 (d)   Manufactured Housing Loans                 $632,746.00
Bombardier Capital Mortgage 1999-B M1, 8.12% 12/51/29                      Manufactured Housing Loans                 $564,981.00
Conseco Finance 2000-5 M2, 9.03% 2/1/32                                    Manufactured Housing Loans                 $555,181.00
Conseco Finance 2001-1 M1, 7.75% 6/15/27                                   Manufactured Housing Loans                 $720,482.00
Crest 2000-1A D, 10.00% 8/31/36                                            Collateralized Mortage Obligation         $1,400,295.00
CS First Boston 1998-C2 H, 6.75% 11/11/30 (a) (Commercial Loan)            Commercial Loans                          $4,075,779.00
CS First Boston Mortgage 1995-WF1 G, 8.488% 12/21/27 (Commercial Loan)     Commercial Loans                          $1,763,536.00
Delta Funding Home Equity 2000-4B, 7.15% 2/15/31                           Home Equity Loans Non-High Loan to Value   $463,339.00
Enterprise Mortgage 1998-1 A2, 6.38% 1/15/25 (a) (commercial loan)         Commercial Loans                          $2,462,297.00
Enterprise Mortgage 1998-1 A3, 6.63% 1/15/25 (a) (commercial Loan)         Commercial Loans                          $6,952,973.00
Enterprise Mortgage 1999-1 A2, 6.90% 10/15/25 (a) (commercial loan)        Commercial Loans                          $3,075,793.00
Enterprise Mortgage 2000-1 A1, 7.575% 1/15/27 (a) (commercial loan)        Commercial Loans                         $11,912,253.00
Enterprise Mortgage 2000-1 A2, 7.505% 1/15/27 (a) (Commercial Loan)        Commercial Loans                          $9,904,055.00
Equifirst Mortgage 2004-2 B1, 4.74% 7/25/34 (a)                            Home Equity Loans Non-High Loan to Value  $1,724,383.00
Equifirst Mortgage 2004-2 B2, 4.74% 7/25/34 (a)                            Home Equity Loans Non-High Loan to Value  $2,163,288.00
Equifirst Mortgage Loan Trust 2005-1 B3, 6.08% 4/25/35 (a)                 Home Equity Loans Non-High Loan to Value   $827,626.00
First Franklin Mortgage 2004-FF2 N3, 8.835% 4/25/34 (a)                    Home Equity Loans Non-High Loan to Value  $2,700,000.00
First Franklin Mortgage 2004-FF5 B, 4.47% 8/25/34 (a)                      Home Equity Loans Non-High Loan to Value  $2,212,318.00
First Franklin Mortgage 2004-FFH2 B2, 4.25% 6/25/34 (a)                    Home Equity Loans Non-High Loan to Value  $2,429,741.00
First Franklin Mortgage 2004-FFH3 B1, 5.10% 10/25/34 (a)                   Home Equity Loans Non-High Loan to Value  $2,073,450.00
GMAC Commercial Mortgage 1997-C2 F, 6.75% 4/15/29                          Commercial Loans                          $2,775,676.00
GMAC Commercial Mortgage 1998-C1 F, 7.096% 5/15/30                         Commercial Loans                          $2,949,149.00
GMAC Commercial Mortgage 2000-C1 H, 7.00% 3/15/33 (a)                      Commercial Loans                          $2,700,483.00
                                                                                                                 Tab 17, p. 1 of 5
                                                                                                                Pltf. Trial Exhibit 23
                                                             Page 135 of 181                                    Cause No. 09-14448
                                                                                                                Page 1 of 5
                                 MBS LISTED AS ABS - 2005 ANNUAL REPORT FOR RSF
Green Tree Financial 1996-4 M1, 7.75% 6/15/27                            Manufactured Housing Loans                $2,897,139.00
Green Tree Financial 1996-5 B1, 8.10 % 7/15/27                           Manufactured Housing Loans                 $355,708.00
Green Tree Financial 1996-9 M1, 7.63% 1/15/28                            Manufactured Housing Loans                $4,403,379.00
Green Tree Financial 1997-8 M1, 7.02% 10/15/27                           Manufactured Housing Loans                $5,389,409.00
Green Tree Financial 1999-4 M1, 7.60% 5/1/31                             Manufactured Housing Loans                $1,927,632.00
Green Tree Financial 1999-5 M1, 8.05% 3/1/30                             Manufactured Housing Loans                $5,137,388.00
Greenpoint Manufactured Housing 1999-5 M2, 9.23% 12/15/29                Manufactured Housing Loans               $10,590,407.00
Greenpoint Manufactured Housing 2000-1 M2, 8.780% 3/20/30                Manufactured Housing Loans                 $838,157.00
Greenpoint Manufactured Housing 2000-3 IM1, 9.01% 6/20/31                Manufactured Housing Loans                $4,682,138.00
GS Mortgage 1998-C1 H, 6.00% 10/18/30 (a)                                Commercial Loans                          $2,892,654.00
Long Beach Mortgage 2001-4 M3, 4.683% 3/25/32                            Home Equity Loans Non-High Loan to Value  $2,178,233.00
Long Beach Mortgage 2004-2 B, 5.50% 6/25/34 (a)                          Home Equity Loans Non-High Loan to Value  $2,416,943.00
Long Beach Mortgage 2004-4 M10, 4.615% 10/25/34                          Home Equity Loans Non-High Loan to Value  $4,607,452.00
Madison Avenue Manufactured Housing 2002-A B2, 4.34% 3/25/32             Manufactured Housing Loans                $3,785,222.00
Merit Securities 12-1 1M2, 7.35% 7/28/33                                 Manufactiured Housing Loans               $4,040,926.00
Merit Securities 13 M2, 7.88% 12/28/33                                   Manufactured Housing Loans                $3,184,837.00
Meritage Mortgage 2004-2 B2, 4.829% 1/25/35 (a)                          Home Equity Loans Non-High Loan to Value  $1,569,483.00
Merril Lynch Mortgage 2005-SL1 B5, 6.27% 1/25/35 (a)                     Home Equity Loans Non-High Loan to Value  $1,784,852.00
Merrill Lynch Mortgage 1998-C1 F, 6.25% 11/15/26                         Commercial Loans                          $1,779,887.00
MM Community Funding II, 3.50% 12/15/31 (a)                              Certificate Backed Obligations             $938,903.00
MM Community Funding IX, 10.00% 5/1/33(a)                                Certificate Backed Obligations            $1,941,063.00
NovaStar Home Equity 2004-3 B4, 5.238% 12/25/34                          Home Equity Loans Non-High Loan to Value  $1,562,857.00
Oakwood Mortgage 2002-A M1, 7.76% 3/15/32                                Manufactured Housing Loans                 $511,694.00
Oakwood Mortgage 2002-B M1, 7.62% 6/15/32                                Manufactured Housing Loans                $3,751,543.00
Option One Mortgage 2004-2 M7, 4.65% 5/25/34                             Home Equity Loans Non-High Loan-to Value $8,910,197.00
Preferred Term Securities IV, 6.98% 6/24/34 (a)                          Certificate Backed Obligations            $2,029,762.00
Preferred Term Securities XV, 9/26/34 (a) (f)                            Certificate Backed Obligations            $1,000,000.00
Preferred Term Securities XVI, 3/23/35 (a) (f)                           Certificate Backed Obligations            $4,000,000.00
Sail Net 2004-5A B, 6.75% 6/27/34 (a)                                    Home Equity Loans Non-High Loan to Value  $1,383,703.00
Salomon Brothers Mortgage 2000-C2 J, 6.308% 7/18/33                      Commercial Loans                          $1,715,984.00
Terwin Mortgage 2004-16SL B3, 6.34% 10/25/34                             Home Equity Loans Non-High Loan to Value  $1,505,447.00
UCFC Manufactured Housing Contract 1997-2 B1, Zero Coupon Bond 2/15/18   Manufactured Housing Loans                 $844,012.00
US Capital Funding II, 6.90% 8/1/34                                      Certificate Backed Obligations            $1,000,000.00
US Capital Funding III, 14.00% 12/1/35                                   Certificate Backed Obligations            $1,000,000.00
                                                                                                               Tab 17, p. 2 of 5
                                                                                                              Pltf. Trial Exhibit 23
                                                             Page 136 of 181                                  Cause No. 09-14448
                                                                                                              Page 2 of 5
                                    MBS LISTED AS ABS - 2005 ANNUAL REPORT FOR RSF
First Franklin 2004-FF5 M9, 4.47% 8/25/34                                    Home Equity Loans Non-High Loan to Value     $2,446,713.00
Terwin Mortgage Trust 2005-3SL B6, 11.500% 3/25/35 interest-only strips      Home Equity Loans Non-High Loan to Value     $4,028,611.00
Meritage Mortgage 2004-2 B1, 4.829% 1/25/35 (a)                              Home Equity Loans Non-High Loan to Value     $2,428,120.00




                                                                                                                        Tab 17, p. 3 of 5
                                                                                                                   Pltf. Trial Exhibit 23
                                                                 Page 137 of 181                                   Cause No. 09-14448
                                                                                                                   Page 3 of 5
                               MBS LISTED AS ABS -2005 ANNUAL REPORT FOR RMA

N ame Listed in Annual Report                                  Description                                Cost
ACE Securities 2004-HE3 B, 5.549% 11/25/34 (a)                 Home Equity Loans Non-High Loan to Value       $7,535,031.00
ACE Securities 2004-HE4 B, 5.694% 12/25/34 (a)                 Home Equity Loans Non-High Loan to Value       $1,426,391.00
ACE Securities Corp. 2004-HE3 M11, 5.46% 11/25/34              Home Equity Loans Non-High Loan to Value       $6,240,150.00
ACE Securities Corp. 2005-HE2 B1, 6.06% 4/25/35 (a)            Home Equity Loans Non-High Loan to Value       $3,709,858.00
Bombardier Capital 2000-A A2, 7.575% 6/15/30                   Manufactured Housing Loans                    $11,548,921.00
Equifirst Mortgage Loan Trust 2004-3 B1, 5.708% 12/25/34 (a)   Home Equity Loans Non-High Loan to Value       $1,651,725.00
Equifirst Mortgage Loan Trust 2004-3 B2, 5.708% 12/25/34 (a)   Home Equity Loans Non-High Loan to Value       $5,502,491.00
Equifirst Mortgage Loan Trust 2005-1 B4, 6.08% 4/25/35 (a)     Home Equity Loans Non-High Loan to Value        $827,626.00
First Franklin 2004-FF11 B1, 5.431% 1/25/35 (a)                Home Equity Loans Non-High Loan to Value       $5,500,496.00
First Franklin 2004-FF11 B2, 5.431% 1/25/35 (a)                Home Equity Loans Non-High Loan to Value       $5,302,262.00
Green Tree Finacial 1998-8 M1, 6.98% 9/1/30                    Manufactured Housing Loans                     $5,946,692.00
Green Tree Financial 1996-7 B1, 7.70% 10/15/27                 Manufactured Housing Loans                      $963,156.00
Green Tree Financial 1998-3 M1, 6.86% 3/1/30                   Manufactured Housing Loans                     $7,464,186.00
GSAMP Trust 2004-AR1 B5, 5.000% 6/25/34 (a)                    Home Equity Loans Non-High Loan to Value       $1,552,348.00
Lease Investment Flight Trust 1 A1, 2.49% 7/15/31              Commercial Loans                              $10,356,145.00
Long Beach Mortgage 2001-1 M2, 2.91% 4/21/31                   Home Equity Loans Non-High Loan to Value       $8,132,764.00
Merrill Lynch 2004-WMC1 B4, 5.181% 10/25/34 (a)                Home Equity Loans Non-High Loan to Value       $7,928,270.00
Oakwood Mortgage 2001-C A4, 7.405% 12/15/30                    Manufactured Housing Loans                     $2,965,719.00
Preferred Term Securities XVII, 6/23/35 (a) €                  Certificate Backed Obligations                 $3,000,000.00
Terwin Mortgage Trust 2005-3SL B6, 5.50% 3/25/35 interest-     Home Equity Loans Non-High Loan to Value       $3,021,458.00
only strips
Long Beach Mortgage 2001-4 M3, 4.683% 3/25/32                  Home Equity Loans Non-High Loan to Value       $3,658,258.00
Enterprise Mortgage 2000-1 A2, 7.505% 1/15/27 (a)              Commercial Loans                              $18,630,691.00
Equifirst Mortgage Loan Trust 2005-1 B3, 6.08% 4/25/35 (a)     Home Equity Loans Non-High Loan to Value        $827,626.00
Equifirst Mortgage Loan Trust 2005-1 B4, 6.08% 4/25/35 (a)     Home Equity Loans Non-High Loan to Value       $1,453,041.00
Green Tree Financial 1996-9 M1, 7.63% 1/15/28                  Manufactured Housing Loans                     $4,045,739.00
Green Tree Financial 1999-4 M1, 7.60% 5/1/31                   Manufactured Housing Loans                     $1,462,777.00
GS Mortgage 1998-C1 H, 6.00% 10/15/30 (a) (Commercial Loan)    Commercial Loans                               $4,821,091.00

Merrill Lynch 2005-SL1 B5, 6.27% 1/25/35 (a)                   Home Equity Loans Non-High Loan to Value          $1,784,853.00
US Capital Funding III, 14.00% 12/1/35 (a)                     Certificate Backed Obligations                    $2,000,000.00

                                                                                                                    Tab 17, p. 4 of 5
                                                                   1                                              Pltf. Trial Exhibit 23
                                                           Page 138 of 181                                        Cause No. 09-14448
                                                                                                                  Page 4 of 5
                              MBS LISTED AS ABS -2005 ANNUAL REPORT FOR RMA
ACE Securities Corp. 2004-HE4 M11, 5.694% 12/25/34             Home Equity Loans Non-High Loan to Value   $2,405,756.00
First Franklin 2004-FF5, 8.594% 8/25/34 (a)                    Home Equity Loans Non-High Loan to Value   $2,000,000.00
Terwin Mortgage Trust 2005-3SL B6, 5.50% 3/25/35 interest-     Home Equity Loan Non-High Loan to Value    $7,553,646.00
only strips




                                                                                                             Tab 17, p. 5 of 5
                                                                   2                                       Pltf. Trial Exhibit 23
                                                             Page 139 of 181                               Cause No. 09-14448
                                                                                                           Page 5 of 5
TAB 18



  Page 140 of 181
                        IN THE DISTRICT COURT
                        DALLAS COUNTY, TEXAS
                        101st JUDICIAL DISTRICT

     Purdue Avenue Investors LP, Mary Ann Howard, and Dana Howard, as
                   Trustee of the Molly A. Howard Trust,
                                     v.
           Morgan Keegan & CO. Inc., Morgan Asset Management,
                 Inc., James C. Kelsoe, Jr. and Thomas Orr.


                             Expert Report of
                       Craig J. McCann, Ph.D., CFA
                                July 15, 2014

I.      Qualifications and Remuneration

        A.    Qualifications
        1.    I am the President of Securities Litigation and Consulting Group,
Inc. (“SLCG”). Prior to founding SLCG, I was a Director at LECG, a business
unit of Navigant Consulting, Inc. Prior to joining LECG, I was Managing
Director, Securities Litigation at KPMG LLP for two years.

        2.    I was a senior financial economist in the Office of Economic
Analysis at the Securities and Exchange Commission (SEC) from 1992 to
1993 and from 1994 to 1995. While at the Commission, I worked on several
securities fraud investigations including allegations of material omissions and
misrepresentations. These projects included analysis of materiality, causation,
illegal profits, losses avoided and monetary penalties.

        3.    I earned a Ph.D. in Economics from the University of California,
at Los Angeles. My dissertation examined the incidence of golden parachutes
and their effect on stock prices using an event study. Financial economists use
event studies to determine whether information released was material and was

                                                              Tab 18, p. 1 of 24
                                                              Pltf. Trial Exhibit 25
                                 Page 141 of 181              Cause No. 09-14448
                                                              Page 1 of 97
                                          Expert Report of Craig J. McCann, PhD, CFA


previously non-public. I hold the Chartered Financial Analyst (CFA)
designation. Four years of practical investment management experience and
the successful completion of a series of three day-long exams are required to
receive the CFA designation.

      4.     I have taught graduate investment management at Georgetown
University and at the University of Maryland, College Park. These courses
include extensive discussions of securities valuation, portfolio construction
and performance monitoring. I have held Series 7 and Series 63 National
Association of Securities Dealers (“NASD”) registrations.

      5.     My consulting work over the nineteen years since I left the SEC
has primarily involved the analysis of investments, including the valuation of
securities. I have spoken at length at continuing legal education programs put
on by Bar Associations around the country and by the North American
Securities Administrators Association, the United States Securities and
Exchange Commission, and the Texas Securities Commission. I have been
hired as a consultant and expert witness in investigations by many state and
federal agencies including the U.S. Securities and Exchange Commission and
the Department of Justice.

      6.     My research has been published in peer-reviewed journals such
as the Journal of Alternative Investments, Journal of Applied Corporate
Finance, Journal of Asset Management, Journal of Business Valuation and
Economic Loss Analysis, Journal of Derivatives, Journal of Derivatives &
Hedge Funds, Journal of Financial Transformation, Harvard Business
Review, Journal of Index Investing, Journal of Investing, Journal of Legal
Economics, Journal of Retirement and Journal of Risk.



                                 Page 2 of 24                    Tab 18, p. 2 of 24
                                                                Pltf. Trial Exhibit 25
                                Page 142 of 181                 Cause No. 09-14448
                                                                Page 2 of 97
                                            Expert Report of Craig J. McCann, PhD, CFA


      7.     My resume, which includes a list of all publications authored by
me within the last 10 years and the cases in which I have testified as an expert
at trial or by deposition within the last four years, is attached as Exhibit 1.

      B.     Remuneration
      8.     SLCG is being compensated for its time and expenses. My
hourly rate is $475. Other SLCG personnel working on this matter have billing
rates of $100 to $475 per hour.

II.   Materials Relied Upon
      9.     I have relied on the following materials:
      a.     Plaintiffs’ Original Petition;
      b.     Defendant Morgan Asset Management, Inc.’s First Amended
             Answer to Plaintiffs’ Original Petition;
      c.     Defendant Morgan Keegan & Company, Inc.’s First Amended
             Answer to Plaintiffs’ Original Petition;
      d.     Defendant James C. Kelsoe, Jr.’s Special Appearance and
             Objection to Personal Jurisdiction;
      e.     Public filings with the Securities and Exchange Commission
             including Prospectuses, Annual Reports, Semi-annual Reports
             and Quarterly Reports for the RMK Advantage Income Fund,
             RMK High Income Fund and RMK Strategic Income Fund;
      f.     Prospectuses for securities held by the RMK Advantage Income
             Fund, RMK High Income Fund and RMK Strategic Income
             Fund;
      g.     Deposition transcripts with exhibits;
      h.     Other documents produced in discovery;
      i.     Bloomberg and publicly available sources as cited below; and
      j.     Materials identified in footnotes herein.

      10.    Discovery in this action and my work on this matter are ongoing
and therefore I reserve the right to present rebuttal and supplemental
testimony and/or amend or supplement my report based on issues raised by




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Defendants or other experts or any other information made available through
discovery or otherwise.
III.   Assignment
       11.   I have been asked by Counsel for the Plaintiffs to review the
Plaintiffs’ investments in the RMK Advantage Income Fund, RMK High
Income Fund and RMK Strategic Income Fund (“the RMK Funds”). I have
been asked to identify any material misrepresentations or omissions in the
RMK Funds’ SEC filings and to calculate damages suffered by the Plaintiffs
as a result of those misrepresentations.
IV.    Summary of Findings
       12.   Based on my review of the documents, I have determined the
following to a reasonable degree of scientific certainty. The RMK Funds’
Prospectuses, Annual Reports, Semi-annual Reports and Quarterly Reports
contained many, repeated misrepresentations. Those included:
   • After defining what was meant by “mortgage-backed securities” and
     “asset-backed securities” in the Prospectus for each Fund, the
     Defendants report many mortgage-backed securities as asset-backed
     securities in the Funds’ SEC filings. The Funds’ direct and indirect
     exposure to commercial and residential mortgages was thus not limited
     to amounts listed in the Funds’ SEC filings.
   • The Funds claimed to be diversified across debt sectors. In fact, the
     Funds were overwhelmingly exposed to commercial and residential
     mortgages. The Fund’s undisclosed concentration in mortgage-backed
     securities grew over time and ultimately caused the losses suffered by
     the Plaintiffs.
   • The Defendants attributed the stability of the Funds’ net asset values
     relative to the Lehman Brothers Ba Index to diversification across debt
     sectors when the Defendants, in fact, knew the Funds’ relatively stable
     net asset values were due to the Defendants’ undisclosed practice of not
     updating the market values of many of the Funds’ portfolio holdings on
     a daily basis.

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    • In Annual and Semi-annual Reports filed with the SEC, the Defendants,
      without qualification or equivocation, told investors that daily net asset
      values reported were based on daily closing market prices. This
      assertion, coupled with other language in the Annual and Semi-annual
      Reports and in the Prospectuses falsely implied that the Funds were
      holding securities for which daily closing prices were available and that
      “fair valuing” was done properly.
    • Despite the Funds’ minimal holdings of corporate bonds and
      overwhelming exposure to residential and commercial mortgages, the
      Defendants repeatedly compared the Funds’ returns to the Lehman
      Brothers Ba Index, an index containing only corporate bonds.
    • The Plaintiffs suffered out of pocket losses of $1,435,352, capital losses
      of $2,253,039 and market adjusted losses of $1,851,506 as a result of
      the Defendants’ misrepresentations. See Exhibit 2.
V.   The Defendants Understated the Funds’ Holdings of Mortgage-
Backed Securities
         13.      The Funds’ Prospectuses define two of the debt sectors the Funds
will diversify across: “mortgage-backed securities” and “asset-backed
securities”. The Prospectus language cited below makes clear the distinction
is whether the underlying collateral is mortgages or something else. The funds
then have separate mortgage-backed securities and asset-backed securities
sections of portfolio holdings with a lot of the asset-backed securities holdings
actually backed by mortgages.
         14.      The following paragraphs from the 2004 Advantage Income
Fund Prospectus at p. 14 state the fund will be diversified across types of debt
and separately identifies asset-backed securities and mortgage-backed
securities.1



1
  For brevity, here and throughout I will refer to language in the section of the 2005 Annual Report dealing
with the RMK Advantage Income Fund. Similar language, evidencing the same misrepresentations
identified herein, can be found in the Prospectuses and Annual and Semi-Annual Reports for the RMK
High Income Fund and for the RMK Strategic Income Fund.


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      In managing the Fund's portfolio, the Adviser will
      employ an active management approach that will
      emphasize the flexibility to allocate assets across a
      wide range of asset classes and thereby provide the
      advantages of a widely diversified high income
      portfolio. The Adviser's fixed-income research team
      will search a broad array of asset categories and
      sectors to identify the most attractive relative value
      prospects. In addition to the traditional below
      investment grade corporate market, the Adviser will
      strategically utilize asset-backed securities,
      mortgage-backed securities and other structured
      finance vehicles as well as convertible securities,
      preferred stock and other equity securities. The
      Adviser believes that the opportunity to acquire a
      diverse set of assets will contribute to higher total
      returns and a more stable net asset value for the Fund
      than would result from investing in a single sector of
      the debt market such as below investment grade
      corporate bonds. The Adviser will sell securities that
      it believes no longer offer potentially better yield
      or total return than other available securities.
      (Emphasis added)
      15.   Two pages later in the 2004 Prospectus, these two debt market
segments are described as:
      MORTGAGE-BACKED SECURITIES. Mortgage-backed securities
      represent direct or indirect participations in, or are
      secured by and payable from, mortgage loans secured by
      real property and include single- and multi-class
      pass-through securities and collateralized mortgage
      obligations. U.S. government mortgage-backed
      securities include mortgage-backed securities issued
      or guaranteed as to the payment of principal and
      interest (but not as to market value) by Ginnie Mae
      (also known as the Government National Mortgage
      Association), Fannie Mae (also known as the Federal
      National Mortgage Association), Freddie Mac (also
      known as the Federal Home Loan Mortgage Corporation)
      or other government-sponsored enterprises. Other
      mortgage-backed securities are issued by private
      issuers. Private issuers are generally originators of
      and investors in mortgage loans, including savings
      associations, mortgage bankers, commercial banks,
      investment bankers and special purpose entities.
      Payments of principal and interest (but not the market

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value) of such private mortgage-backed securities may
be supported by pools of mortgage loans or other
mortgage-backed securities that are guaranteed,
directly or indirectly, by the U.S. government or one
of its agencies or instrumentalities, or they may be
issued without any government guarantee of the
underlying mortgage assets but with some form of non-
government credit enhancement. Non-governmental
mortgage-backed securities may offer higher yields
than those issued by government entities, but may also
be subject to greater price changes than governmental
issues.
     Some mortgage-backed securities, such as
collateralized mortgage obligations, make payments of
both principal and interest at a variety of intervals;
others make semiannual interest payments at a
predetermined rate and repay principal at maturity
(like a typical bond). Stripped mortgage-backed
securities are created when the interest and principal
components of a mortgage-backed security are separated
and sold as individual securities. In the case of a
stripped mortgage-backed security, the holder of the
principal- only, or "PO," security receives the
principal payments made by the underlying mortgage,
while the holder of the interest-only, or "IO,"
security receives interest payments from the same
underlying mortgage.
     Mortgage-backed securities are based on different
types of mortgages including those on commercial real
estate or residential properties. These securities
often have stated maturities of up to thirty years
when they are issued, depending upon the length of the
mortgages underlying the securities. In practice,
however, unscheduled or early payments of principal
and interest on the underlying mortgages may make the
securities' effective maturity shorter than this, and
the prevailing interest rates may be higher or lower
than the current yield of the Fund's portfolio at the
time the Fund receives the payments for reinvestment.
ASSET-BACKED SECURITIES. Asset-backed securities
represent direct or indirect participations in, or are
secured by and payable from, pools of assets such as,
among other things, motor vehicle installment sales
contracts, installment loan contracts, leases of
various types of real and personal property, and
receivables from revolving credit (credit card)

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      agreements or a combination of the foregoing. These
      assets are securitized through the use of trusts and
      special purpose corporations. Credit enhancements,
      such as various forms of cash collateral accounts or
      letters of credit, may support payments of principal
      and interest on asset-backed securities. Although
      these securities may be supported by letters of credit
      or other credit enhancements, payment of interest and
      principal ultimately depends upon individuals paying
      the underlying loans or accounts, which payment may be
      affected adversely by general downturns in the
      economy. Asset-backed securities are subject to the
      same risk of prepayment described below with respect
      to mortgage-backed securities. The risk that recovery
      on repossessed collateral might be unavailable or
      inadequate to support payments, however, is greater
      for asset-backed securities than for mortgage-backed
      securities. (emphasis added)

      16.    The Prospectus for each Fund thus defined “mortgage-backed
securities” as securities backed by mortgages - whether on commercial or
residential properties, whether issued by quasi-governmental agencies or
private issuers, whether structured or pass through – and “asset-backed
securities” as securities backed by other types of collateral. This distinction is
important since real-estate values are a distinct risk - and a risk that dominated
the Funds.
      17.    The Defendants thereafter significantly under-report the amount
of mortgage-backed securities in every SEC filing. For example on page 4 of
the Funds’ March 31, 2005 Annual Report the Defendants provide this
distribution for the Advantage Income Fund. See Figure 1.




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Figure 1: Advantage Income Fund 2005 Annual Report Excerpt




        18.     Given the Prospectuses’ definition of mortgage-backed
securities and asset backed securities, the table above makes it appear that
only 1.8% of the Advantage Income Fund portfolio consisted of mortgage-
backed securities as of March 31, 2005. Later in the Annual Report, the
Harborview Mortgage 2004-8 Class X, interest only strip is the only security
listed under “Mortgage-backed Securities”. In fact, the amount of securities
backed by mortgages in the portfolio was much, much higher than the 1.8%
the Funds reported.
        19.     The 16.9% identified as “Home Equity Loans” must be added to
the 1.8% identified as “Mortgage-Backed Securities”. The securities the
Defendants identify as “Home Equity Loans” are not backed by traditional
home equity loans. Instead, they are backed by first lien loans to subprime
borrowers. For example, Ace Securities 2004-HE3 M11 and Ace Securities
2004-HE4 M11 – both listed as investment grade asset-backed securities in
the 2005 Annual Report – are the bottom offered tranches in deals backed by
first lien loans to subprime borrowers.2 Also, some or all of the 7.2% identified

2
 The Prospectus for Ace Securities 2004-HE3 can be found here
www.sec.gov/Archives/edgar/data/1063292/000093041304005014/c34179_424b5.txt
And the Prospectus for Ace Securities 2004-HE4 can be found here
http://www.sec.gov/Archives/edgar/data/1063292/000093041304005571/c34511_424b5.txt.


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as “Manufactured Housing Loans” should be added to the “Mortgage-Backed
Securities” allocation. For example, Green Tree Financial 1996-9 M1 is
backed by mortgages on manufactured housing and residential real estate.3
          20.     Given the Prospectuses definition of mortgage-backed securities,
25.9% should have been listed as mortgage-backed securities, far exceeding
the 2005 Annual Report’s 1.8% claimed allocation. However, even this 25.9%
though would understate the exposure to mortgage-backed securities in the
Advantage Income Fund. Other portfolio holdings in addition to those
identified as “Home Equity Loans” and “Manufactured Housing Loans” are
mortgage-backed securities as defined in the Funds’ Prospectuses.
          21.     For example, on page 8 of the 2005 Annual Report, there is a
section in the Advantage Income Fund holdings table that starts “Asset-
Backed Securities – Non-Investment Grades – 55.2% of Net Assets”. Within
that section is “Commercial Loans” and listed therein is GS Mortgage 1998
C-1 H. See Figure 2.




3
    www.sec.gov/Archives/edgar/data/890175/0000950131-96-005294.txt


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Figure 2: Advantage Income Fund 2005 Annual Report Excerpt




          22.     The GS Mortgage 1998 C-1 H is clearly a security backed by
mortgages not a security backed by commercial loans.4 The Defendants also
list the Merrill Lynch 204(sic)-WMC3 B45 mortgage-backed security in the
“Asset-Backed Security – Commercial Loan” category. This mortgage-
backed security is incorrectly listed in the holdings table as an “Asset-Backed
Security – Commercial Loan” and as a “Commercial Loan” in the summary
asset allocation table. This misclassification understated the concentration in
mortgage-backed securities and made the portfolio seem more diversified than
it actually was.




4
 The Prospectus for GS Mortgage 1998 C-1 H is available at
www.sec.gov/Archives/edgar/data/1004158/0000950136-98-02349.txt.
5
    www.sec.gov/Archives/edgar/data/809940/000095012304006256/y97242e424b5.txt.


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        23.   This misrepresentation is important because the funds were
much more concentrated in housing and housing finance risk than the
Prospectuses and other SEC filings disclosed. The Defendants told investors
what “mortgage-backed securities” meant in the Funds’ Prospectuses.
Therefore, regardless of how some other firm or an issuer, classified these
assets, they should not have been classified by the Funds as asset backed
securities which the Fund defined to be backed by non-mortgage collateral
“such as, among other things, motor vehicle installment sales contracts,
installment loan contracts, leases of various types of real and personal
property, and receivables from revolving credit (credit card) agreements or a
combination of the foregoing.”
VI. The Prospectuses, Annual Reports and Semi-Annual Reports
Misrepresented the Liquidity of the Funds’ Holdings
        24.   The Prospectuses state that the Funds will value the portfolios’
holdings at market prices and where closing market prices are not available
the Funds will value the holdings at fair value in good faith. At the bottom of
the NAV table which ends on page 7 of the 2005 Annual Report there is this
note:
        (1) Net asset value is calculated after the close of
        the exchanges each day by taking the closing market
        value of all securities owned plus all other assets
        such as cash, subtracting all liabilities, then
        dividing the result (total net assets) by the total
        number of shares outstanding. The market price is the
        last reported price at which a security was sold on an
        exchange.
        25.   This note in the 2005 Annual Report is untrue since most of the
Funds’ securities did not have a market price. The NAVs reported in the table
on page 5 of the 2005 Annual Report were largely determined at the
Defendants’ discretion.

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      26.   Sixty pages later in the notes to the financial statements there is
a Note 2 which reads.
      NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      The following is a summary of significant accounting
      policies consistently followed by the Funds in the
      preparation of their financial statements. These
      policies are in conformity with accounting principles
      generally accepted in the United States of America.
      INVESTMENT VALUATIONS--Investments in securities that
      trade on national securities exchanges are stated at
      the last reported sales price on the day of valuation.
      Securities traded in the over-the-counter market and
      listed securities for which no sale was reported on
      that date are stated at the last quoted bid price. The
      Funds normally obtain market values for their
      securities from an independent pricing service or from
      the use of an internal matrix system that derives
      value based on comparable securities. Debt securities
      with remaining maturities of 60 days or less are
      valued at amortized cost, or original cost plus
      accrued interest, both of which approximate market.
      When a Fund believes that a market quote does not
      reflect a security's true value, the Fund may
      substitute for the market value a fair value estimate
      made according to methods approved by the Board of
      Directors. The values assigned to fair value
      investments are based on available information and do
      not necessarily represent amounts that might
      ultimately be realized, since such amounts depend on
      future developments inherent in long-term investments.
      Further, because of the inherent uncertainty of
      valuation, such estimated values may differ
      significantly from the values that would have been
      used had a ready market for the investments existed,
      and the differences could be material.

      27.   Based on the note to the NAV table on page 7 and Note 2 to the
financial statements at the end of the 2005 Annual Report investors are led to
believe that NAVs reported at least to March 31, 2005 were based on actual
market prices. In fact, there were no “closing market values” for most of the
holdings and the Funds placed the same value on many of the securities it held


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every day for months at a time because there were not readily available
transaction prices or quotes.
      28.    This valuation was inconsistent with the Prospectuses and while
it may have not caused the NAV to be systematically too high or too low on
any given day it did cause the funds’ NAVs to be smoothed. In fact, for large
swaths of the portfolios, the Defendants just left the price unchanged for
months at a time. This all resulted in the Funds appearing more stable and
their holdings more liquid to investors than the reality of the underlying
investments, misrepresenting the true risks of the Funds.

VII. The Defendants Use of Stale Prices Was Inconsistent With
Prospectus Disclosures
      29.    The Prospectuses acknowledge that the market price of illiquid
securities is more volatile than of liquid securities. At page 20:
      ILLIQUID AND RESTRICTED SECURITIES. Illiquid
      investments are investments that cannot be sold or
      disposed of in the ordinary course of business at
      approximately the prices at which they are valued.
      Investments currently considered by the Adviser to be
      illiquid include repurchase agreements not entitling
      the holder to repayment of principal and payment of
      interest within seven days, non-government stripped
      fixed-rate mortgage-backed securities, and over-the-
      counter options. In the absence of readily available
      market quotations a committee appointed by the Fund's
      Board will price illiquid investments at a fair value
      as determined in good faith. Valuing illiquid
      securities typically requires greater judgment than
      valuing securities for which there is an active
      trading market. The market price of illiquid
      securities generally is more volatile than that of
      more liquid securities, which may adversely affect the
      price that the Fund pays for or recovers upon the sale
      of illiquid securities.
      Investment of the Fund's assets in illiquid securities
      may restrict the Fund's ability to take advantage of
      market opportunities. The risks associated with

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illiquid securities may be particularly acute in
situations in which the Fund's operations require cash
and could result in the Fund borrowing to meet its
short-term needs or incurring losses on the sale of
illiquid securities.

30.   At page 36:
NET ASSET VALUE
The Fund calculates net asset value for its common
shares every day the NYSE is open when regular trading
closes (normally 4:00 p.m. Eastern time).
For purposes of determining the net asset value of a
common share, the value of the securities held by the
Fund plus any cash or other assets (including interest
accrued but not yet received) minus all liabilities
(including accrued expenses and indebtedness) is
divided by the total number of common shares
outstanding at such time. Expenses, including the fees
payable to the Adviser, are accrued daily.
The Fund generally will value its portfolio securities
using closing market prices or readily available
market quotations. The Fund may use a pricing service
or a pricing matrix to value some of its assets.
Securities for which the primary market is on an
exchange (domestic or foreign) will be valued at the
last sale price on such exchange on the day of
valuation or, if there was no sale on such day, at the
last quoted bid price.
Securities traded primarily in the Nasdaq Stock Market
are normally valued by the Fund at the Nasdaq Official
Closing Price ("NOCP") provided by Nasdaq each
business day. The NOCP is the most recently reported
price as of 4:00:02 p.m. Eastern Time, unless that
price is outside the range of the "inside" bid and
asked price(i.e., the bid and asked prices that
dealers quote to each other when trading for their own
accounts); in that case, Nasdaq will adjust the price
to equal the inside bid or asked price, whichever is
closer. Because of delays in reporting trades, the
NOCP may not be based on the price of the last trade
to occur before the market closes. Securities that are
traded in the over-the-counter market will be valued
at the last quoted bid price. Debt securities with
remaining maturities of 60 days or less will be valued

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      at amortized cost or original cost plus accrued
      interest, both of which approximate market value.
      Foreign securities are translated from the local
      currency into U.S. dollars using current exchange
      rates. Foreign securities markets may be open on days
      when the U.S. markets are closed. For this reason, the
      value of any foreign securities owned by the Fund
      could change on a day a stockholder cannot buy or sell
      shares of the Fund. When closing market prices or
      market quotations are not available or are considered
      by the Adviser to be unreliable, the Fund may use a
      security's fair value. Fair value is the valuation of
      a security determined on the basis of factors other
      than market value in accordance with procedures
      approved by the Fund's Board. The use of fair value
      pricing by the Fund may cause the net asset value of
      its shares to differ from the net asset value that
      would be calculated using closing market prices.

      31.    The Funds, in fact, placed the same price on many (most) of the
securities it held every day for months at a time because there were not readily
available transaction prices or quotes. This valuation was inconsistent with
the Prospectus and while it may have not caused the NAV to be systematically
too high or too low on any given day it did cause the funds’ NAVs to be
smoothed.
VIII. The Defendants Use of Stale Prices Misled Third-Party Vendors of
Fund Rankings
      32.    The Funds provided return information to Morningstar, Lipper
and others for purposes of being ranked, rated or compared. The Funds also
compared their returns to other funds or to indexes in their filings and
marketing materials. Having said the Funds would provide data to
Morningstar and others and advertise the rankings thus generated, it was false
and misleading to not also tell investors the Funds were going to smooth the
NAVs to get higher rankings or “Star” ratings. There is nothing in the
prospectus disclosure that warns investors that the Funds would leave

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unchanged for a year or longer the values the Funds placed on much of their
holdings, thus making the low volatility of their NAV completely artificial
and the accolades they received from services like Morningstar unearned.
      33.   Also, the Funds said they would compare their returns to indexes
and that this information should be considered in light of similarities to the
index and current market conditions. They then repeatedly compared their
returns in the Annual and Semi-annual Reports to the Lehman Ba index which
contains none of the securities which dominate the Funds’ returns.
      34.   At page 53 of the first Statement of Additional Information
attached to the prospectus for the Advantage Income Fund:
      PERFORMANCE-RELATED, COMPARATIVE AND OTHER INFORMATION
      The Fund may quote certain performance-related
      information and may compare certain aspects of its
      portfolio and structure to other similar funds as
      categorized by Lipper, Inc., Morningstar Inc. or other
      independent services.
      Comparison of the Fund to an alternative investment
      should be made with consideration of differences in
      features and expected performance. The Fund may obtain
      and report data from sources or reporting services,
      such as Bloomberg Financial and Lipper, Inc. that the
      Fund believes to be generally accurate.
      From time to time, the Fund and/or the Adviser may
      report to Stockholders or to the public in
      advertisements concerning the Adviser's performance as
      an adviser to Regions Morgan Keegan mutual funds and
      other clients, or concerning the comparative
      performance or standing of the Adviser in relation to
      other investment advisers. Comparative information may
      be compiled or provided by independent ratings
      services or by news organizations. Advertisements may
      refer to opinions or rankings of the Adviser's overall
      investment management performance or the Fund's
      performance contained in third-party reports or
      publications. Performance information for the Fund or
      for other Regions Morgan Keegan funds or accounts
      managed by the Adviser may also be compared to various
      unmanaged indices or to other benchmarks, some of

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      which may not be available for direct investment. Any
      performance information, whether related to the Fund
      or the Adviser, should be considered in light of the
      Fund's investment objectives and policies, the
      characteristics and quality of the Fund, and the
      market conditions during the time period indicated,
      and it should not be considered to be representative
      of what may be achieved in the future. The Adviser may
      provide its opinion with respect to general economic
      conditions including such matters as trends in default
      rates or economic cycles.
      The Fund's advertising materials may reference the
      history of the Adviser and its affiliates or
      information concerning key investment and managerial
      personnel including the portfolio manager. These
      materials may make reference to certain other open-end
      investment companies managed by the Adviser.


      35.   The first paragraph of the management discussion on page 3 in
the 2005 Annual Report reads:
      RMK Advantage Income Fund, Inc.
      Portfolio Commentary
      March 31, 2005

      MANAGEMENT DISCUSSION OF FUND PERFORMANCE

      RMK Advantage Income Fund, Inc. (the "Fund") began
      trading on November 8, 2004 under the ticker symbol
      RMA after an initial public offering at $15 per share.
      The Fund had a total return of 7.30% for the period
      ended March 31, 2005, based on market price and
      reinvested dividends. The Fund had a total return of
      3.53% for the period ended March 31, 2005, based on
      net asset value and reinvested dividends. From
      November 8, 2004 until March 31, 2005, the LEHMAN
      BROTHERS BA U.S. HIGH YIELD INDEX had a total return
      of -0.56%. The Fund's strong performance was primarily
      attributable to the Fund's relative yield advantage as
      evidenced by the monthly dividend distributions and
      the relative net asset value stability produced by the
      Fund's allocation in a wide variety of asset types.
      (Emphasis added)



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      36.    The Funds misled investors by comparing the funds returns to
the Lehman Ba Index which contains no mortgage backed securities – only
corporate bonds. The Funds also falsely state that their relative NAV stability
was due to their diversification when in fact the NAV stability was due to not
marking to market their portfolios daily.

IX. Comparisons to the Lehman Ba Index Misrepresented the RMK
Funds’ Risk
      37.    The Funds’ Annual and Semi-annual Reports repeatedly
compared their returns to the Lehman Brothers’ Ba High Yield index despite
that index containing no mortgage backed securities, no asset backed
securities and no structured finance.
      38.    As the Securities and Exchange Commission found in In Re
Piper Jaffray, it is false and misleading to claim diversification benefits when
the particular structure of the securities purchased by the fund aggravates the
underlying risks so dramatically that the particular sub-segment of the fixed
income asset class invested in and which generated the unlevered risk is not
material.
      39.    In the Piper Capital Management (PCM) case, the SEC
Administrative Law Judge found:

      Further, the report states that PJIGX "is invested in more than 200
      different securities which offset one another and help the fund to perform
      well in a variety of economic scenarios" …, again implying diversification
      in the familiar sense. Further undermining PCM's reliance on technical
      accuracy is the fact that Bruntjen's unorthodox strategy of purchasing a
      variety of CMO derivative securities at a discount and actively managing
      the cash flows as they accreted to par … mystified even peer fund
      managers.




                                    Page 19 of 24                  Tab 18, p. 19 of 24
                                                                    Pltf. Trial Exhibit 25
                                   Page 159 of 181                  Cause No. 09-14448
                                                                    Page 19 of 97
                                              Expert Report of Craig J. McCann, PhD, CFA


      … Finally, it was affirmatively misleading to characterize Bruntjen's cash
      flow management "diversification" and Fund leverage as risk/volatility
      hedges. …

      40.    PCM did not challenge the ALJ’s conclusion on the materially
misleading nature of PCM’s diversification claims for PJIGX and so the
Commission accepted the ALJ’s findings on this point. The Defendants’
repeated claims that the Funds were diversified rise and fall on the same failed
hyper-technical defenses PCM advanced before the SEC. As with PJIGX,
these Funds placed highly leveraged bets on credit risk – interest rate risk in
the case of PJIGX - and were not “diversified” in the sense that the
Prospectuses of these Funds represented.
      41.    In addition to the common structural features in most of the
securities in the Funds, the assets ultimately underlying most of these Fund’s
holdings were housing and housing finance related. The Defendants did not
analyze the portfolio holding sufficiently well prior to 2007 to justify the
claimed diversification. After investors like the Plaintiffs lost billions of
dollars in the RMK funds in 2007, the Defendants attempted to determine the
nature of the underlying assets and found that the fund was more than 57%
housing and housing finance.
      42.    In the case identified above, the SEC found that PCM’s
comparison of one of PJIGX’s returns to an index that contained none of the
asset type that dominated its holdings was materially false and misleading.
      43.    Piper Jaffray marketed PJIGX in the early 1990s to investors who
wanted to invest in short and intermediate term fixed-income securities issued
by the U.S. government and government agencies. Many of the securities
PJIGX held were Collateralized Mortgage Obligations (CMOs) including




                                     Page 20 of 24                 Tab 18, p. 20 of 24
                                                                     Pltf. Trial Exhibit 25
                                   Page 160 of 181                   Cause No. 09-14448
                                                                     Page 20 of 97
                                                   Expert Report of Craig J. McCann, PhD, CFA


inverse floaters. These securities were especially poorly described by the risk
characteristics Piper Jaffray reported to investors.
        44.     The Administrative Law Judge (ALJ) found that Piper Capital
Management’s choice of benchmark was material to investors and was
misleading because it didn’t contain the same type of securities as the mutual
fund held and because the comparison implied a lower interest rate risk than
the portfolio actually had.
        “Similar reasoning would apply to PCM's use of the Merrill Lynch 3-5
        Year Treasury Bond Index as a benchmark for Fund performance. PJIGX
        annual/Semi-annual Reports to shareholders systematically compared
        Fund performance to that index. … PJIGX marketing materials and sales
        presentations made similar comparisons. … I find and conclude that
        expressly comparing Fund performance to the Merrill Lynch 3-5 Year
        Treasury Bond Index establishes a substantial likelihood that reasonable
        investors would consider the comparisons important in making PJIGX
        investment decisions and would view the comparisons as significantly
        altering the total mix of available information. It follows that
        PPJIGX/Merrill Lynch 3-5 Year Treasury Bond Index comparisons were
        material to investors.

        The record casts doubt on PCM's claim that the Merrill Lynch 3-5 Year
        Treasury Bond Index was an appropriate risk/performance benchmark for
        PJIGX. The Fund's distinguishing feature was an extremely high
        proportion of CMO derivative securities. … The Merrill Lynch 3-5 Year
        Treasury Bond Index contained no CMOs/CMO derivative securities
        whatsoever. … Moreover, the record indicates that PJIGX exhibited
        multiples of the interest rate sensitivity exhibited by the Merrill Lynch 3-5
        Year Treasury Bond Index. …” 6

        45.     The Securities and Exchange Commission affirmed the ALJ’s
findings in a strongly worded Opinion that included the following.

        PCM further misled investors by comparing the Fund's performance to the
        Merrill Lynch three- to five-year Treasury Bond Index. The Merrill Lynch
        three- to five-year Treasury Bond Index, unlike the Fund, did not include
        CMOs. Thus, the Fund's increasing proportion of CMOs exposed it to
6
  In the Matter of Piper Capital Management, Inc., et al. Initial Decision Release No. 175 File
No. 3-9657 November 30, 2000 available at
www.sec.gov/litigation/aljdec/id175hpy.htm#P218_14823

                                         Page 21 of 24                    Tab 18, p. 21 of 24
                                                                            Pltf. Trial Exhibit 25
                                        Page 161 of 181                     Cause No. 09-14448
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                                                   Expert Report of Craig J. McCann, PhD, CFA


        interest-rate sensitivity not exhibited by the Merrill Lynch three- to five-
        year Treasury Bond Index. 7

        46.     Similarly in this case, more than 50% of the Funds’ portfolio
holdings were mortgage-backed securities, asset-backed securities and other
structured finance and virtually all of these securities were at or near the
bottom of the various investments’ capital structure. The Lehman Ba index
contained only corporate bonds. The current Defendants’ comparison of the
Funds to the Lehman Ba index in Annual Reports is identically analogous in
all material respects to PCM’s comparison of PJIGX’s returns to the Merrill
Lynch 3-5 Year Treasury Bond Index which the SEC found was materially
false and misleading.
X.      The Defendants Misrepresented the Volatility of the Funds
        47.     In the Annual Reports, the Defendants compared the Fund’s net
asset volatility to the Lehman Brothers Ba Index. This comparison was
grossly false and misleading because the Defendants did not mark–to-market
much of the Funds’ portfolio holdings. By using stale and unchanging values
for the fund’s holdings, the Defendants understated changes from day to day
in the Funds’ net asset values. The Defendants then calculated volatilities
based on the artificially smoothed net asset values, thereby significantly
understating the fund’s volatility.
        48.     The Defendants were smoothing fluctuations in the market
values of the securities held in the Funds by not marking–to-market a large
portion of its portfolio on a daily basis. A mutual fund’s Net Asset Value is
simply the sum of the value of the fund’s portfolio holdings divided by the
number of fund units. By keeping constant the value placed each day on a

7
  In the Matter of Piper Capital Management, Inc., et al., Securities Act of 1933 Release No.
8276, August 26, 2003 available at http://www.sec.gov/litigation/opinions/33-8276.htm.

                                         Page 22 of 24                    Tab 18, p. 22 of 24
                                                                            Pltf. Trial Exhibit 25
                                        Page 162 of 181                     Cause No. 09-14448
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                                           Expert Report of Craig J. McCann, PhD, CFA


number of the fund’s holdings, the Defendants smoothed daily changes in the
NAV which in turn misrepresented the volatility of the Funds.
XI.   Damages
      49.     Between January 2005 and February 2010, the Plaintiffs invested
$2,534,777 in the Funds and received $281,630 in sales proceeds from the
sale of shares purchased after January 1, 2005. The Fund shares still held by
the Plaintiffs on February 28, 2010 were worth $108. The Plaintiffs thus
suffered capital losses of $2,253,039.
      50.     The Plaintiffs received dividends distributions from the Fund
shares purchased after January 1, 2005 of $762,847 and capital gains
distributions of $54,840 and thus suffered net out-of-pocket losses of
$1,435,352.
      51.     If the identical cash investments and withdrawals had been made
in a true high yield bond fund instead of the Funds, the Plaintiffs would have
had a gain of $416,154 up through February 28, 2010 and so its losses adjusted
for high yield bond market conditions are $1,851,506.
XII. Comments
      52.     The misrepresentations and omissions listed above are
illustrative, not exhaustive. The Funds’ Prospectuses repeatedly misclassified
and failed to disclose the magnitude of the Funds’ investments in mortgage-
backed securities and in asset-backed securities and the attendant risks. It is
my understanding that discovery is still ongoing. My understanding of the
facts in this case is based upon a preliminary assessment of the documents
available to date. I am continuing to review these documents. To the extent
that the facts of the case (after further review of the documents or further fact
discovery) differ from my current understanding, my findings may change.


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                                                                 Pltf. Trial Exhibit 25
                                 Page 163 of 181                 Cause No. 09-14448
                                                                 Page 23 of 97
          Expert Report of Craig J. McCann, PhD, CFA
                                                 CF A




  Page 24 of24                 Tab 18, p. 24 of 24
                                Pltf. Trial Exhibit 25
Page 164 of 181                 Cause No. 09-14448
                                Page 24 of 97
TAB 19



  Page 165 of 181
Craig McCann, Ph.D., CFA
Principal
                                                                                       CRAIGMCCANN@SLCG.COM
                                                                                                      703-246-9381

Key Qualifications
        Dr. McCann is Principal, Securities Litigation and Consulting
Group, Inc. He is experienced in securities class action litigation,
financial analysis, investment management and valuation. Dr. McCann
has taught graduate investment management at Georgetown
University and at the University of Maryland, College Park. He held a
Series 7 and a Series 63 NASD. Dr. McCann is a Chartered Financial
Analyst.

        Dr. McCann received a B.A. and an M.A. in Economics from the University of Western
Ontario and a Doctorate degree in Economics from the University of California, at Los Angeles.
Dr. McCann’s fields of graduate study were industrial organization, mathematical economics and
information and uncertainty. His dissertation examined the incidence of golden parachutes and their
effect on stock prices. After receiving his doctorate degree, Dr. McCann taught economics at the
University of South Carolina.

         Prior to founding Securities Litigation and Consulting Group, Dr. McCann was Director at
LECG and Managing Director, Securities Litigation at KPMG. Dr. McCann was a senior financial
economist at the Securities and Exchange Commission. There he focused on investment
management issues and contributed financial analysis to numerous investigations involving alleged
insider trading, securities fraud, personal trading abuses and broker-dealer misconduct.

        Dr. McCann was a Senior Consultant at a consulting firm where he managed projects
involving alleged securities fraud, insider trading, and market manipulation. These projects included
analysis of materiality, causation, damages and class certification. In addition, he has consulted on
transfer pricing, breach of contract, labor and antitrust cases as well as on various regulatory matters.

         Dr. McCann has published in the Journal of Alternative Investments, Journal of Applied Corporate
Finance, Journal of Asset Management, Journal of Business Valuation and Economic Loss Analysis, Journal of
Derivatives, Journal of Derivatives & Hedge Funds, Journal of Financial Transformation, Harvard Business
Review, Journal of Index Investing, Journal of Investing, Journal of Legal Economics, Journal of Retirement and the
Journal of Risk. He has testified in state and federal court, in NASD, NYSE, JAMS and AAA
arbitration proceedings and before the United States Senate and has been quoted in the New York
Times, the Wall Street Journal, the Washington Post, the Boston Globe, the Bond Buyer, American Banker, Money
Magazine, Kiplinger Retirement Report and Crain’s Investment News.




                                                                                        Tab 19, p. 1 of 16
                                                                                        Pltf. Trial Exhibit 25A
                                                Page 166 of 181                         Cause No. 09-14448
                                                                                        Page 25-40 of 97
Professional Experience
SECURITIES LITIGATION AND CONSULTING GROUP, INC.
2000 -         Principal
               Provides expert consulting and testifying in securities class actions, investment management,
               labor and valuation disputes.
Navigant Consulting, Inc. / LECG
1999-2000     Director
              Provided expert consulting and testifying in complex litigation.
KPMG llp
1997-1999       Managing Director, Securities Litigation
                Directed projects in complex litigation.
UNIVERSITY OF MARYLAND, COLLEGE PARK
1995-1998    Adjunct Professor of Finance
             Taught graduate investment management.
GEORGETOWN UNIVERSITY
1996       Adjunct Professor of Finance
           Taught graduate investment management.
NATIONAL ECONOMIC RESEARCH ASSOCIATES
1995-1997   Senior Consultant
            Directed projects in the economics of complex securities litigation.
VIRGINIA TECH
1995-1997     Adjunct Professor of Economics
              Taught graduate managerial economics.
U.S. SECURITIES AND EXCHANGE COMMISSION
1994-1995      Professional Fellow and Acting Associate Chief Economist for Policy
               Reviewed Commission initiatives and coordinated research in support of Chief Economist.
               Conducted research into portfolio performance, personal trading and quantitative risk measures.
               Provided financial analysis in support of enforcement.
ECONOMIC ANALYSIS CORPORATION
1993-1994   Senior Economist
            Directed projects involving analysis of vertical and horizontal practices, mergers, and general
            business damages.
U.S. SECURITIES AND EXCHANGE COMMISSION
1992-1993      Academic Fellow
               Conducted research into the valuation and expensing of employee stock options, reviewed policy
               proposals and supported enforcement actions.
UNIVERSITY OF SOUTH CAROLINA, COLLEGE OF BUSINESS
1987-1992     Assistant Professor
              Taught economics, antitrust and public policy towards business at undergraduate, masters, MBA and
              doctorate levels.




                                                                                 Tab 19, p. 2 of 16
                                                                                 Pltf. Trial Exhibit 25A
                                            Page 167 of 181                      Cause No. 09-14448
                                                                                 Page 25-40 of 97
Education
UNIVERSITY OF CALIFORNIA, LOS ANGELES
1989         Ph.D., Economics
1986         M.A., Economics

UNIVERSITY OF WESTERN ONTARIO
1983         M.A., Economics
1982         B.A., Economics

Chartered Financial Analyst
Series 7 NASD Registration (1997-1999)
Series 63 NASD Registration (1997-1999)

Professional Activities
American Economic Association
American Finance Association
Chartered Financial Analyst Institute
Washington Society of Investment Analysts

Testimony, Depositions, Reports and Affidavits
       Federal Court
       Patsy Chambers, et al v North American Company for Life, United States District Court for the Southern
       District of Iowa Central Division, No. 4:11-CV-00579-JAJ-CFB
                Expert Report, March 17, 2014.
       Vida F. Negrete, et al v. Allianz Life Insurance Company, United States District Court, Central District of
       California, Case No: CV 05-6838
               Declaration, November 1, 2013.
               Deposition, May 1, 2012.
               Expert Report, March 9, 2012.
               Declaration, September 15, 2011.
               Deposition, May 27, 2011.
               Supplemental Declaration, March 31, 2011
               Deposition, October 29, 2008.
               Declaration, July 25, 2008.
               Second Supplemental Declaration, September 18, 2006.
               Supplemental Declaration, July 16, 2006.
               Declaration, May 26, 2006.
       The Municipal Corporation of Bremanger, et al v Citigroup, Inc.et al. United States District Court, Southern
       District of New York, Civil Action, Civil Action No. 09-CV-7058.
               Declaration, July 13, 2012.
               Deposition, April 18, 2012.
               Rebuttal Expert Report, March 28, 2012.
               Expert Report, February 29, 2012.




                                                                                    Tab 19, p. 3 of 16
                                                                                    Pltf. Trial Exhibit 25A
                                             Page 168 of 181                        Cause No. 09-14448
                                                                                    Page 25-40 of 97
Bank of America, N.A. v JB Hanna et al. United States District Court, Western District of Arkansas,
Civil Action, Civil Action No. 10-5220
        Deposition, April 16, 2012.
        Expert Report, March 19, 2012.
In re: Federal Home Loan Mortgage Corp. (Freddie Mac) Securities Litigation, United States District Court,
Southern District of New York, Civil Action 09-MD-2072 (MGC)
         Hearing Testimony, October November December 2011.
         Rebuttal Expert Report, September 14, 2011.
         Deposition, August 2, 2011.
         Expert Report, June 30, 2011.
Susan Antilla v. L. J. Altfest & Co., Inc.,, United States District Court, District of Connecticut, No. 3:09-
CV-2128-VLB.
       Deposition, December 20, 2011
       Expert Report, August 12, 2011.
In re : International Management Associates, LLC, United States Bankruptcy Court, Northern District of Georgia,
Atlanta Division, Case No. 06-62966.
          Declaration, December 16, 2011.
          Expert Report, July 7, 2011.
Thomas Todd Martin, III et al v Wachovia Bank, NA et al, United States District Court, Northern District of
Alabama, Case No.: CV-09-902464
       Expert Report, June 17, 2011.
Corporate America Credit Union v Joseph Herbst, et al , United States District Court, Northern District of
Alabama, Case No.: CV-09-J-2126-S
        Rebuttal Expert Report, May 23, 2011.
Sierra-Sonora Enterprises, Inc. et al v Domino’s Pizza, LLC et al, United States District Court, District of
Arizona, NO. 2:10-cv-00105-JAT
         Expert Report, August 24, 2010.
Houston Police Officer’s Pension System v. State Street Bank and Trust Company and State Street Global Advisors, Inc.
United States District Court, Southern District of Texas, Houston Division, No. 08-05442-RJH
        Declaration, July 1, 2010.
        Deposition, May 10, 2010.
        Rebuttal Expert Report, March 19, 2010
        Expert Report, January 15, 2010.
Akanthos Capital Management, LLC, et al. v CompuCredit Holdings Corporation, United States District Court,
Northern District of Georgia, Atlanta Division, No. 1:10-CV-844-TCB
       Declaration, May 7, 2010.
Securities and Exchange Commission v. Kederio Ainsworth et al, United States District Court, central District of
California, Eastern Division, Civil Action No. EDCV08-1350 VAP(OPx)
          Deposition, February 2, 2010.
          Supplemental Expert Report, January 5, 2010
          Expert Report, December 11, 2009.
Florence Smith v National Western Life Insurance Company United States District Court, Middle District of
Pennsylvania, Civil Action no. 08-2119
         Expert Report, January 4, 2010.


                                                                                Tab 19, p. 4 of 16
                                                                                Pltf. Trial Exhibit 25A
                                        Page 169 of 181                         Cause No. 09-14448
                                                                                Page 25-40 of 97
City of Cedar Rapids and Cedar Rapids/Linn county Solid Waste Agency v. Wells Fargo Brokerage Services, LLC.
United States District Court, Northern District of Iowa, Cedar Rapids Division, No. ___
         Rebuttal Expert Report, December 2, 2009.
         Expert Report, September 3, 2009.
Daniel G. Schmidt, III v Wachovia Bank, N.A. United States District Court, Southern District of Texas,
Houston Division, No. 08-05442-RJH
        Deposition, February 25, 2010.
        Expert Report, October 30, 2009.
In Re Midland National Insurance Co. Annuity Sales Practices Litigation, United States District Court, Central
District of California, No. MDL No. 07-1825 CAS (MANx).
         Deposition, September 12, 2009.
         Supplemental Declaration, June 19, 2009.
         Deposition, January 8, 2008.
         Declaration, October 31, 2007.
         Deposition, July 27, 2007.
         Declaration, July 16, 2007.
         Declaration, July 2, 2007.
         Declaration, June 29, 2007.
Securities and Exchange Commission v. Biovail Corporation et al, United States District Court, Southern District
of New York, Civil Action No. 08 CIV 02979 (LAK)
          Expert Report, July 2, 2009.
CountryMark Cooperative, LLP, v Morgan Keegan & Company, Inc., United States District Court, Southern
District of Indiana, Case No: 1:08-cv-00118-RLY-JMS
         Expert Report, April 6, 2009
Amy J. Straily et al v UBS Financial services, Inc., United States District Court, District of Colorado, Case
No: 07-cv-00884-REB-KMT
        Deposition, February 22, 2009.
        Supplemental Expert Report, January 16, 2009
        Expert Report, January 16, 2009
Securities and Exchange Commission v. Competitive Technologies, et al, United States District Court, District of
Connecticut, Civil Action No. 304-CV-1331 JCH.
          Trial Testimony, October 7, 2008.
          Trial Testimony, November 15, 2007.
          Deposition, February 22, 2006.
          Expert Report, January 30, 2006.
In Re American Equity Annuity Practices and Sales Litigation, United States District Court, Central District of
California, No. MDL No. CV-05-6735-CAS (MANx).
        Deposition, July 24, 2008.
        Declaration, April 21, 2008.
In re Alstom SA Securities Litigation, United States District Court, Southern District of New York, Case
No: 03-CV-6595 (VM).
         Affidavit, January 4, 2008.
Vida F. Negrete, et al v. Fidelity and Guaranty Life Insurance Company, United States District Court, Central
District of California, Case No: CV 05-6837.
         Declaration, January 22, 2008.
         Declaration, December 26, 2007.
                                                                               Tab 19, p. 5 of 16
                                                                               Pltf. Trial Exhibit 25A
                                       Page 170 of 181                         Cause No. 09-14448
                                                                               Page 25-40 of 97
        Deposition, August 28, 2007.
        Declaration, July 23, 2007.
Youxin (Kevin) Ma et al v Merrill Lynch & Co., Inc. and Irene S. Ng, United States District Court, Southern
District of New York, Case No. 06 CV 15497.
         Expert Report, December 24, 2007.
Dale Sakai v Merrill Lynch Life Insurance Company, United States District Court, Northern District of
California, Case No: CV 06-2581.
        Deposition, December 10, 2007.
        Expert Report, October 26, 2007.
Securities and Exchange Commission v. Louis E. Rivelli, et al, United States District Court, District of
Colorado, Civ. 05-CV-1039 RPM-MJW
          Deposition, March 3, 2008.
          Expert Report, October 8, 2007.
Kevin Lamkin, et al v. UBS PaineWebber, Inc., United States District Court, Southern District of Texas, Civil
Action No. H-02-0851
        Deposition, February 28, 2007.
        Expert Report, June 1, 2006.
Carmen Migliaccio, et al. v. Midland National Life Insurance Company, United States District Court, Central
District of California, Case No: CV 05-6838.
         Deposition, February 13, 2007.
         Declaration, December 28, 2006.
Gary Yokoyama, et al. v. Midland National Life Insurance Company, United States District Court, District of
Hawaii, Case No. 05-00303 MS KSC.
        Deposition, November 20, 2006.
        Declaration, November 10, 2006.
        Declaration, May 4, 2006.
Samuel Cooper, et al v. Pacific Life Insurance Company et al, United States District Court, Southern
District of Georgia, Case No. CV 203-131
         Deposition, September 12, 2006.
         Expert Report, July 5, 2006.
United States of America v. Jamie Olis, United States District Court, Southern District of Texas,
Criminal Number H-03-217.
        Expert Report, December 23, 2005.
David Henderlight and Christine Henderlight v AmSouth Bank, United States District Court, Eastern
District of Tennessee, Knoxville Division Civil Action No: 3:02-CV-169.
         Deposition Testimony, July 7, 2005.
         Expert Report, January 18, 2005.
United States of America v. Bernard J. Ebbers United States District Court, Southern District of New
York, Docket S4 02 Cr. 1144 (BSJ).
        Expert Report June 8, 2005.
In Re: Kaiser Group International, Inc. et al., United States Bankruptcy Court for the District of
Delaware, Case Nos. 00-2263 to 00-2301 (MFW).
        Declaration, May 29, 2005.



                                                                               Tab 19, p. 6 of 16
                                                                               Pltf. Trial Exhibit 25A
                                       Page 171 of 181                         Cause No. 09-14448
                                                                               Page 25-40 of 97
United States of America v. Shawn P. McGhee United States District Court, District of Eastern
Virginia, Docket 04-495.
        Expert Report March 4, 2005.
Walnut Capital Partners et al. v Key Bank / McDonald Investments, Inc., United States District Court,
Western District of Pennsylvania, Case No. 03-CV-0284.
       Affidavit, February 14, 2005.
       Deposition Testimony, September 8, 2004.
       Supplemental Expert Report July 2, 2004
       Expert Report June 1, 2004
Securities and Exchange Commission v. David Gane et al United States District Court, Southern
District of Florida Miami Division, Civil Action No:03-61553.
          Trial Testimony, December 10, 2004.
          Deposition Testimony August 2, 2004.
          Expert Report July 20, 2004.
Simon Falic et al v Legg Mason Wood Walker, Inc., United States District Court, Southern District of
Florida, West Palm Beach Division Civil Action No. 03-80377.
         Expert Report, October 19, 2004.
Securities and Exchange Commission v. David W. Butler United States District Court, Western District
of Pennsylvania, Civil Action No. 00-1827.
          Trial Testimony September 21, 2004.
          Expert Report January 9, 2003.
          Deposition Testimony, October 26, 2001.
          Expert Report October 15, 2001.
United States of America v. Franklin C. Brown United States District Court, Middle District of
Pennsylvania CR-02-146-02.
        Trial Testimony, August 6, 2004.
        Expert Report July 19, 2004.
United States of America v. Jeffry R. Anderson United States District Court, District of Eastern
Virginia, Docket 1:03-CR-444.
        Expert Report January 2, 2004.
United States of America v. Scott H. Miller United States District Court, District of Eastern Virginia,
Docket No. 03-443-A.
        Expert Report December 3, 2003.
In re: World Access, Inc. Securities Litigation, United States District Court, Northern District of
Georgia Atlanta Division, 1:99-CV-0043-ODE.
         Rebuttal Expert Report August 8, 2003.
         Expert Report June 27, 2003.
In re: Pediatric Services of America, Inc. Securities Litigation, United States District Court, Northern
District of Georgia Atlanta Division.
          Expert Report November 19, 2001.
          Affidavit, October 13, 2000.
United States of America v. Paul F. Polishan United States District Court, Middle District of
Pennsylvania No.3: CR-96-274.
        Trial Testimony November 15, 2001.
        Expert Report November 5, 2001.

                                                                                 Tab 19, p. 7 of 16
                                                                                 Pltf. Trial Exhibit 25A
                                        Page 172 of 181                          Cause No. 09-14448
                                                                                 Page 25-40 of 97
Kantishna Mining Company, Inc. et al v. Gail Norton et al United States District Court, District of
Alaska F98-007 CV.
        Declaration, June 1, 2001.
        Expert Report and Declaration, April 17, 2001.
H. James Griggs et al v. Pace American Group, Inc., Coopers & Lybrand L.L.P., et al United States
District Court, District of Arizona.
         Trial Testimony, March 13, 2001.
         Deposition Testimony, December 4, 2000.
         Expert Report, November 14, 2000.
David Lesser, et al v Quadramed Corporation United States District Court, District of Eastern Virginia
No: 00 Civ. 606-A.
       Expert Report, September 8, 2000.
John Tenaglia and The Tenaglia Family Partnership v. A.F. Best Securities et al, United States District
Court, Southern District of Florida.
        Expert Report, March 31, 2000.
UMG Recordings, Inc. et al v. MP3.com, Inc., United States District Court, Southern District of New
York, No:00 Civ. 0472.
       Expert Report, August 8, 1999.
Jonathan Bekhor et al v. Josephthal Holdings et al, United States District Court, Southern District of
New York, No: 96 Civ. 4156.
        Deposition Testimony, September 30, 1999.
        Expert Report, August 20, 1999.
John Shane and Beth Goodman v. Tokai Bank, United States District Court, Southern District of
New York, No:96 Civ. 5187.
        Trial Testimony, October 23, 24 1997.
        Deposition Testimony, October 19, 1997.
        Expert Report, October 18, 1997.
State Court
Francis P. Maybank v BB&T Corporation, et al, State of South Carolina, County of Greenville,
Court of Common Pleas, C.A. No. 2011-CP-23-8578.
        Deposition, February 7, 2014
Robert L. McDonald v Camarind, Mogey & Fife et al, In The Court of Common Pleas of
Allegheny County, Pennsylvania, Case No. CD-11-016862.
        Expert Report, July 11, 2013.
Commonwealth v. Brett B. Weinstein, Esquire, et al. No. 239 M.D. 2006, Commonwealth v. Estate
Planning Advisors Corp, et al. No. 740 M.D. 2004, and Commonwealth v. Brett B. Weinstein,
Esquire, et al. No. 576 M.D. 2001, Commonwealth Court of Pennsylvania.
        Expert Report, April 8, 2013.
Firefighters Retirement System v Regions Bank et al, State of Louisiana, Nineteenth Judicial District
Court for the Parish of East Baton Rouge, Docket No. 56874, Division 25.
          Expert Report, November 1, 2012.
          Expert Report, July 20, 2012.



                                                                                Tab 19, p. 8 of 16
                                                                                Pltf. Trial Exhibit 25A
                                        Page 173 of 181                         Cause No. 09-14448
                                                                                Page 25-40 of 97
C. Randall Lewis, Receiver v. Steve Taylor, District Court, Denver County, Co., Case No.
2011CV2071.
       Affidavit, November 1, 2012.
       Expert Report, October 8, 2012.

In Re International Textile Group, Inc. Merger Litigation, State of South Carolina, County of
Greenville, Court of Common Pleas, C.A. No. 2009-CP-23-3346.
        Deposition, October 24, 2012.
        Supplemental Expert Report, October 19, 2012
        Supplemental Expert Report, July 27, 2012.
        Deposition Testimony, December 8, 2011.
        Expert Report, July 20, 2011.
        Deposition Testimony, May 13 and May 14, 2011
        Expert Report, April 1, 2011.
Lennar Corporation et al v Briarwood Capital, LLC et al Circuit Court, Miami-Dade County,
CACE 08-55741 CA 40
       Deposition Testimony, September 18, 2012.
       Expert Report, August 16, 2012
Susan W. Gore v Robert Gore et al Chancery Court, Delaware, C.A. No. 4237-VCN
       Rebuttal Expert Report, September 7, 2012.
       Expert Report, June 27, 2012.
Woodbridge Holdings, LLC v Prescott Group Aggressive Small Cap Master Fund et al, Circuit Court,
Broward County, CACE 09-64811.
       Trial Testimony, May 31, 2012.
       Rebuttal Report, May 23, 2011.
       Deposition Testimony, May 4, 2012.
       Rebuttal Report, April 24, 2011.
       Expert Report, April 2, 2011.
Pursuit Partners, LLC and Pursuit Management, LLC v. UBS AG Securities LLC et al, Superior
Court, Judicial District of Stamford-Norwalk at Stamford No. X05-CV-08-4013452-S
         Deposition Testimony, June 7, 2011.
         Expert Report, May 5, 2011.
Petition of Bank One Trust Company, N.A. For Instruction and Construction of Trust, District Court,
Tulsa County, State of Oklahoma, Case No. PT-2006-013
          Trial Testimony, April 19 and May 19, 2011.
          Supplemental Expert Report, November 16, 2009.
          Deposition Testimony, December 15, 2008.
          Expert Report, June 13, 2008.
BB&T Asset Management, Inc., et al v Frederick V. Martin, Virginia Circuit Court for the City of
Norfolk Case No. CL07006153-00
       Expert Report, August 15, 2008.
Ross Gampel et al v Northern Trust Bank of Florida, Circuit Court, Broward County, CACE 05-
18352 CA 31,
       Deposition Testimony, April 17, 2008.


                                                                            Tab 19, p. 9 of 16
                                                                           Pltf. Trial Exhibit 25A
                                      Page 174 of 181                      Cause No. 09-14448
                                                                           Page 25-40 of 97
Cynthia Weiss v Robert Sturman, et al In The Court of Common Pleas of Philadelphia County,
August Term, 2006 NO. 3332
        Expert Report January 23, 2008.
Salix Affiliates et al v Lattimore, Black, Morgan & Cain, P.C., Chancery Court, Tennessee Case No.
06-1500-IV
        Deposition Testimony, December 5, 2007.
        Expert Report, September 21, 2007.
Tafazzoli Family Limited, et al v. TradeStation Group, Inc. et al Circuit Court, Miami-Dade County,
CACE 03-19815 CA 40.
        Deposition Testimony, September 18, 2007.
Glenn Wall, et al v. James F. Bottoms, et al State Court of Fulton County, Georgia, Case No.
06VS091950F.
       Deposition Testimony, June 19, 2007.
Andrew A. Allen Family Limited Partnership v. TradeStation et al Circuit Court, Broward County,
CACE 03-014229.
       Trial Testimony, May 4, 2007.
       Deposition Testimony, February 20, 2007.
Remmora Investments v Robert Orr, Circuit Court of Fairfax County, VA No. 187948
       Trial Testimony, November 20, 2006.
       Deposition Testimony, October 9, 2006.
Gerardo Martin Demerutis Chaul, et al, v. Mohammed Abu-Ghazaleh, et al Circuit Court, Miami-Dade
County, CACE 02-31670 CA 32.
        Trial Testimony, November 6, 2006.
        Deposition Testimony, October 11, 2005.
        Expert Report July 15, 2005.
Calomiris v Calomiris, District of Columbia Superior Court, Civil Action No. XX-XXXXXXX
        Deposition Testimony, October 11, 2006.
Jack Holtsberg and Elaine M. Holtsberg v. Citigroup et al Circuit Court, Palm Beach County, CACE 50
2004CA000837
        Affidavit, August 28, 2006.
Majestic Enterprises v. Northern Trust Bank of Florida Circuit Court, Broward County, CACE 03-
19243.
         Deposition Testimony, July 26, 2006.
San Carlos Apache Tribe Government Employee’s 401(K) v. A. Thomas Ullmann et al, Superior Court of
Arizona, Case No. CV2005-005942.
        Supplemental Expert Report, July 24, 2006.
        Expert Report, June 30, 2006.
Patrick T. Noonan and Nancy J. Noonan v. Hackett Investment Advisors, Inc. et al, Superior Court of
Arizona, No. CV2005-010186.
         Deposition Testimony, June 21, 2006.
Stephen F. Johnston et al v Baran Group et al, Superior Court of Fulton County, State of Georgia,
Case No. 2004CV89313.
         Deposition Testimony, June 28, 2006.
         Expert Report June 9, 2006.

                                                                           Tab 19, p. 10 of 16
                                                                            Pltf. Trial Exhibit 25A
                                      Page 175 of 181                       Cause No. 09-14448
                                                                            Page 25-40 of 97
Carol Pomerantz et al v. Northern Trust Bank of Florida, et al Circuit Court, Broward County, CACE
02-015246-08,
        Deposition Testimony, October 5 and October 12, 2005.
Carney Family Irrevocable Trust of 1999 v State Street Global Advisors, et al Superior Court of
Commonwealth of Massachusetts, CIV. 03-2716 BLS 2
        Deposition Testimony, June 21, 2005.
Trust Estate of Emanuel Rosenfeld, Settlor In The Court of Common Pleas of Philadelphia County,
Orphans’ Court Division, O.C. NO. 1664 IV OF 2002
        Trial Testimony, May 3, 2005.
        Expert Report April 8, 2005.
Evi U. Chamness et al v. Northern Trust Bank of Florida, et al Circuit Court, Broward County, CACE
03-001939-12,
        Deposition Testimony, February 17 and February 18, 2005.
        Affidavit, November 19, 2004.
Ponswamy Rajalingham et al v Urecoats International, Inc. et al, Circuit Court, Broward County, CACE
02-009324,
       Deposition Testimony, March 1, 2004.
William J. Kerley v. McCullough, Sherrill LLP, et al State Court of Fulton County, State of Georgia,
Civil Action No. 02VS028870E,
        Affidavit, March 12, 2004.
        Deposition Testimony, September 11, 2003.
Plantation Sales, Inc. dba Plantation Nissan/Volvo v Northern Trust Bank of Florida, Circuit Court,
Broward County, CACE 02-006761 (05),
         Deposition Testimony, February 19, 2004.
Century Business Services v Victor C. Moore, Court of Common Pleas, Cuyahoga County, Case No.
469291,
        Trial Testimony, February 9, 2004.
        Deposition Testimony, January 19, 2004.
Michael B. Holt, as Trustee of the Mark E. Munro Charitable Remainder Unitrust, v. Merrill Lynch Trust
Co., et al Superior Court of New Jersey, Docket # ESX-L-6713-02
          Deposition Testimony, January 15, 2004.
          Expert Report, September 8, 2003.
Jack E. Forbes v. A.G. Edwards, et al Circuit Court of Monongalia County, State of West Virginia,
Civil Action No. 01-C-325
        Trial Testimony, December 11, 2003.
        Deposition Testimony, September 30, 2003.
In re: Thompsons vs. Glenmede Trust Company, Court of Common Pleas Philadelphia County,
Pennsylvania February Term 2002, 004428
         Expert Report, August 25, 2003.
In re: Moutsatsos vs. Glenmede Trust Company, Court of Common Pleas Philadelphia County,
Pennsylvania May Term 2001, 003659
         Expert Report, July 7, 2003.
Nancy J. Needham et al v. Advanced Communications et al Circuit Court of Florida, Fifteenth Judicial
Circuit, Case No.: 00-0067-CA-HDH
         Affidavit, May 15, 2003.
                                                                             Tab 19, p. 11 of 16
                                                                               Pltf. Trial Exhibit 25A
                                       Page 176 of 181                         Cause No. 09-14448
                                                                               Page 25-40 of 97
JDN Realty et al v. McCullough, Sherrill LLP, et al Superior Court of the State of Georgia, Civil
Action No. 01-CV-39193,
       Deposition Testimony, April 8, 2003.
Dezendorf v Riggs Bank, District of Columbia Superior Court, Civil Action No. 00502-01
         Deposition Testimony, April 24, 2002.
Ratcliff Family Charitable Remainder Trust et al v. Appletree Capital Management et al Circuit Court of
Collier County, Florida Case No.: 00-0067-CA-HDH
          Affidavit, August 22, 2001.
Mahvash Sabet v. Olde Discount Corporation et al, Superior Court of Arizona
       Affidavit, July 31, 2001.
       Trial Testimony, April 24 and April 25, 2001.
       Deposition Testimony, January 22 and January 23, 2001.
       Supplemental Expert Report, October 11, 2000.
       Expert Report, August 31, 2000.
       Affidavit, February 17, 2000.
Pierce v van Beuren, Circuit Court of Rappahannock County, VA
          Trial Testimony, January 24, 2001.
Jason A. Forge et al v. National Semiconductor Corp. et al, Superior Court of the State of California,
County of Santa Clara CV 770082
        Deposition Testimony, May 18, 2000.

International
In the Matter of Jowdat Waheed and Bruce Walter, before the Ontario Securities Commission
        Expert Report, December 24, 2012.
In the Matter of Biovail Corporation et al, before the Ontario Securities Commission
        Trial Testimony, April 9, 2009.
        Expert Report, February 27, 2009.

AAA and JAMS Arbitrations
Randal Golden v Genspring, AAA Arbitration
       Expert Report, November 1, 2013.
Richard Golden v Genspring, AAA Arbitration
        Trial Testimony, June 6, 2012.
        Rebuttal Expert Report, May 21, 2012.
        Expert Report, April 6, 2012.
St. Anthony Foundation vs. SCM Advisors, LLC AAA Arbitration
        Trial Testimony, March 8, 2011.
Stephen Tigerman v Heller Capital Resources, Inc. et al JAMS Arbitration
        Trial Testimony, February 9, 2011.
        Deposition, January 6, 2011.
Peter Fusco v Fisher Investments, Inc. AAA Arbitration,
        Trial Testimony, September 16, 2010.
Elliott C. Levinthal al v. First Republic Securities Company LLC et al AAA Arbitration
         Trial Testimony, April 7, 2010.
                                                                             Tab 19, p. 12 of 16
                                                                               Pltf. Trial Exhibit 25A
                                       Page 177 of 181                         Cause No. 09-14448
                                                                               Page 25-40 of 97
Matthew Schoenberg et al v Wells Fargo Bank, N.A. et al AAA Arbitration
       Trial Testimony, January 11, 2010.
       Deposition, January 5, 2010.
       Expert Report, December 11, 2009.
Robert Tandler et al v. First Republic Securities Company LLC et al AAA Arbitration
        Trial Testimony, August 25, 2009.
CRG Partners, Inc. et al v Genesis Technology Group, AAA Arbitration
      Trial Testimony, December 4 and December 23, 2008.
      Deposition Testimony, November 26, 2008 and December 19, 2008.
      Supplemental Expert Report, December 18, 2008.
      Expert Report, November 24, 2008.
Anthony Ostlund & Baer, P.A. et al v Vigilant Investors L.P. et al. AAA Arbitration
       Trial Testimony, October 30, 2008.
Dominion Terminal Associates v. CSX Transportation, Inc., AAA Arbitration
       Deposition Testimony, June 23, 2006.
       Expert Report, May 17, 2006.
       Declaration, February 9, 2006.
Bradley Markham and John Truchanowicz v Black Box Inc., AAA Arbitration
        Trial Testimony, June 4, 2002.
        Expert Report, May 22, 2002.
Douglas Millar et al v Merrill Lynch, et al JAMS Arbitration.
        Trial Testimony, May 9, 2002
        Supplemental Expert Report, April 10, 2002.
        Expert Report, March 23, 2002.
Raymond H. Stanton II and Raymond H. Stanton III v. Cendant Corporation, AAA Arbitration,
       Trial Testimony, October 16 and 18, 2000.
       Expert Report, February 9, 2000.

NASD, NYSE and FINRA Arbitrations
Dr. McCann has testified before more than 250 NASD, NYSE, and FINRA arbitrations.

Miscellaneous Testimony
In the Matter of Focus Capital and Nicolas Rowe. Respondent. State of New Hampshire, Secretary of
State, Bureau of Securities Regulation
        Expert Report, December 7, 2012.
In the Matter of: UBS Financial Services, Inc. Respondent. State of New Hampshire, Secretary of
State, Bureau of Securities Regulation
        Expert Report, February 17, 2011.
South Beach Securities Inc. before the National Securities Clearing Corporation,
        Hearing Testimony February 9, 2000.
        Expert Report January 31, 2000.
Report on The Adequacy of the SIPC Fund to the Board of Directors of Securities Investor
Protection Corporation, April 22, 1998.

                                                                          Tab 19, p. 13 of 16
                                                                           Pltf. Trial Exhibit 25A
                                      Page 178 of 181                      Cause No. 09-14448
                                                                           Page 25-40 of 97
       Before the Subcommittee on Securities of the Senate Banking Housing and Urban Affairs
       Committee, “How (and Why) Companies Should Value Their Employee Stock Options” Senate
       Hearings No. 103-359, October 21, 1993.

Publications and Working Papers (available at www.slcg.com)
“A Primer on Non-Traded REITs and Other Alternative Real Estate Investments” with Tim Husson
       and Carmen Taveras, forthcoming Alternative Investment Analyst Review, 2014.
“Dual Directional Structured Products” with Geng Deng, Tim Dulaney and Tim Husson, 2014.
       forthcoming Journal of Derivatives and Hedge Funds.
“Efficient Valuation of Equity-Indexed Annuities Under Levy Processes Using Fourier-Cosine Series”
        with Geng Deng, Tim Dulaney and Mike Yan, 2014, submitted.
“Structured Certificates of Deposit: Introduction and Valuation”, with Geng Deng, Tim Dulaney and
        Tim Husson, 2013, forthcoming Financial Services Review.
“Ex-post Structured Product Returns: Index Methodology and Analysis” with Geng Deng, Tim
       Dulaney, Tim Husson and Mike Yan, 2014, forthcoming Journal of Index Investing.
“Valuation of Structured Products” with Geng Deng and Tim Husson, 2014, Journal of Alternative
        Investments Spring 2014, Vol. 16, No. 4: pp. 71–87
"Modeling a Risk-Based Criterion for a Portfolio with Options” with Geng Deng and Tim Dulaney,
       2014, forthcoming Journal of Risk.
“Valuation of Reverse Convertibles in the Variance Gamma Economy” with Geng Deng and Tim
        Dulaney, 2014, forthcoming Journal of Derivatives and Hedge Funds.
“Structured Product Based Variable Annuities” with Geng Deng, Tim Dulaney and Tim Husson, 2014,
        forthcoming Journal of Retirement.
“Crooked Volatility Smiles: Evidence from Leveraged and Inverse ETF Options” with Geng Deng, Tim
       Dulaney and Mike Yan, 2014, forthcoming Journal of Derivatives and Hedge Funds.
“Private Placement Real Estate Valuation” with Timothy Husson, Edward O’Neil and Carmen Taveras,
        2014, forthcoming Journal of Business Valuation and Economic Loss Analysis.
“Robust Portfolio Optimization with Value-at-Risk Adjusted Sharpe Ratios,” 2013 with Geng Deng,
       Tim Dulaney and Olivia Wang forthcoming Journal of Asset Management.
“The Fall of Willow” with Geng Deng, 2014.
“Using EMMA to Assess Municipal Bond Markups” with Geng Deng, 2013.
“Municipal Bond Markups” with Geng Deng, 2013, submitted.
“Optimizing Portfolio Liquidation Under Risk-Based Margin Requirements” with Geng Deng and Tim
      Dulaney, Journal of Finance and Investment Analysis, vol. 2, no. 1, 2013, 121-153.
“The Priority Senior Secured Income Fund,” with Tim Dulaney and Tim Husson, 2013.
“Large Sample Valuations of Tenancies-in-Common” with Timothy Husson, Edward O’Neil and
        Carmen Taveras, 2013.
“What is a TIC Worth?” with Tim Husson and Carmen Taveras, 2013.
“The Rise and Fall of Apple-linked Structured Products” with Geng Deng, Tim Dulaney and Mike Yan,
       2013.

                                                                            Tab 19, p. 14 of 16
                                                                             Pltf. Trial Exhibit 25A
                                           Page 179 of 181                   Cause No. 09-14448
                                                                             Page 25-40 of 97
“Are VIX Futures ETPs Effective Hedges?” with Geng Deng and Olivia Wang, 2012, Journal of Index
       Investing, 3(3):35-48, Winter 2012.
“The Properties of Short Term Investing in Leveraged ETFs” with Geng Deng, Journal of Financial
       Transformation.
“Leveraged Municipal Bond Arbitrage: What Went Wrong?” with Geng Deng, 2012, Journal of Alternative
       Investments, Spring 2012, Vol. 14, No. 4: pp. 69–78.
“Isolating the Effect of Day-Count Conventions on the Market Value of Interest Rate Swaps” with
         Geng Deng, Tim Dulaney and Tim Husson, 2012.
“CLOs, Warehousing, and Banc of America’s Undisclosed Losses” with Tim Husson and Olivia Wang,
      2012.
“Using Monte-Carlo Simulation Techniques to Value Partial Interests in Trusts and Assess the Prudent
       Investor Standard” with Geng Deng and Tim Husson, 2012.
“Rethinking the Comparable Companies Valuation Method” with Paul Godek, Dan Simundza and
       Carmen Taveras, 2011.
“The Anatomy of Principal Protected Absolute Return Barrier Notes” with Geng Deng, Ilan Guedj and
      Joshua Mallett, 2011, Journal of Derivatives, Winter 2011, Vol. 19, No. 2: pp. 61-70.
“Modeling Autocallable Structured Products” with Geng Deng and Joshua Mallett, 2011, Journal of
       Derivatives & Hedge Funds 17, 326–340.
“What Does a Mutual Fund’s Term Tell Investors?” with Geng Deng and Edward O’Neal, Journal of
      Investing Summer 2011 vol. 20.
“The VXX ETN and Volatility Exposure” with Tim Husson, 2011.
“Futures-Based Commodities ETFs” with Ilan Guedj and Guohua Li, Journal of Index Investing, Summer
       2011 vol. 2, no. 1.
“What Does a Mutual Fund’s Average Credit Quality Tell Investors?” with Geng Deng and Edward
      O’Neal, Journal of Investing Winter 2010 vol. 19, no. 4.
“Leveraged ETFs, Holding Periods and Investment Shortfalls” with Ilan Guedj and Guohua Li, 2010,
       Journal of Index Investing Winter 2010 vol. 1, no. 3.
“Charles Schwab YieldPlus” with Geng Deng, and Edward O’Neal, 2010.
“What TiVo and JP Morgan teach us about Reverse Convertibles”, with Geng Deng, Edward O’Neal,
       and Guohua Li, 2010.
“The Risks of Preferred Stock Portfolios,” with Guohua Li and Edward O’Neal, 2010.
“Auction Rate Securities” with Edward O’Neal, 2010.
“Structured Products in the Aftermath of Lehman Brothers” with Geng Deng and Guohua Li, 2009.
“Oppenheimer Champion Income Fund” with Geng Deng and Joshua Mallett, 2009.
“Regions Morgan Keegan and the Abuse of Structured Finance”, 2009.
“An Economic Analysis of Equity-Indexed Annuities”, 2008.
“A CMO Primer: The Law of Conservation of Structured Securities Risk”, 2007.
“Are Structured Products Suitable for Retail Investors?” with Dengpan Luo, 2006.
“An Overview of Equity-Indexed Annuities” with Dengpan Luo, 2006.
                                                                            Tab 19, p. 15 of 16
                                                                             Pltf. Trial Exhibit 25A
                                           Page 180 of 181                   Cause No. 09-14448
                                                                             Page 25-40 of 97
“Annuities” with Kaye A. Thomas, 2005.
“Optimal Exercise of Employee Stock Options and Securities Arbitrations” with Kaye A. Thomas, 2005.
“Concentrated Investments, Uncompensated Risk and Hedging Strategies” with Dengpan Luo, , 2004.
“The Use of Leveraged Investments to Diversify a Concentrated Position” with Dengpan Luo, Securities
      Arbitration 2004 Handbook PLI.
“Detecting Personal Trading Abuses”, 2003.
“Churning Revisited: Trading Costs and Control” with Dengpan Luo, Securities Arbitration 2003 Handbook
       PLI.
“The Suitability of Exercise and Hold,” with Dengpan Luo, Securities Arbitration 2002 Handbook, PLI.
“Spreads, Markups, Sales Credits and Trading Costs,” with Richard Himelrick, Esq.
“The Prudent Investor Rule, Uniform Prudent Investor Act and Financial Theory,” 2000.
“Economic Analysis in Broker Customer Disputes Involving Allegations of Churning,” Journal of Legal
      Economics 9:1 Spring/Summer 1999.
“A Comment on Accelerated Trading Models Used in Securities Class Action Lawsuits,” with David
      Hsu, Journal of Legal Economics 8:3 Winter 1998-1999.
“How (and Why) Companies Should Value Their Employee Stock Options,” Journal of Applied Corporate
      Finance Summer 1994, Volume 7 number 2, page 91.
“Perspectives: Taking Account of Stock Options,” Harvard Business Review January-February 1994,
       Volume 72 number 1, page 27.
“Golden Parachutes: A Theoretical and Empirical Investigation,” unpublished Ph.D. dissertation,
      UCLA, 1989.
Presentations at Conferences and Colloquia
        Dr. McCann has been invited to speak on prudent investment management practices, financial
        analysis in securities arbitrations, securities class action lawsuits and antitrust litigation on more
        than 50 continuing legal education panels around the country.
                                                                                                 May 14, 2014




                                                                                    Tab 19, p. 16 of 16
                                                                                     Pltf. Trial Exhibit 25A
                                               Page 181 of 181                       Cause No. 09-14448
                                                                                     Page 25-40 of 97
