Collateralized Mortgage Obligations (CMOs) sometimes referred to as Real Estate Mortgage Investment Conduits (REMICs), are one of few innovative investment methods available in today's investment world. CMOs offer relative safety, regular payments and notable yield advantages over other better known fixed-income securities of comparable credit quality.

A wide variety of CMO securities with different cash flow and expected maturity characteristics have been designed to meet specific investment objectives. While CMOs offer advantages to investors, they also carry certain risks which will be further explained in this document. To determine if CMOs fit within your investment portfolio, you should first understand the distinctive features of these securities.

CMOs were first introduced in 1983. The Tax Reform Act of 1986 allowed CMOs to be issues in the form of REMICs, creating certain tax and accounting advantages for issuers and for certain large institutional and foreign investors. Today, almost all CMOs are issued in REMIC form. Remember that throughout this CMO explanation, REMICs and CMOs are interchangeable.

THE BUILDING BLOCKS OF CMOS When a CMO is created, it begins with a mortgage loan extended by a financial institution (such as a savings and loan, commercial bank or mortgage company) to finance a borrower's home or other real estate. The homeowner usually pays the mortgage loan in monthly installments composed of both interest and "principal". Over the duration of the mortgage loan, the interest component of payments in the early years gradually declines as the principal component increases.

To obtain funds to generate more loans, lenders either "pool" groups of loans with similar characteristics to create securities or sell the loans to issuers of mortgage securities. The securities most commonly created from pools of mortgage loans are "mortgage pass-through securities" (MBS) or "participation certificates" (PCs). MBS represent a direct ownership interest in a pool of mortgage loans. As the homeowners whose loans are in the pool make their mortgage loan payments, the money is distributed on a pro rata basis to the holders of the securities.

Several factors can affect the homeowners' payments. Typically, the homeowner will "prepay" the mortgage loan by selling the property, refinancing the mortgage or otherwise paying off the loan in part or whole. Most mortgage pass-through securities are based on fixed-rate mortgage loans with an original maturity of 30 years, but experience shows that most of these mortgage loans will be paid off much earlier.

While the creation of MBS greatly increased the secondary market for mortgage loans by pooling them and selling interests in the pool, the structure of such securities has inherent limitations. MBSs only appeal to investors with a certain investment horizon - on average, 10-12 years.

CMOs were developed to offer investors a wider range of investment time frames and greater cash-flow certainty than had previously been available with MBS. The CMO issuer assembles a package of these MBS and uses them as collateral for a multiclass security offering. The different classes of securities in a CMO offering are known as tranches, from the French word for slice. The CMO structure enables the issuer to direct the principal and interest cash flow generated by the collateral to the different tranches in a prescribed manner, as defined in the offering's prospectus, to meet different investment objectives.

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