Connecticut Avenue Securities Investor Presentation
Swaps Analysis
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CAS REMIC structure allows transaction to be created in a manner that does not involve swaps
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For the first CAS REMIC deal, CAS 2018-R07, Fannie received an opinion letter from Eversheds Southerland (US) LLP regarding
its swaps analysis. Fannie Mae will receive similar opinion letters for each subsequent issuance
Eversheds concluded that the transactions between Fannie Mae and the CAS REMIC Trust are not security-based swaps since
they are based on a reference pool of mortgages
Eversheds concluded that the both the Capital Contribution Agreement (CCA) and the Collateral Administration Agreement
(CAA) between Fannie and CAS REMIC Trust are commercial transactions and therefore should not be treated as swaps
The sources of payments on the Notes consist of: (i) investment earnings and liquidation proceeds of short-term, liquid
investments held in the Cash Collateral Account; (ii) amounts received in respect of REMIC interests issued by separate
REMIC trusts previously established by Fannie Mae and assigned by Fannie Mae to the Issuer; and (iii) additional capital
contributions made by Fannie Mae pursuant to the CCA and the CAA, each as further described in the 2019-R05 term sheet
Eversheds determined that both the CCA and the CAA should be considered as commercial transactions, supported by the
following facts:
Fannie Mae's and the Trust's payment obligations are not severable from the transaction
No OTC trading (or similar) market exists for the obligations under the CCA and CAA
Fannie's contribution of the IO securities from the Q-REMIC have been sized specifically to satisfy all payments under the
CAA and are contributed to the Trust for tax (REMIC and REIT eligibility) and securitization structuring purposes
For further details/analysis, refer to the CAS REMIC overview on pages 61-64 and the Good REIT Income slides on pages
69-72
The CCA and CAA lack various other characteristics that are common in swap transactions, such as:
Is not documented like a swap
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Does not possess the characteristics of a swap (no exchange of payments, no netting, no credit exposure)
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O 2021 Fannie Mae.View entire presentation