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                     F FINANCIAL CRISIS INQUIRY COMMISSION REPORTINANCIAL CRISIS INQUIRY COMMISSION REPORT

         triple-A rating made those products appropriate investments. Rating agency fees
                                                       
         were typically between , and , for CDOs. For most deals, at least
         two rating agencies would provide ratings and receive those fees—although the views
         tended to be in sync.
           The CDO investors, like investors in mortgage-backed securities, focused on dif-
         ferent tranches based on their preference for risk and return. CDO underwriters such
         as Citigroup, Merrill Lynch, and UBS often retained the super-senior triple-A
         tranches for reasons we will see later. They also sold them to commercial paper pro-
         grams that invested in CDOs and other highly rated assets. Hedge funds often
         bought the equity tranches. 
           Eventually, other CDOs became the most important class of investor for the mez-
         zanine tranches of CDOs. By , CDO underwriters were selling most of the mez-
         zanine tranches—including those rated A—and, especially, those rated BBB, the
         lowest and riskiest investment-grade rating—to other CDO managers, to be pack-
                           
         aged into other CDOs. It was common for CDOs to be structured with  or 
         of their cash invested in other CDOs; CDOs with as much as  to  of their
         cash invested in other CDOs were typically known as “CDOs squared.”
           Finally, the issuers of over-the-counter derivatives called credit default swaps,
         most notably AIG, played a central role by issuing swaps to investors in CDO
         tranches, promising to reimburse them for any losses on the tranches in exchange for
         a stream of premium-like payments. This credit default swap protection made the
         CDOs much more attractive to potential investors because they appeared to be virtu-
         ally risk free, but it created huge exposures for the credit default swap issuers if signif-
         icant losses did occur.
           Profit from the creation of CDOs, as is customary on Wall Street, was reflected in
         employee bonuses. And, as demand for all types of financial products soared during
         the liquidity boom at the beginning of the st century, pretax profit for the five
         largest investment banks doubled between  and , from  billion to 
         billion; total compensation at these investment banks for their employees across the
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         world rose from  billion to  billion. A part of the growth could be credited to
         mortgage-backed securities, CDOs, and various derivatives, and thus employees in
         those areas could be expected to be compensated accordingly. “Credit derivatives
         traders as well as mortgage and asset-backed securities salespeople should especially
         enjoy bonus season,” a firm that compiles compensation figures for investment banks
         reported in . 
           To see in more detail how the CDO pipeline worked, we revisit our illustrative
         Citigroup mortgage-backed security, CMLTI -NC. Earlier, we described how
         most of the below-triple-A bonds issued in this deal went into CDOs. One such CDO
         was Kleros Real Estate Funding III, which was underwritten by UBS, a Swiss bank. 
         The CDO manager was Strategos Capital Management, a subsidiary of Cohen &
         Company; that investment company was headed by Chris Ricciardi, who had earlier
                               
         built Merrill’s CDO business. Kleros III, launched in , purchased and held .
         million in securities from the A-rated M tranche of Citigroup’s security, along with
          junior tranches of other mortgage-backed securities. In total, it owned  mil-
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