Fitch Rates $996.5MM Merrill Lynch Mortgage Investors P-T Ctfs, MLCC 2004-F.

NEW YORK -- Fitch rates Merrill Lynch Mortgage Investors, Inc. (MLMI), $996.5 million mortgage pass-through certificates, series MLCC 2004-F as follows:

-- $969 million class A-1A, A-1B, A-2, A-R, X-A, and the privately offered classes X-B (senior certificates) 'AAA';

-- $10.5 million class B-1 certificates 'AA';

-- $8 million class B-2 certificates 'A+';

-- $4.5 million class B-3 certificates 'BBB';

-- $2.5 million privately offered class B-4 certificates 'BB+';

-- $2 million privately offered class B-5 certificates are rated 'B+'.

The 'AAA' rating on the senior certificates reflects the 3.1% subordination provided by the 1.05% class B-1, the 0.80% class B-2, the 0.45% class B-3, the 0.25% privately offered class B-4, the 0.20% privately offered class B-5, and the 0.35% privately offered class B-6 (which is not rated by Fitch) certificates. Classes B-1, B-2, B-3, B-4, and B-5 are rated 'AA', 'A+', 'BBB', 'BB+', and 'B+' based on their respective subordination.

Fitch believes the above credit enhancement will be adequate to cover credit losses. In addition, the ratings also reflect the quality of the underlying mortgage collateral, strength of the legal and financial structures, and the primary servicing capabilities of Cendant Mortgage Corporation, which is rated 'RPS1' by Fitch.

Generally, with certain limited exceptions, distributions to the class A-1 and A-R certificates (and to the component of the class X-A certificates related to pool 1) will be solely derived from collections on the pool 1 mortgage loans and distributions to the class A-2 certificates (and to the component of the class X-A certificates related to pool 2) will be solely derived from collections on the pool 2 mortgage loans. Aggregate collections from both pools of mortgage loans will be available to make distributions on the class X-B and B certificates. When a pool experiences rapid prepayments or disproportionately high realized losses, principal and interest collections from one pool may be applied to pay principal or interest, or both, to the senior certificates of the other pool.

The aggregate trust consists of 2,831 conventional, fully amortizing, primarily 25-year adjustable-rate mortgage loans secured by first liens on one- to four-family residential properties with an aggregate principal balance of $1,000,012,589 as of the cut-off date (Nov. 1, 2004). Group 1 consists of 2,379 loans with an aggregate principal balance of $ 850,008,202 as of the cut-off date. Each of the mortgage loans are indexed off the one-month LIBOR or six-month LIBOR, and all of the loans pay interest only for a period of 10 years following the origination of the mortgage loan. The average unpaid principal balance as of the cut-off-date is $ 357,296. The weighted average original loan-to-value ratio (OLTV) is 70.7%. The weighted average effective LTV is 66.28%. The weighted average FICO is 735. Cash-out refinance loans represent 39.49% of the loan pool. The three states that represent the largest portion of the mortgage loans are California (19.93%), Florida (18.53%), and New York (8.41%).

Group 2 consists of 452 loans with an aggregate principal balance of $150,004,387 as of the cut-off date. Each of the mortgage loans are indexed off the six-month LIBOR, and all of the loans pay interest only for a period of 10 years following the origination of the mortgage loan. The average unpaid principal balance as of the cut-off-date is $331,868. The weighted average OLTV is 72.23%. The weighted average effective LTV is 68.36%. The weighted average FICO is 732. Cash-out refinance loans represent 42.75% of the loan pool. The three states that represent the largest portion of the mortgage loans are California (21.91%), Florida (17.76%), and New York (6.11%).

All of the mortgage loans were either originated by Merrill Lynch Credit Corporation (MLCC) pursuant to a private label relationship with Cendant Mortgage Corporation or acquired by MLCC in the course of its correspondent lending activities and underwritten in accordance with MLCC underwriting guidelines. Any mortgage loan with an OLTV in excess of 80% is required to have a primary mortgage insurance policy. 'Additional collateral loans' included in the trust are secured by a security interest in the borrower's assets, which does not exceed 30% of the loan amount. Ambac Assurance Corporation provides a limited purpose surety bond that covers any losses in proceeds realized from the liquidation of the additional collateral.

None of the mortgage loans are 'high cost' loans as defined under any local, state, or federal laws. For additional information on Fitch's rating criteria regarding predatory lending legislation, see the press release 'Fitch Revises Rating Criteria in Wake of Predatory Lending Legislation,' dated May 1, 2003, available on the Fitch Ratings web site at www.fitchratings.com.

MLMI, the depositor, will assign all its interest in the mortgage loans to the trustee for the benefit of certificate-holders. For federal income tax purposes, an election will be made to treat the trust fund as multiple real estate mortgage investment conduits (REMICs). Wells Fargo Bank Minnesota, National Association will act as trustee.