Ginnie Mae Multiclass Securities Program Documents

GINNIE MAE MULTICLASS SECURITIES PROGRAM

Government National Mortgage Association

GINNIE MAE®

MULTICLASS SECURITIES GUIDE

Part IV: Ginnie Mae Multifamily Transactions:
Multifamily Transaction Documents

April 1, 2008

GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

MULTICLASS SECURITIES GUIDE

(April 1, 2008 Edition)

Page
PART I: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:

GUIDELINES AND SELECTED TRANSACTION DOCUMENTS

A.

INTRODUCTION TO THE GINNIE MAE MULTICLASS SECURITIES PROGRAM .......................... I-1

B.

TRANSACTION GUIDELINES FOR THE GINNIE MAE MULTICLASS SECURITIES PROGRAM

C.

1.

General Overview .......................................................................................................................... I-2

2.

Transaction Information Web-Based Application - e-Access........................................................ I-3

3.

Ginnie Mae Multiclass Securities Program Conventions............................................................... I-4

4.

Ginnie Mae Multiclass Securities Transaction Participants........................................................... I-5

5.

Trust Counsel’s Responsibilities.................................................................................................... I-6

6.

Post-Closing Matters with respect to Ginnie Mae Multiclass Securities Transactions .................. I-7

GINNIE MAE REMIC AND MX TRANSACTION DOCUMENTS
1.

Form of Transaction Initiation Letter (with attached Financial Advisor Checklist for

Sponsor) for REMIC and MX Transactions .................................................................................. I-8

2.

Sponsor Agreement for REMIC and MX Transactions
a.

Form of Sponsor Agreement for REMIC and MX Transactions ..................................... I-9

b.

Standard Sponsor Provisions for REMIC and MX Transactions (including Supplemental

Statement, Sponsor Certification and Accountants’ Certification) ................................ I-10

3.

Base Offering Circular for Single Family REMIC and MX Transactions ................................... I-11

4.

Form of Offering Circular Supplement for Single Family REMIC and MX Transactions .......... I-12

5.

Form of Transfer Affidavit for REMIC Transactions .................................................................. I-13

6.

Form of Guaranty Agreement for Single Family REMIC and MX Transactions ........................ I-14

7.

Accountants’ Agreed-Upon Procedures Reports for Single Family REMIC and MX
Transactions
a.

Form of Accountants’ Agreed-Upon Procedures Report for Single Family REMIC and

MX transactions concerning the Offering Circular........................................................ I-15

(i)

b.

8.
E.

Accountants’ Agreed-Upon Procedures Report for Single Family REMIC and MX

Transactions as of Closing Date .................................................................................... I-16

Form of Closing Flow of Funds Instruction Letter for REMIC and MX Transactions................ I-17

GLOSSARY............................................................................................................................................... I-18

PART II: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:

ADDITIONAL SELECTED TRANSACTION DOCUMENTS

A.

INTRODUCTION.......................................................................................................................................II-1

B.

CLOSING CHECKLIST AND TABLE OF CONTENTS FOR REMIC TRANSACTIONS ....................II-2

C.

TRUST AGREEMENTS FOR REMIC TRANSACTIONS

D.

E.

F.

1.

Form of Trust Agreement for REMIC Trusts (including Form of Waiver Agreement)................II-3

2.

REMIC Standard Trust Provisions................................................................................................II-4

3.

Form of MX Trust Agreement ......................................................................................................II-5

4.

MX Standard Trust Provisions......................................................................................................II-6

TRANSFER OF GINNIE MAE CERTIFICATES AND CREATION OF REMIC SECURITIES
1.

Form of Trustee’s Receipt and Safekeeping Agreement for REMIC Transactions ......................II-7

2.

Form of Issuance Statement for REMIC and MX Transactions ...................................................II-8

LEGAL OPINIONS for REMIC and MX Transactions
1.

Form of Transaction Opinion of Trust Counsel for REMIC and MX Transactions......................II-9

2.

Form of Opinion of Sponsor for REMIC and MX Transactions.................................................II-10

3.

Form of Tax Opinions of Trust Counsel for REMIC and MX Transactions
a.

Single REMIC ..............................................................................................................II-11

b.

Double REMIC: One Residual Security .......................................................................II-12

c.

Double REMIC: Two Residual Securities ....................................................................II-13

d.

MX (Grantor) Trust ......................................................................................................II-14

4.

Form of Opinion of Trustee’s Counsel for REMIC and MX Transactions.................................II-15

5.

Opinion of HUD General Counsel..............................................................................................II-16

GINNIE MAE REMIC TRUST ADMINISTRATION AND TAX REPORTING...................................II-17

(ii)

PART III: GINNIE MAE PLATINUM SECURITIES TRANSACTIONS

PART IV: GINNIE MAE MULTIFAMILY TRANSACTIONS:

MULTIFAMILY TRANSACTION DOCUMENTS*

A.

GENERAL OVERVIEW: MULTIFAMILY TRANSACTIONS ............................................................. IV-1

B.

GINNIE MAE MULTIFAMILY TRANSACTION DOCUMENTS........................................................ IV-2

1.

Form of Offering Circular Supplement for Multifamily Transactions........................................ IV-3

4.

Multifamily Base Offering Circular............................................................................................ IV-4

5.

Form of Guaranty Agreement for Multifamily Transactions ...................................................... IV-5

6.

Accountants’ Agreed-Upon Procedures Reports for Multifamily Transactions
a.
Form of Accountants’ Agreed-Upon Procedures Report concerning the Offering Circular

for Multifamily Transactions ...................................................................................................... IV-6

b.

Agreed-Upon Procedures Report as of Closing Date for Multifamily Transactions .... IV-7

* For multifamily transactions, additional transaction documents found in Parts I and II of the Multiclass
Securities Guide must be delivered, including the Transaction Initiation Letter, Sponsor Agreement, Transfer
Affidavit, Closing Flow of Funds Instruction Letter, Supplemental Statement, if applicable, REMIC Trust
Agreement, MX Trust Agreement, if applicable, Trustee’s Receipt and Safekeeping Agreement and the Issuance
Statement. In addition, opinions of counsel found in Part II of the Multiclass Securities Guide must be delivered,
including the Transaction Opinion, Sponsor Opinion, relevant Tax Opinions, Trustee’s Opinion and Opinion of
HUD General Counsel.

PART V: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:

CALLABLE SECURITIES

A.

GENERAL OVERVIEW: CALLABLE TRANSACTIONS .....................................................................V-1

B.

GINNIE MAE CALLABLE TRANSACTION DOCUMENTS
1.

Form of Offering Circular for Callable Securities ........................................................................V-2

2.

Form of Trust Agreement for Callable Trusts...............................................................................V-3

3.

Standard Trust Provisions for Callable Trusts ..............................................................................V-4

4.

Form of Sponsor Agreement for Callable Trusts ..........................................................................V-5

5.

Standard Sponsor Provisions for Callable Trusts..........................................................................V-6

6.

Form of Ginnie Mae Callable Securities Guaranty Agreement ....................................................V-7

7.

Form of Transaction Initiation Letter for Callable Securities .......................................................V-8

(iii)

8.

Form of Accountant’s Agreed-Upon Procedures Report Concerning the Offering Circular

for Callable Securities...................................................................................................................V-9

9.

Form of Trustee’s Receipt and Safekeeping Agreement for Callable Securities ........................V-10

10.

Form of Issuance Statement for Callable Securities ...................................................................V-11

11.

Form of Transaction Opinion of Trust Counsel for Callable Securities......................................V-12

12.

Form of Tax Opinion of Trust Counsel for Callable Securities ..................................................V-13

13.

Form of Opinion of Sponsor for Callable Securities...................................................................V-14

14.

Form of Opinion of Trustee’s Counsel for Callable Securities ...................................................V-15

15.

Form of Accountants’ Agreed-Upon Procedures Report as of the Closing Date for

Callable Securities.......................................................................................................................V-16

16.

Form of Closing Flow of Funds Instruction Letter for Callable Securities.................................V-17

17.

Form of Closing Checklist and Table of Contents for Callable Securities..................................V-18

PART VI: GINNIE MAE MULTICLASS SECURITIES TRANSACTIONS:

STRIPPED MORTGAGE-BACKED SECURITIES (“SMBS”)

A.

GENERAL OVERVIEW: SMBS TRANSACTIONS ............................................................................. VI-1

B.

GINNIE MAE SMBS TRANSACTION DOCUMENTS
1.

Pricing Checklist for SMBS Transactions .................................................................................. VI-2

2.

Standard Sponsor Provisions for SMBS Transactions ................................................................ VI-3

3.

Form of Sponsor Agreement for SMBS Transactions ................................................................ VI-4

4.

Base Offering Circular for SMBS Transactions.......................................................................... VI-5

5.

Form of Offering Circular Supplement for SMBS Transactions ................................................ VI-6

6.

Form of Accountants’ Agreed-Upon Procedures Report concerning the Offering Circular

for SMBS Transactions............................................................................................................................VI-7

7.

Form of Guaranty Agreement for SMBS Transactions............................................................... VI-8

8.

Form of Issuance Statement for SMBS Transactions.................................................................. VI-9

9.

Form of Trustee’s Receipt and Safekeeping Agreement for SMBS Transactions .................... VI-10

10.

Form of Closing Flow of Funds Letter for SMBS Transactions ............................................... VI-11

11.

Form of Trust Agreement for SMBS Transactions ................................................................... VI-12

12.

Standard Trust Provisions for Ginnie Mae SMBS Trusts ......................................................... VI-13

(iv)

13.

Form of Form of Transaction Opinion of Trust Counsel for SMBS Transactions.................... VI-14

14.

Form of Opinion of Sponsor for SMBS Transactions............................................................... VI-15

15.

Form of Tax Opinion of Trust Counsel for SMBS Transactions .............................................. VI-16

16.

Form of Opinion of Trustee’s Counsel for SMBS Transactions ............................................... VI-17

17.

Form of Accountants’ Agreed-Upon Procedures Report as of Closing Date for SMBS

Transactions .............................................................................................................................. VI-18

(v)

GENERAL OVERVIEW: MULTIFAMILY TRANSACTIONS
The following description is intended to provide Participants with a general overview of
the operation and timing requirements of a typical Ginnie Mae Multiclass Securities offering in
which all of the Trust Assets are either Ginnie Mae Multifamily Certificates or Underlying
Certificates whose Trust Assets are Ginnie Mae Multifamily Certificates. Unless otherwise
indicated, definitions of capitalized terms are found in the glossary to the Ginnie Mae Multiclass
Securities Guide (the “Guide”) currently in effect.
Key Monthly Transaction Dates
Key monthly transaction dates for the Ginnie Mae Multiclass Securities Program (not
including securities issued pursuant to the Ginnie Mae Platinum Guide) are available on Ginnie
Mae’s website at www.ginniemae.gov two months prior to the month in which the transaction
closes. Such dates include the Final Structure Date, the Print Date, the Pool Information Date,
the Pool Wire Date and the Closing Date.
Initiating a Transaction
A Sponsor interested in sponsoring a Ginnie Mae Multiclass Securities offering initially
should contact Ginnie Mae by telephone at the following office:
Ginnie Mae
Vice President
Capital Markets Division
550 12th Street, SW, Third Floor
Washington, DC 20024
Telephone: (202) 401-8970
Facsimile: (202) 485-0220
In the initial telephone inquiry, the potential Sponsor should be prepared to provide
Ginnie Mae with information and to respond to Ginnie Mae’s inquiries regarding the proposed
transaction. Following the initial telephone inquiry with the potential Sponsor, Ginnie Mae may
confer with the Financial Advisor and the Legal Advisors regarding the terms of the proposed
transaction and Ginnie Mae will consider whether the proposed transaction complies with the
provisions of the Guide. If a Sponsor intends to propose a structure for which the Sponsor is
uncertain as to its compliance with the Guide, the Sponsor should inquire with Ginnie Mae at
least one month prior to the Final Structure Date of the month when the Sponsor expects to close
such transaction. Ginnie Mae reserves the right to disapprove a proposed transaction if Ginnie
Mae, in its sole and absolute discretion, considers such proposed transaction to be noncompliant
with the Guide. If Ginnie Mae determines that the proposed transaction complies with the
provisions of the Guide, Ginnie Mae will open and designate a transaction number for the
proposed transaction.

No later than the Final Structure Date, the Financial Advisor will call the Sponsor
regarding the final deal structure. At a minimum, the potential Sponsor will be expected to
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provide the Financial Advisor with the information requested in the Ginnie Mae Financial
Advisor Pricing Checklist for Sponsor (the “Checklist”), a copy of which is attached to the Form
of Transaction Initiation Letter in the Guide. In particular, the potential Sponsor may be required
to provide the Financial Advisor with (i) the identity of each Ginnie Mae Multifamily Certificate
or Underlying Certificate that the Sponsor proposes to convey to the related trust, (ii) the list of
proposed participants in the transaction and (iii) with respect to each Ginnie Mae Multifamily
Certificate, the information requested in the Checklist. The Sponsor must either own each
Ginnie Mae Multifamily Certificate or Underlying Certificate that it proposes to convey to the
related trust or have the right to acquire such certificate prior to the Pool Information Date.
The Sponsor is solely responsible for paying (a) the fees and expenses of Trust Counsel
and the Accountants and (b) the costs of composing and printing the Offering Circular
Supplement. Ginnie Mae expects the Sponsor to pay these fees and expenses on or before the
Closing Date unless the Sponsor has made other arrangements satisfactory to the payee.
Transaction Initiation Letter
After Ginnie Mae designates a transaction number for the proposed transaction and the
Financial Advisor sends the pricing checklist, Ginnie Mae will execute and deliver to the
Sponsor a Transaction Initiation Letter (in the form provided in the Guide). An authorized
officer of the Sponsor will execute the Transaction Initiation Letter and return it to Ginnie Mae
within two business days attaching the following documents: (a) the proposed Securities
Structure, (b) a Trust Asset list that describes the type(s) of Trust Assets to be included in the
related Trust and affirm that any Underlying Certificates included in the Trust will evidence,
indirectly or directly, Ginnie Mae Certificates, (c) in the case of Underlying Certificates
evidencing interests in Freddie Mac or Fannie Mae Certificates, a reference sheet or terms sheet
(as applicable) from the related Underlying Certificate Disclosure Document and (d) a Checklist
completed by the Financial Advisor based on the Sponsor’s responses.
Upon receipt of the fully-executed Transaction Initiation Letter, Ginnie Mae will provide
a copy of the letter to the Financial Advisor.
Announcement on e-Access
The Financial Advisor will post an Announcement on e-Access within two Business
Days after the Final Structure Date. As soon as possible thereafter, the Sponsor will provide the
Trust Counsel with the information necessary to create a working group list for the transaction,
and the Trust Counsel will distribute the working group list.
Final Securities Structure
No later than the Final Structure Date for the transaction, the Sponsor will provide a copy
of the Securities Structure (including but not limited to paydown rules, accrual rules, Structuring
Ranges and notional rules), and furnish copies of the Underlying Certificate Disclosure
Documents for any Underlying Certificates (that evidence interests in Freddie Mac or Fannie
Mae Securities) to be included in the Trust, to the Accountants, Trust Counsel, the Financial
Advisor, the applicable Legal Advisor and Ginnie Mae. In addition, the Sponsor will provide the
Scheduled Principal Balances, if any, to the Financial Advisor and the Accountants.
IV-1-2

The Sponsor is required to perform calculations that will be included in the Offering
Circular Supplement using the actual Ginnie Mae Multifamily Certificates that the Sponsor
proposes to convey to the related Trust. For any Ginnie Mae Multifamily Certificate to be
conveyed to a Trust, the Sponsor should promptly, but no later than the Final Structure Date,
deliver to the Accountants the related prospectus, copies of the loan files for the related
Mortgage Loans and any additional information that the Sponsor has with respect to the
characteristics of that Ginnie Mae Multifamily Certificate that are required to be identified in the
Checklist. The Accountants will promptly, but no later than the Final Structure Date, verify the
characteristics of the Ginnie Mae Multifamily Certificates.
As soon as possible, and in any event within two Business Days following the release in
the proposed month of closing of the 7th Business Day tape for Ginnie Mae Multifamily
Certificates, the Sponsor must use such tape to calculate the outstanding principal balances of the
Ginnie Mae Multifamily Certificates proposed to be used as collateral in the transaction. If a 7th
Business Day tape is not available for a Ginnie Mae Multifamily Certificate, the Sponsor is
required to call the related issuer to ascertain the outstanding principal balance. The Sponsor
should also determine the status of each Mortgage Loan underlying a Ginnie Mae Multifamily
Certificate for the month of the proposed closing.
The Sponsor will provide the Accountants with the information regarding the Ginnie Mae
Multifamily Certificates that it obtains from the 7th Business Day tape and the issuers and the
information that it has compiled about the underlying Mortgage Loans. The Accountants will
verify (a) the outstanding principal balance of each Ginnie Mae Multifamily Certificate against
the 7th Business Day tape and any information provided by the issuers and (b) the current status
of the Mortgage Loans.
When the characteristics of the Ginnie Mae Multifamily Certificates have been verified,
the Accountants and the Financial Advisor will recalculate the weighted average life tables, the
decrement tables and the REMIC disclosures by using those verified characteristics to create the
“7th Business Day draft” of the Offering Circular Supplement (described below).
Offering Circular
After the Securities Structure for a transaction is final, an Offering Circular Supplement,
will be drafted by Trust Counsel. The Accountants will supply a first draft of the terms
regarding the Securities Structure to be included in the Terms Sheet, in the offering document
and, if applicable, in the Schedules. The Sponsor will request and obtain CUSIP Numbers issued
by Standard and Poor’s CUSIP Bureau and will forward them electronically to Trust Counsel,
the Financial Advisor and the applicable Legal Advisor. The Sponsor will also prepare and
finalize an OID prices letter, as required by the Sponsor Agreement. Exhibit A details certain
information regarding individual loans or pools to be included in multifamily transactions. The
Sponsor will provide Exhibit A and Updated Exhibits A for any Underlying Certificates, if any,
to the Financial Advisor and the Accountants. The Financial Advisor will submit information to
the printer including the Final Distribution Date, decrement tables, Weighted Average Life
tables, detailed loan or pool information to be included in Exhibit A and in the Updated Exhibits
A for the Underlying Certificates, if any, and yield tables. Trust Counsel will submit to the
printer the tabular information regarding Underlying Certificates to be included as Exhibit B to

IV-1-3

the Offering Circular Supplement. Trust Counsel will draft the Offering Circular Supplement
unless otherwise determined by Ginnie Mae in its sole and absolute discretion. Throughout the
drafting process, Trust Counsel will collect comments from the parties and maintain a “master”
of the Offering Circular Supplement. The Legal Advisors are responsible for implementing any
changes to the Multifamily Base Offering Circular.
On the Pool Information Date, the Sponsor will finalize the pool or pools of Ginnie Mae
Multifamily Certificates to be transferred to the Trust and will provide electronically to the
Trustee and the Accountants a list of the final Ginnie Mae Multifamily Certificates included in
the Trust. No addition of a Ginnie Mae Multifamily Certificate will be permitted after the Final
Structure Date and a previously listed Ginnie Mae Multifamily Certificate may be eliminated
only for the following reasons:
(a)

Full or partial prepayment of a Ginnie Mae Multifamily Certificate; or

(b)

Determination that a Mortgage Loan underlying a Ginnie Mae Multifamily
Certificate is delinquent.

The Accountants will compare the list provided on the Final Structure Date to the list
provided on the Pool Information Date. Unless documentation exists to verify that proposed
changes are attributable to the reasons described above, no change will be permitted that varies
from the list provided by the Sponsor on the Final Structure Date.
In addition, with respect to all proposed transactions, the Sponsor should send the
Accountants, Trust Counsel, the applicable Legal Advisor and the Financial Advisor a copy of
their analysis of the Weighted Average Life calculations of each Class comparing the results
obtained using Ginnie Mae Multifamily Certificate principal balances derived using the 7th
Business Day tape with the results obtained using the Ginnie Mae Multifamily Certificate
principal balances derived using the 15th Business Day tape. The Accountants will analyze the
Ginnie Mae Multifamily Certificates and compare their characteristics to the characteristics
described in the Base Offering Circular and the “7th Business Day draft” of the Offering Circular
Supplement, confirming the attributes listed and recomputing the Sponsor’s Weighted Average
Life calculations. Trust Counsel will advise the printer of any changes that should be made in
the description of the Ginnie Mae Multifamily Certificates that is included in the “7th Business
Day draft” of the Offering Circular Supplement.
Before the final Offering Circular Supplement is printed, the Accountants must provide
an agreed-upon procedures report (in the form provided in the Guide). The Accountants will
circulate drafts of this letter for comment. In addition, Ginnie Mae will receive written advice
from the Financial Advisor.
As a condition to the printing of the Offering Circular Supplement, Ginnie Mae and the
Sponsor will execute a Sponsor Agreement (in the form provided in the Guide), which
incorporates by reference the Standard Sponsor Provisions. The Sponsor Agreement will
designate the Closing Date for the transaction and the conditions to the closing. In the Sponsor
Agreement, the Sponsor agrees, among other things, to establish the related Trust and to transfer
the Ginnie Mae Multifamily Certificates and any Underlying Certificates to the Trust in

IV-1-4

consideration of the Ginnie Mae Securities. The Sponsor also agrees to pay the Ginnie Mae
Guaranty Fee on the Closing Date. By execution of the Sponsor Agreement, Ginnie Mae agrees
to guarantee the Ginnie Mae Securities issued by the related Trust or Trusts.
Trust Counsel will create and distribute a draft of the Sponsor Agreement several days
before the Offering Circular Supplement is printed. Trust Counsel will collect the Sponsor’s
signature on the Sponsor Agreement and hold that signature in escrow pending the Sponsor’s
final approval of the Offering Circular Supplement. The Legal Advisor will obtain Ginnie Mae’s
signature on the Sponsor Agreement and will hold it in escrow pending receipt of a final
accountants’ agreed upon procedures report concerning the Offering Circular, written advice to
Ginnie Mae from the Financial Advisor and final agreement to the Offering Circular Supplement
by the applicable Legal Advisor, the Financial Advisor, Trust Counsel, the Sponsor and Ginnie
Mae. After these conditions are met and Trust Counsel has submitted the Sponsor’s signature to
Ginnie Mae and the applicable Legal Advisor, the Legal Advisor will send Ginnie Mae’s
signature to Trust Counsel. Trust Counsel may then notify the printer to print the final Offering
Circular Supplement.
Once the Offering Circular Supplement is printed, the printer will send electronically the
entire Offering Circular Supplement, to the Information Agent for posting on e-Access.
Additionally, the Financial Advisor will post second announcements on e-Access for deals that
have been modified since originally structured.
Drafting and Review of Closing Documents
As soon as possible after the Print Date, the transaction parties will prepare and distribute
drafts of the following closing documents (the “Closing Documents”) for which they are
responsible, each marked against the forms of such documents in the Guide. All Closing
Documents should be drafted in compliance with the forms of such documents in the Guide. The
Closing Documents should be distributed to the Sponsor, Ginnie Mae, HUD OGC, the applicable
Legal Advisor, Trust Counsel, the Trustee, Trustee’s counsel, the Accountants and the Financial
Advisor for comment.
Trust Counsel will prepare and distribute drafts of the Trust Agreements, the Trustee’s
Receipt and Safekeeping Agreement, the Closing Flow of Funds Instruction Letter, the Issuance
Statement, the form of Security for Certificated Securities, the Transaction Opinion, the REMIC
and, if applicable, MX tax opinions and the Waiver Agreement (for deals involving Construction
Loan Certificates). A Waiver Agreement is executed by the record holder or contracted security
purchaser, as applicable, of the Ginnie Mae Construction Loan Certificates, irrevocably waiving
the right of the Trustee and each future holder of any such Ginnie Mae Construction Loan
Certificate to withhold its consent to extensions of the applicable Maturity Date of such Ginnie
Mae Construction Loan Certificate, for a period that, in the aggregate, may not exceed the term
of the underlying Mortgage Loan insured by FHA.
Trust Counsel will distribute the Trustee’s Receipt and Safekeeping Agreement, dated as
of the Pool Wire Date, at least one Business Day before the Pool Wire Date. Trust Counsel will
follow-up with all interested parties to assure that the transfer of the Ginnie Mae Multifamily
Certificates and any Underlying Certificates can take place on the Pool Wire Date.

IV-1-5

Trust Counsel will also distribute drafts of the Certificated Securities and the Issuance
Statement no later than the Pool Wire Date. In addition, Trust Counsel will prepare a Transfer
Affidavit (using the form attached as an exhibit to the Standard Trust Provisions) and arrange for
its execution (with four originals) by the initial purchaser of each Residual Security and for
delivery of the executed document no later than pre-closing. The Sponsor, or an affiliate of the
Sponsor, must sign a Transfer Affidavit even though it is permissible to transfer a Residual
Security to a third party on the Closing Date if the third party also signs a Transfer Affidavit.
The Sponsor, or the Trust Counsel on its behalf, will prepare and distribute drafts
of the Sponsor’s opinion, if applicable. Trustee’s counsel will prepare and distribute drafts of
their opinion. The Accountants will prepare and distribute drafts of their closing agreed-upon
procedures report. The applicable Legal Advisor will prepare and distribute a draft of the
Guaranty Agreement to Trust Counsel and Ginnie Mae. The Financial Advisor will prepare and
distribute drafts of their written advice to Ginnie Mae and the applicable Legal Advisor.
Pool Information Date
On the Pool Information Date, the Sponsor will finalize the pool or pools of Trust Assets
to be transferred to the Trust and will provide a list electronically of the final Trust Assets to the
Trustee. In addition, no later than the Pool Information Date, the Sponsor will deliver or cause to
be delivered to the Information Agent, one copy of the Underlying Certificate Disclosure
Document for each Underlying Certificate that evidences an interest in Freddie Mac or Fannie
Mae Securities included in the Trust, if any.
Pool Wire Date
On the Pool Wire Date, the Sponsor will transfer the Ginnie Mae Multifamily Certificates
to the Trustee Limited Purpose Account at the Book-Entry Depository or the Trust Asset
Depository Account, as applicable. Sponsors are reminded to communicate with repo lenders
well in advance of the Pool Wire Date to assure expeditious transfer of the Ginnie Mae
Multifamily Certificates. In connection with this transfer, the Trustee will execute a Trustee’s
Receipt and Safekeeping Agreement prepared and distributed by Trust Counsel, dated as of the
Pool Wire Date. The Trustee will attach to the Trustee’s Receipt and Safekeeping Agreement
the list of Ginnie Mae Multifamily Certificates obtained via e-Access from the Accountants. If
the Trustee discovers any errors on the schedule, the Trustee may correct the errors by hand as
long as the Trustee sends the corrections to the Sponsor, the Accountants and the Financial
Advisor.
The Sponsor will provide registration instructions for the Certificated Securities to Trust
Counsel and the Trustee no later than the Pool Wire Date. Trust Counsel will use these
instructions to create the Securities, and the Trustee will use the instructions for purposes of
making the first distribution.
Pre-closing
Pre-closing will occur on the Business Day before the Closing Date. Ginnie Mae expects
all issues to be resolved and all Closing Documents to be finalized by the close of business on
the day of the pre-closing. All Closing Documents will be executed and delivered to Trust
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Counsel by pre-closing, who will hold the Closing Documents in escrow until closing. The
parties will execute four copies of each Closing Document. All opinions are to be dated the
Closing Date.
A Supplemental Statement and a letter to Ginnie Mae confirming the related investor’s
decision regarding the affected securities, in substantially the forms attached as Exhibits 3 and 4
to the Standard Sponsor Provisions in the Guide, will be required if the actual characteristics of
the Trust Assets are such that there is a material change in the investment characteristics of any
Class as described in the applicable Offering Circular Supplement or there is a 10% or greater
change in the projected Weighted Average Life (“WAL”) of any Class at the pricing prepayment
speed or for a short-duration bond (a bond with a WAL of two years or less), if there is a
difference of three months or more in the WAL. Trust Counsel is responsible for drafting and
distributing to the transaction parties a Supplement Statement as soon as possible upon discovery
of the change or variance necessitating the Supplemental Statement. The Financial Advisor will
post the final agreed upon Supplemental Statement on Ginnie Mae’s Internet Web-site as soon as
possible after it is finalized.
The Trustee will follow the Ginnie Mae Multiclass Securities Operational Guidelines, as
amended from time to time, to issue the Book-Entry Securities. The Sponsor and Trustee will
confer and agree on the method of delivery for the Certificated Securities. Trust Counsel will
print each Certificated Security on safety paper.
The Closing Flow of Funds Instruction Letter prepared by Trust Counsel will be signed
by the Sponsor and delivered to the Trustee.
The applicable Legal Advisor will provide the final Guaranty Agreement for Ginnie
Mae’s signature. After receiving advice from the applicable Legal Advisor and Financial
Advisor, Ginnie Mae will execute the Guaranty Agreement and deliver it in escrow to Trust
Counsel.
Closing
By the Closing Date, Trust Counsel will distribute copies of final, fully executed versions
of the Closing Documents and of the Sponsor Agreement to Ginnie Mae and the applicable
Legal Advisor.
On the Closing Date, the Sponsor will establish the Trust and transfer the Trust Assets to
the Trust pursuant to the applicable Trust Agreement. The Trustee will submit the Ginnie Mae
Guaranty Fee to Ginnie Mae. To submit payments directly to Ginnie Mae’s Office of Finance,
the Trustee must access the pay.gov website and follow the online instructions. For additional
assistance, please contact Ginnie Mae’s Treasurer Division by phone at 202-401-2064
x4968/4936 or by fax at 202-485-0222. Pay.gov allows Trustees to make payments via
Automated Clearing House (ACH) via the internet. The pay.gov site is available 24 hours a day,
7 days a week (holidays included) for Trustees to submit payments; however, ACH payment
processing follows the Federal Reserve holiday schedule.

IV-1-7

The Trustee will issue the Book-Entry Securities from the Trustee Issuer Account at the
Book-Entry Depository (where the Book-Entry Depository will have posted the Book-Entry
Securities pending settlement) to the Sponsor’s Security Account maintained at the Book-Entry
Depository. In addition, the Trustee will authenticate and deliver all Certificated Securities at the
closing pursuant to instructions provided by the Sponsor.
All transactions will be deemed to have taken place simultaneously, and no delivery or
payment made at the closing will be considered to have been finally made until all action taken
at the closing is completed.
The Financial Advisor will post the Supplemental Statement, if any, and the REMIC
Relay File.
Post-Closing
Within thirty days of the Closing Date, Trust Counsel will prepare and distribute to
certain participants a bound record volume containing copies of all Closing Documents. In
addition, to the extent requested, Trust Counsel will provide an electronic copy of the record
volume. Trust Counsel will distribute originals of the Closing Documents to Ginnie Mae.
Additional copies may be ordered by participants by advance notice to Trust Counsel at the
expense of the person ordering the copies.
Procedures applicable to certain requests for amendment of the Trust Agreement and MX
Trust Agreement, if any, are set out in the Guide in the document entitled “Ginnie Mae
Multiclass Securities Program — Post-Closing Matters with respect to Ginnie Mae Multiclass
Securities Transactions.”

IV-1-8

GINNIE MAE MULTIFAMILY TRANSACTION DOCUMENTS

Most of the forms of transaction documents for Ginnie Mae Multifamily transactions are
found in Part I and Part II of this Guide. Part I of this Guide includes the Glossary, Standard
Sponsor Provisions and the forms of Transaction Initiation Letter, Sponsor Agreement, Transfer
Affidavit and Closing Flow of Funds Letter for REMIC transactions. Part II of this Guide
includes the REMIC Standard Trust Provisions, MX Standard Trust Provisions and the forms of
Closing Checklist, REMIC Trust Agreement, MX Trust Agreement, Trustee’s Receipt and
Safekeeping Agreement, Issuance Statement, Transaction Opinion, Sponsor’s Opinion, Tax
Opinions, Trustee’s Counsel’s Opinion and Opinion of HUD General Counsel for REMIC
transactions. These documents apply to all REMIC transactions, regardless of whether the
transaction is a single family or multifamily transaction.

IV-2-1

FORM OF OFFERING CIRCULAR SUPPLEMENT

FOR MULTIFAMILY TRANSACTIONS

IV-3-0

Offering Circular Supplement

(To Multifamily Base Offering Circular dated [

], 20[ ]])

$[

]

Government National Mortgage Association
GINNIE MAE®
Guaranteed Multifamily REMIC Pass-Through Securities [and MX Securities]
Ginnie Mae REMIC Trust 20[ ] - [ ]
The Securities
The Trust will issue the Classes of Securities
listed on the front cover of this offering
circular supplement.
The Ginnie Mae Guaranty
Ginne Mae will guarantee the timely
payment of principal and interest on the
securities. The Ginnie Mae Guaranty is
backed by the full faith and credit of the
United States of America. Ginnie Mae does
not guarantee the payment of any
prepayment penalties.
The Trust and its Assets
The Trust will own [(1)] [the Ginnie Mae
Multifamily Certificates described on
Exhibit A] [and] [(2)] [a] [certain previously
issued multifamily certificate[s] ].

Class of
REMIC Securities

Original
Principal
Balance(2)

Interest Principal
Rate
Type(3)

Interest
Type(3)

CUSIP
Number

Final
Distribution
Date(4)

[Security Group 1]
A....................................... $
B.......................................
IO(1).................................
[Security Group 2]…………..
C........................................
D................................…...
[Security Group
3]
E.......................................
Residual
[R][RR]...............................

%
[(5)]

0

0.0

NPR

NPR

(1)
(2)

[These Securities may be exchanged for MX Securities described in Schedule I.]
Subject to increase as described under “Increase in Size” in this Supplement. [The amount shown for [the] [each]
Notional Class (indicated by “NTL” under Principal Type) is its original Class Notional Balance and does not
represent principal that will be paid.]
(3) As defined under “Class Types” in Appendix I to the Multifamily Base Offering Circular. [The type of Class
with which the Class Notional Balance of [the] [each] Notional Class will be reduced is indicated in
parentheses.]
(4) See “Yield, Maturity and Prepayment Considerations— Final Distribution Date” in this Supplement.
(5) See “Terms Sheet — Interest Rates” in this Supplement.

The securities may not be suitable investments for you. You should consider carefully the
risks of investing in them.
See "Risk Factors" beginning on page S-[ ] which highlights some of these risks.
The Sponsor[,] [and] [the Co-Sponsor] [and the Co-Manager] will offer the securities from time to time in
negotiated transactions at varying prices. We expect the closing date to be [
], 20[ ] .
You should read the Base Offering Circular for Guaranteed Multifamily REMIC Pass-Through Securities, Chapter
31 [and Chapter 32] of the Ginnie Mae Mortgage-Backed Securities Guide 5500.3, as amended, and this
Supplement.
The securities are exempt from registration under the Securities Act of 1933 and are “exempted securities” under
the Securities Exchange Act of 1934.

[SPONSOR]

[CO-MANAGER]

[CO-SPONSOR]
IV-3-1

The date of this Offering Circular Supplement is [

], 20[ ].

IV-3-2

AVAILABLE INFORMATION
You should purchase the securities only if you have read and understood the following
documents:
• this Offering Circular Supplement (this “Supplement”)[,] [and]
• the Base Offering Circular for the Guaranteed Multifamily REMIC Pass-Through
Securities dated as of [
] (hereinafter referred to as the “Multifamily Base
Offering Circular”)[,] [and]
• Chapter 31 [and Chapter 32] of the Ginnie Mae Mortgage-Backed Securities Guide
5500.3, as amended (the “MBS Guide”)[.] [and]
• [in the case of the Group [ ] [and Group [ ]] Securities, the disclosure document[s]
relating to the Underlying Certificate[s] (the “Underlying Certificate Disclosure
Document[s]”).]
The Multifamily Base Offering Circular[,] [and] [the MBS Guide] [and the Underlying
Certificate Disclosure Documents] [are] [is] available on Ginnie Mae’s website located at
http://www.ginniemae.gov.
If you do not have access to the internet, call The Bank of New York, which will act as
information agent for the Trust, at (800) 234-GNMA, to order copies of the Multifamily Base
Offering Circular and the MBS Guide.
In addition, you can obtain copies of the disclosure documents related to the Ginnie Mae
Multifamily Certificates by contacting The Bank of New York at the telephone number listed
above.
Please consult the standard abbreviations of Class Types included in the Multifamily
Base Offering Circular as Appendix I and the Glossary included in the Multifamily Base
Offering Circular as Appendix II for definitions of capitalized terms.
_______________________
TABLE OF CONTENTS
Page

Page
Terms Sheet .................................................5
Risk Factors ...............................................11
[The Ginnie Mae Multifamily
Certificates] [The Trust Assets] .........17
Ginnie Mae Guaranty.................................26
Description of the Securities......................26
Yield, Maturity and Prepayment
Considerations ....................................32
Certain Federal Income Tax
Consequences .....................................45
ERISA Matters...........................................48
Legal Investment Considerations...............48

Plan of Distribution....................................49

Increase in Size ..........................................49

Legal Matters .............................................49

[Schedule I: Available Combinations . S-I-1]

[Schedule II:
Scheduled Principal

Balances ........................................S-II-1]

Exhibit A................................................. A-1

[Exhibit B: Underlying Certificate[s] ......B-1
Exhibit C:
Cover Page[s], Terms
Sheet[s] and Exhibit[s] A from the

Underlying Certificate Disclosure

Documents .........................................C-1

S-3

IV-3-3

Exhibit D: Updated Exhibit[s] A ......... D-1]

S-4

IV-3-4

TERMS SHEET
This terms sheet contains selected information for quick reference only. You should read
this Supplement, particularly “Risk Factors,” and each of the other documents listed under
“Available Information.”
Sponsor: [

]

[Co-Sponsor:

]

[Co-Manager:

]

Trustee: [

]

Tax Administrator: The Trustee
Closing Date: [

], 20[

]

Distribution Date: The 16th day of each month or, if the 16th day is not a Business Day, the
first Business Day thereafter, commencing in [
] 20[ ].
[Security Groups: This series of Securities consists of multiple Security Groups (each a
“Group”), as shown on the front cover of this Supplement [and on Schedule I to this
Supplement]. [Except in the case of [the] [certain] MX Class[es] in Groups [ ] and [ ],]
Payments on each Group will be based solely on payments on the Trust Asset Group with the
same numerical designation.]
Composition of the Trust Assets:
[The Ginnie Mae Multifamily Certificates will consist of:] [For the Group [1] Securities, the
Trust Assets consist of Ginnie Mae Multifamily Certificates which will include:]
[(i)[ ] fixed rate Ginnie Mae Project Loan Certificates, which have an aggregate balance of
approximately $[
] as of the Cut-off Date ][and]
[(ii)[
] fixed rate Ginnie Mae Construction Loan Certificates, which have an aggregate
balance of approximately $[
] as of the Cut-off Date.]
[For the Group [ ] Securities, the Trust Assets consist of [an] Underlying Certificate[s]. The
aggregate [principal] [notional] balance of the Group [ ] Trust Assets is $[
] as of the Cut-Off
Date. Certain information regarding the Underlying Certificate[s] is set forth in Exhibits B and
C to this Supplement. Certain information regarding the Ginnie Mae Multifamily Certificates
and the related Mortgage Loans underlying the Underlying Certificate[s] (the “Group [ ]
Underlying Certificate Trust Assets”) is set forth in the [respective] updated Exhibits A for [each
of] the Underlying Certificate[s] (the “Updated Exhibits A”) in Exhibit D to this Supplement.]
Certain Characteristics of the Ginnie Mae Multifamily Certificates and the Related
Mortgage Loans Underlying the [Group [ ]] Trust Assets[(1)]:
The Ginnie Mae Multifamily Certificates and the related Mortgage Loans [underlying the [Group
[ ]] Trust Assets] will have the following characteristics, aggregated on the basis of the
applicable FHA insurance program [or Section 538 Guarantee Program]:
[Group [ ] Trust Assets] [(1)]

S-5

IV-3-5

FHA
Insurance
Program/
Section 538
Guarantee
Program

Principal
Balance

Number
of
Trust
Assets

Percent
of
Total
Balance

Weighted
Average
Mortgage
Interest
Rate

Weighted
Average
Certificate
Rate

Weighted
Average
Original
Term to
Maturity
(2)[(3)]
(in months)

Weighted
Average
Remaining
Term to
Maturity(2)
(in months)

Weighted
Average
Period
from
Issuance(2)
(in months)

Weighted
Average
Remaining
Lockout
Period
(in months)

Weighted
Average
Total
Remaining
Lockout and
Prepayment
Penalty
Period
(in months)

Total/Weighted
Average

(1) As of [ ], 20[ ] (the “Cut-off Date”)[;includes Ginnie Mae Multifamily Certificates added to pay the Trustee
Fee.] [Does not include Ginnie Mae Multifamily Certificates that will be added to pay the Trustee Fee.] Some
of the columns may not foot due to rounding.
(2) [Based on the assumption that each Ginnie Mae Construction Loan Certificate will convert to a Ginnie Mae
Project Loan Certificate.]
(3) [Based on the issue date of the related Ginnie Mae Multifamily Certificate.]

The information contained in this chart has been collected and summarized by the Sponsor [and
the Co-Manager] based on publicly available information, including the disclosure documents
for the Ginnie Mae Multifamily Certificates. See “The Ginnie Mae Multifamily Certificates—
The Mortgage Loans” and Exhibit A to this Supplement. [See Exhibits B, C and D to this
Supplement for certain information regarding the characteristics of the Mortgage Loans
included in the Underlying Trust[s in Security Group [ ]]].
Lockout Periods and Prepayment Penalties: [For Security Group [ ],] [Certain of the] [The]
Mortgage Loans prohibit voluntary prepayments during specified lockout periods with remaining
terms that range from [ ] to [ ] months. The [Group [ ]] Mortgage Loans have a weighted
average remaining lockout period of approximately [
] months. [For Security Group [ ],
certain of the Mortgage Loans prohibit voluntary prepayments during specified lockout periods
with remaining terms that range from [ ] to [ ] months. See the Updated Exhibits A in Exhibit D
for additional information with respect to remaining lockout periods.] Certain of the Mortgage
Loans provide for payment of Prepayment Penalties during specified periods beginning on the
applicable lockout period end date or, if no lockout period applies, the applicable Issue Date.
See “The Ginnie Mae Multifamily Certificates — Certain Additional Characteristics of the
Mortgage Loans” and “Characteristics of the Ginnie Mae Multifamily Certificates and the
Related Mortgage Loans” [, in the case of the Group [ ] Securities,] in Exhibit A to this
Supplement [and, in the case of the Group [ ] Securities, in the Updated Exhibits A in Exhibit D
to this Supplement]. Prepayment Penalties received by the Trust will be allocated as described in
this Supplement.
Issuance of Securities: The Securities, other than the Residual Securities, will initially be issued
in book-entry form through the book-entry system of the U.S. Federal Reserve Banks (the
“Fedwire Book-Entry System”). The Residual Securities will be issued in fully registered,
certificated form. See “Description of the Securities — Form of Securities” in this Supplement.
[Modification and Exchange: If you own exchangeable Securities, you will be able, upon
notice and payment of an exchange fee, to exchange them for a proportionate interest in the
related Securities shown on Schedule I to this Supplement. See “Description of the Securities—
Modification and Exchange” in this Supplement.]

S-6

IV-3-6

Increased Minimum Denomination Class[es]: [None] [Each Class that constitutes a[n]
[Principal Only][,] [Interest Only] [or] [[Interest Only] Inverse Floating Rate] Class.] [Class
[ ].] See “Description of the Securities—Form of Securities” in this Supplement.
Interest Rates: [The Interest Rate[s] [for the Fixed Rate Class[es]] [for Class [ ]] [is] [are]
shown on the front cover of this Supplement [or on Schedule I to this Supplement].]
[The Variable Rate Class[es] will bear interest at per annum rates specified on the front cover of
[or described in] this Supplement.]
[The [Floating Rate] [and] [Inverse Floating Rate] Class[es] will bear interest at per annum rates
based on [one-month LIBOR] (hereinafter referred to as “LIBOR”) as follows:

Class

Interest Rate
Formula[(1)]

Initial
Interest
Rate([2])

Minimum
Rate

Maximum
Rate

Delay
(in days)

LIBOR
for Minimum
Interest Rate

(1) [LIBOR will be established on the basis of the [BBA LIBOR] [LIBO] method, as described under “Description
of the Securities—Interest Distributions—[Floating Rate] [and] [Inverse Floating Rate] Class[es]” in this
Supplement.]
(2) [The initial Interest Rate will be in effect during the [first Accrual Period]; the Interest Rate will adjust
[monthly] thereafter.]

[The Weighted Average Coupon Class[es] will bear interest at [a] per annum Interest Rate[s]
based on [either] the Weighted Average Certificate Rate of the [Group [ ]] Ginnie Mae
Multifamily Certificates (“[Group [ ]] WACR”) [or the weighted average of the interest rates of
the Underlying Group [ ] Certificates [weighted based on the notional balance of [each] [the]
Underlying Certificate] (Group [ ] WACR”)] as follows:
[Class [ ] will bear interest during each Accrual Period at a per annum rate equal to the lesser
of WACR and [ ]%.]
[Class [ ] will bear interest during each Accural Period at a per annum rate equal to the lesser of
[ ]% and [Group] [ ] WACR.]
Class [ ] will bear interest during each Accrual Period at a per annum rate equal to WACR less
the weighted average of the applicable Interest Rate for Classes [
], [
] and [ ] for that
Accrual Period, weighted based on the Class Principal Balance of each such Class for the related
Distribution Date (before giving effect to any payments on such Distribution Date).
[The Weighted Average Coupon] Classes [[ ] and [ ]] will bear interest during the initial Accrual
Period at the following approximate Interest Rates:
Approximate
Initial Interest Rate

Class

.............................................................................
.............................................................................

%

]
[Allocation of Principal: On each Distribution Date, a percentage of the Principal Distribution
Amount will be applied to the Trustee Fee, and the remainder of the Principal Distribution

S-7

IV-3-7

Amount (the “Adjusted Principal Distribution Amount”) and the [[
Amount[s] will be allocated in the following order of priority:]

] and [

]] Accrual

[Allocation of Principal: On each Distribution Date, the following distributions will be made to
the related Securities:
[ SECURITY GROUP 1
[The Group 1 Principal Distribution Amount] [A percentage of the Group 1 Principal
Distribution Amount will be applied to the Trustee Fee, and the remainder of the Group [ ]
Principal Distribution Amount [(the “Adjusted Principal Distribution Amount”)]] [and the [Class
[ ] ] Accrual Amount] will be allocated as follows:
[NOTE TO TRUST COUNSEL: When describing a “sequential” paydown rule, use language
similar to the following: “Sequentially, to A and B, in that order . . .” When describing a
“concurrent” paydown rule, use language similar to the following: “Concurrently, to A and B,
pro rata . . .”.]
• [The [
] Accrual Amount [and the [
priority:

] Accrual Amount] in the following order of

1.
2.
• [The [
] Accrual Amount [and the [
priority:

] Accrual Amount] in the following order of

1.
•

2.
The Adjusted Principal Distribution Amount in the following order of priority: ]
[ SECURITY GROUP 2

[The Group [ ] Principal Distribution Amount] [A percentage of the Group 2 Principal
Distribution Amount will be applied to the Trustee Fee, and the remainder of the Group 2
Principal Distribution Amount [(the “Group 2 Adjusted Principal Distribution Amount”)] [and
the [ ] Accrual Amount [and the [ ] Accrual Amount]] will be allocated as follows:
[NOTE TO TRUST COUNSEL: When describing a “sequential” paydown rule, use language
similar to the following: “Sequentially, to A and B, in that order . . .”. When describing a
“concurrent” paydown rule, use language similar to the following: “Concurrently, to A and B,
pro rata . . .”.]
• [The [
] Accrual Amount [and the [
priority:

] Accrual Amount] in the following order of

1.
2.
• [The [
] Accrual Amount [and the [
priority:

S-8

] Accrual Amount] in the following order of

IV-3-8

1.
2.
• The Group 2 Adjusted Principal Distribution Amount in the following order of
priority:]
Allocation of Prepayment Penalties: On each Distribution Date, the Trustee will pay [ ]% of
any Prepayment Penalties that are collected and passed through to the Trust [in respect of
Security Group [ ]], to Class [ ] [as follows: ] [and in respect of Security Group [ ], to Class [
]] [and [ ]% of any Prepayment Penalties that are collected and passed through to the Trust to
the Trustee].
[Scheduled Principal Balances: The Scheduled Principal Balances [or Aggregate Scheduled
Principal Balances] for the Class[es] listed below are included in Schedule II to this Supplement.
They were calculated using, among other things, the following structuring Range[s] [or Rate[s]]:
Class [or Component]
[PAC] [(in the aggregate)] .........................................................................
[Scheduled]................................................................................................
[TAC].........................................................................................................

Ranges [or Rate[s]]

% PSA through
% PSA

% PSA through
% PSA

% PSA]

[Partial Accrual Class[es]: Interest will accrue on the Partial Accrual Class identified on the
front cover of this Supplement at the per annum rate set forth under “Terms Sheet—Interest
Rates.” On each Distribution Date until the Class Principal Balance of the Class [insert related
Accretion Directed Classes] is reduced to zero, the difference between the per annum Interest
Rate for the Partial Accrual Class and the per annum rate of [____]% will be distributed to the
Partial Accrual Class as interest. On each Distribution Date until the Class Principal Balance of
Class [insert related Accretion Directed Class[es] is reduced to zero, interest accrued on the
Partial Accrual Class at a per annum rate of [____]% will not be distributed to the Partial
Accrual Class. Such amount will constitute the Accrual Amount, which will be added to the
Class Principal Balance of that Class on each Distribution Date and will be distributable as
principal as set forth in “Terms Sheet—Allocation of Principal on Distribution Dates.” After the
Class Principal Balance of Class [insert related Accretion Directed Classes] is reduced to zero,
all interest accrued on the Partial Accrual Class will be distributed on each Distribution Date to
the Partial Accrual Class as interest.]
[Accrual Class[es]: Interest will accrue on [the] [each] Accrual Class identified on the front
cover of this Supplement at the per annum rate set forth [on the front cover of this Supplement]
[or] [as set forth] in this Terms Sheet under “—Interest Rates”][, as applicable]. However, no
interest will be distributed to the Accrual Class[es] [until the Distribution Date following the
Distribution Date on which the Class Principal Balance[s] of the related Accretion Directed
Class[es] have been reduced to zero][as interest]. Interest [so accrued and unpaid] [so accrued]
on [each] [the] Accrual Class on each Distribution Date will constitute [an] [the] Accrual
Amount, which will be added to the Class Principal Balance of [that] [the Accrual] Class on each
Distribution Date and will be distributable as principal as set forth in this Terms Sheet under
“Allocation of Principal”. [After interest distributions commence on [an] [the] Accrual Class,
interest distributions will continue until the Class Principal Balance of that Class is reduced to
zero.]]

S-9

IV-3-9

[Notional Class[es]: The Notional Class[es] will not receive distributions of principal but [have]
[has a] Class Notional Balance[s] for convenience in describing [their] [its] entitlement[s] to
interest. The Class Notional Balance of [the] [each] Notional Class represents the percentage
indicated below of, and reduces to that extent with, the Class Principal Balance[s] indicated:
Original Class
Class
Notional Balance
................................................... $
...................................................
...................................................
...................................................
...................................................
...................................................
...................................................

Represents
[ ]% of [Class] [and Class [ ] (in the
aggregate)] ([Class Type])

[[100]% of [Group [ ]] Trust Assets]

[ ]% of [Class] ([Class Type])

[ ]% of [Class] ([Class Type])

[ ]% of [Class] ([Class Type])

[ ]% of [Class] ([Class Type])

[ ]% of [Class] ([Class Type])

[Total]

................................................... $
...................................................
[Total]

................................................... $
...................................................
[Total]

[ ]% of [Class] ([Class Type])

[ ]% of [Class] ([Class Type])

[ ]% of [Class] ([Class Type])

[ ]% of [Class] ([Class Type])

]

[Component Classes: For purposes of calculating distributions of [principal] [interest],
Class[es] [ ] and [
] are comprised of multiple components having the designations and
characteristics set forth below. Components are not separately transferable from the related
Class of Securities.

Class

Components

Principal
Type

Interest
Type

Interest
Rate

Original
Principal
Balance

]
Tax Status:
[Single] [Double] REMIC Series.
See “Certain Federal Income Tax
Consequences” in this Supplement and in the Multifamily Base Offering Circular.
Regular and Residual Classes: [Class [R] [RR] is a Residual Class [and represents the
Residual Interest of [each Trust REMIC] [the Issuing REMIC and [each] [the] Pooling REMIC]]
[Classes RI and RP are Residual Classes, Class RI represents the Residual Interest of the Issuing
REMIC and Class RP represents the Residual Interests of the Pooling REMIC]; all other Classes
of REMIC Securities are Regular Classes.

S-10

IV-3-10

RISK FACTORS
You should purchase securities only if you understand and are able to bear the
associated risks. The risks applicable to your investment depend on the principal and interest
type of your securities. This section highlights certain of these risks.
The rate of principal payments on the
underlying mortgage loans will affect the
rate of principal payments on your
securities. The rate at which you will
receive principal payments will depend
largely on the rate of principal payments,
including prepayments, on the mortgage
loans underlying the related trust assets. We
expect the rate of principal payments on the
underlying mortgage loans will vary.
Following any lockout period, and upon
payment of any applicable prepayment
penalty, borrowers may prepay their
mortgage loans at any time. [In addition, in
the case of FHA-insured Mortgage Loans,]
[B]orrowers may also prepay their mortgage
loans during a lockout period or without
paying any applicable prepayment penalty
with the approval of the FHA.

Under certain circumstances, a Ginnie
Mae issuer has the right to repurchase a
defaulted mortgage loan from the related
pool of mortgage loans underlying a
particular Ginnie Mae MBS Certificate,
the effect of which would be comparable to
a prepayment of such mortgage loan. At
its option and without Ginnie Mae’s prior
consent, a Ginnie Mae issuer may
repurchase any mortgage loan at an amount
equal to par less any amounts previously
advanced by such issuer in connection with
its responsibilities as servicer of such
mortgage loan to the extent that (i) in the
case of a mortgage loan included in a pool
of mortgage loans underlying a Ginnie Mae
MBS Certificate issued on or before
December 1, 2002, such mortgage loan has
been delinquent for four consecutive
months, and at least one delinquent payment
remains uncured or (ii) in the case of a
mortgage loan included in a pool of
mortgage loans underlying a Ginnie Mae
MBS Certificate issued on or after January
1, 2003, no payment has been made on such
mortgage loan for three consecutive months.
Any such repurchase will result in
prepayment of the principal balance [or
reduction in the notional balance] of the
securities ultimately backed by such
mortgage loan. No assurances can be given
as to the timing or frequency of any such
repurchases.

Rates of principal payments can reduce
your yield. The yield on your securities
probably will be lower than you expect if [:
• you purchased your securities at a
premium [(interest only securities,
for example)] and principal
payments are faster than you
expected, or
• you purchased your securities at a
discount [(principal only securities,
for example)] and principal
payments are slower than you
expected.]

[The level of LIBOR will affect the yields
on floating rate and inverse floating rate
securities. If LIBOR performs differently
from what you expect, the yield on your
securities may be lower than you expect.
Lower levels of LIBOR will generally

In addition, if your securities are [interest
only securities or] securities purchased at a
significant premium,] you could lose money
on your investment if prepayments occur at
a rapid rate.

S-11

IV-3-11

reduce the yield on floating rate securities;
higher levels of LIBOR will generally
reduce the yield on inverse floating rate
securities. You should bear in mind that the
timing of changes in the level of LIBOR
may affect your yield: generally, the earlier
a change, the greater the effect on your
yield. It’s doubtful that LIBOR will remain
constant.]

Defaults will increase the rate of
prepayment.
Lending on multifamily
properties and nursing facilities is generally
viewed as exposing the lender to a greater
risk of loss than single-family lending. If a
mortgagor defaults on a mortgage loan and
the loan is subsequently foreclosed upon or
assigned to FHA for FHA insurance benefits
or otherwise liquidated, the effect would be
comparable to a prepayment of the mortgage
loan; however, no prepayment penalty
would be received. Similarly, mortgage
loans as to which there is a material breach
of a representation may be purchased out of
the trust without the payment of a
prepayment penalty.

[Support securities will be more sensitive to
rates of principal payments than other
securities. If principal prepayments result in
principal distributions on any distribution
date equal to or less than the amount needed
to produce scheduled payments on the
[PAC][,] [scheduled] [and] [TAC] classes
[and components], the related support
classes [and components] will not receive
any principal distribution on that date [(other
than from any applicable accrual
amount[s])].
If prepayments result in
principal distributions on any distribution
date greater than the amount needed to
produce scheduled payments on the related
[PAC][,] [scheduled] [and] [TAC] classes
[and components] for that distribution date,
this excess will be distributed to the related
support classes [and components].

[Extensions of the term to maturity of the
Ginnie Mae construction loan certificates
delay the payment of principal to the trust
and will affect the yield to maturity on your
securities. Depending on its date of
issuance, the extension of the term to
maturity of any Ginnie Mae construction
loan certificate will require the related
Ginnie Mae issuer to obtain the consent of
either (i) all the holders of the related Ginnie
Mae construction loan certificates or (ii) the
contracted security purchaser, the entity
bound under contract with the Ginnie Mae
issuer to purchase all the Ginnie Mae
construction loan certificates related to a
particular multifamily project. However, the
sponsor, on behalf of itself and all future
holders of each Ginnie Mae construction
loan certificate to be deposited into the trust
and all related Ginnie Mae construction loan
certificates (whether or not currently
outstanding), has waived the right to
withhold consent to any requests of the
related Ginnie Mae issuer to extend the term
to maturity of those Ginnie Mae
construction loan certificates (provided that
any such extension, when combined with
previously granted extensions in respect of
such Ginnie Mae construction loan
certificates, would not extend the term to

[An investment in the securities is subject
to significant reinvestment and extension
risk. The rate of principal payments on your
securities is uncertain. You may be unable
to reinvest the payments on your securities
at the same returns provided by the
securities. Lower prevailing interest rates
may result in an unexpected return of
principal. In that interest rate climate,
higher yielding reinvestment opportunities
may be limited.
Conversely, higher
prevailing interest rates may result in slower
returns of principal and you may not be able
to take advantage of higher yielding
investment opportunities. The final payment
on your security may occur much earlier
than the final distribution date.]

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maturity beyond the term of the underlying
mortgage loan insured by FHA). This
waiver effectively permits the related Ginnie
Mae issuer to extend the maturity of the
Ginnie Mae construction loan certificates in
its sole discretion, subject only to the prior
written approval of Ginnie Mae. A holder
of a Ginnie Mae construction loan certificate
is only entitled to interest at the specified
interest rate on the outstanding principal
balance of the Ginnie Mae construction loan
certificate until the earliest of (1) the
liquidation of the mortgage loan, (2) at the
related Ginnie Mae issuer’s option, either (a)
the first Ginnie Mae certificate payment date
of the Ginnie Mae project loan certificate
following the conversion of the Ginnie Mae
construction loan certificate or (b) the date
of conversion of the Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate, and (3) the maturity
date (as adjusted for any previously granted
extensions) of the Ginnie Mae construction
loan certificate. Any extension of the term
to maturity may delay the commencement of
principal payments to the trust and affect the
yield on your securities.]

indebtedness and assignments endorsed to
Ginnie Mae. Upon maturity of the Ginnie
Mae construction loan certificates, absent
any extensions, the related Ginnie Mae
issuer is obligated to pay to the holders of
the Ginnie Mae construction loan
certificates the outstanding principal
amount. The payment of any Ginnie Mae
construction loan certificate on the maturity
date may affect the yield on your securities.
[Any delay in the conversion of a Ginnie
Mae construction loan certificate to a
Ginnie Mae project loan certificate will
delay the payment of principal on your
securities. The conversion of a Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate can be delayed for a
wide variety of reasons, including work
stoppages, construction defects, inclement
weather, completion of or delays in the cost
certification process and changes in
contractors, owners and architects related to
the multifamily project. During any such
delay, the trust will not be entitled to any
principal payments that may have been
made by the borrower on the related
underlying mortgage loan. The distribution
of any such principal payments will not
occur until the earliest of (1) the liquidation
of the mortgage loan, (2) at the related
Ginnie Mae issuer’s option, either (a) the
first Ginnie Mae certificate payment date of
the Ginnie Mae project loan certificate
following the conversion of the Ginnie Mae
construction loan certificate or (b) the date
of conversion of the Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate, and (3) the maturity
date (as adjusted for any previously granted
extensions) of the Ginnie Mae construction
loan certificate. However, the holders of the
securities will not receive any such amounts
until the next distribution date on the
securities and will not be entitled to receive
any interest on such amount.]

[The failure of a Ginnie Mae construction
loan certificate to convert into a Ginnie
Mae project loan certificate prior to its
maturity date (as adjusted for any
previously granted extensions), for any
reason, will result in the full payment of
the principal balance of the Ginnie Mae
construction loan certificate on its maturity
date and, accordingly, will affect the rate of
prepayment. The Ginnie Mae construction
loan certificate may fail to convert if the
prerequisites for conversion outlined in
Chapter 32 of the MBS Guide are not
satisfied, including, but not limited to, (1)
final endorsement by FHA of the underlying
mortgage loan, (2) completion of the cost
certification process, and (3) the delivery of
supporting documentation including, among
other things, the note or other evidence of

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[The yield on securities that would benefit
from a faster than expected payment of
principal (such as securities purchased at a
discount) may be adversely affected if the
underlying mortgage loan begins to
amortize prior to the conversion of a
Ginnie Mae construction loan certificate to
a Ginnie Mae project loan certificate. As
holders of Ginnie Mae construction loan
certificates are entitled only to interest, any
scheduled payments of principal received
with respect to the mortgage loans
underlying the Ginnie Mae construction loan
certificate will not be passed through to the
trust. Any such amounts will be deposited
into a non-interest bearing, custodial account
maintained by the related Ginnie Mae issuer
and will be distributed to the trust (unless
otherwise negotiated between the Ginnie
Mae issuer and the contracted security
purchaser) on the earliest of (1) the
liquidation of the mortgage loan, (2) at the
related Ginnie Mae issuer’s option, either (a)
the first Ginnie Mae certificate payment date
of the Ginnie Mae project loan certificate
following the conversion of the Ginnie Mae
construction loan certificate or (b) the date
of conversion of the Ginnie Mae
construction loan certificate to a Ginnie Mae
project loan certificate, and (3) the maturity
date (as adjusted for any previously granted
extensions) of the Ginnie Mae construction
loan certificate. However, the holders of the
securities will not receive any such amounts
until the next distribution date on the
securities and will not be entitled to receive
any interest on such amount. The delay in
payment of the scheduled principal may
affect, perhaps significantly, the yield on
those securities that would benefit from a
higher than anticipated rate of prepayment
of principal.

upon completion of the particular
multifamily project, the Ginnie Mae
construction loan certificates must be
prepaid in the amount equal to the
difference between the aggregate principal
balance of the Ginnie Mae construction
loan certificates and the principal balance
of the Ginnie Mae project loan certificates
issued upon conversion. The reduction in
the underlying mortgage loan amount could
occur as a result of the cost certification
process that takes place prior to the
conversion to a Ginnie Mae project loan
certificate. In such a case, the rate of
prepayment on your securities may be
higher than expected.]
Available information about the mortgage
loans is limited. Generally, neither audited
financial statements nor recent appraisals are
available with respect to the mortgage loans,
the mortgaged properties, or the operating
revenues, expenses and values of the
mortgaged properties.
Certain default,
delinquency and other information relevant
to the likelihood of prepayment of the
multifamily mortgage loans underlying the
Ginnie Mae multifamily certificates is made
generally available to the public and holders
of the securities should consult such
information. The scope of such information
is limited, however, and accordingly, at a
time when you might be buying or selling
your securities, you may not be aware of
matters that, if known, would affect the
value of your securities.
FHA has authority to override lockouts
and prepayment limitations.
FHA
insurance and certain mortgage loan and
trust provisions may affect lockouts and the
right to receive prepayment penalties. FHA
may override any lockout or prepayment
penalty provision with respect to the [FHA­
insured] [the] mortgage loans if it
determines that it is in the best interest of the
federal government to allow the mortgagor

[If the amount of the underlying mortgage
loan at final endorsement by FHA is less
than the aggregate principal amount of the
Ginnie Mae construction loan certificates

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however, contain[s] certain information
regarding the related mortgage loans as of
the cut-off date.]

to refinance or to prepay in part its mortgage
loan.
Holders entitled to prepayment penalties
may not receive them.
Prepayment
penalties received by the trustee [in respect
of group [ ]] will be distributed to [Class[es]
[ ] [and [ ], as applicable] [and in respect of
group [ ] will be distributed to Class [ ]] [all
of the Class[es]] [as further described in this
Supplement]. Ginnie Mae, however, does
not guarantee that mortgagors will in fact
pay any prepayment penalties or that such
prepayment penalties will be received by the
trustee.
Accordingly, holders of the
class[es] entitled to receive prepayment
penalties will receive them only to the extent
that the trustee receives them. Moreover,
even if the trustee distributes prepayment
penalties to the holders of [that class] [those
classes], the additional amounts may not
offset the reduction in yield caused by the
corresponding prepayments.

The securities may not be a suitable
investment for you.
The securities,
[especially the group [ ] securities and,] [in
particular, the [component,] [support,]
[interest only], [principal only,] [inverse
floating rate,] [interest only inverse floating
rate,] [accrual] and [residual] classes,] are
not suitable investments for all investors.
Only “accredited investors,” as defined in
Rule 501(a) of
Regulation D of the
Securities Act of 1933, who have substantial
experience in mortgage-backed securities
and are capable of understanding the risks
should invest in the securities.
In addition, although the sponsor intends to
make a market for the purchase and sale of
the securities after their initial issuance, it
has no obligation to do so. There is no
assurance that a secondary market will
develop, that any secondary market will
continue, or that the price at which you can
sell an investment in any class will enable
you to realize a desired yield on that
investment.

[The rate of principal prepayments on the
underlying certificates] [and] [reductions
in the notional balance[s] of the underlying
certificate[s]] will directly affect the rate of
[principal payments on] [and] [reductions
in the notional balance of] [the] [group [ ]]
securities. The [notional balance of the]
underlying certificate[s] will be sensitive in
varying degrees to
•

You will bear the market risks of your
investment. The market values of the
classes are likely to fluctuate.
These
fluctuations may be significant and could
result in significant losses to you.

the rate of payments of principal
(including prepayments) of the
related mortgage loans, and

The secondary markets for mortgage-related
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 classes that
are especially sensitive to prepayment or
interest rate risk or that have been structured
to meet the investment requirements of
limited categories of investors.

• the priorities for the distribution of
principal among the classes of the
[related] underlying trust.
Prepayments on the related mortgage loans
may have occurred at rates faster or slower
than those initially assumed.
This
supplement contains no information as to
whether the underlying certificate[s] [has]
[have] performed as originally anticipated.
The Updated Exhibit[s] A in Exhibit D,

The residual securities may experience
significant adverse tax timing consequences.
Accordingly, you are urged to consult tax

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advisors and to consider the after-tax effect
of ownership of a residual security and the
suitability of the residual securities to your
investment objectives.
See “Certain
Federal Income Tax Consequences” in this
Supplement and in the Multifamily Base
Offering Circular.

The actual prepayment rates of the
underlying mortgage loans will affect the
weighted average lives and yields of your
securities. The yield and decrement tables
in this supplement are based on assumed
prepayment rates. It is highly unlikely that
the underlying mortgage loans will prepay at
any of the prepayment rates assumed in this
supplement, or at any constant prepayment
rate. As a result, the yields on your
securities could be lower than you expected.

You are encouraged to consult advisors
regarding the financial, legal, tax and other
aspects of an investment in the securities.
You should not purchase the securities of
any class unless you understand and are able
to bear the prepayment, yield, liquidity, and
market risks associated with that class.

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[THE GINNIE MAE MULTIFAMILY CERTIFICATES] [THE TRUST ASSETS]
General
The Sponsor intends to acquire the [Ginnie Mae Multifamily Certificates] [Trust Assets]
in privately negotiated transactions prior to the Closing Date and to sell them to the Trust
according to the terms of a Trust Agreement between the Sponsor and the Trustee. The Sponsor
will make certain representations and warranties with respect to the [Ginnie Mae Multifamily
Certificates] [Trust Assets]. [All of the Trust Assets will evidence, directly or indirectly, Ginnie
Mae Multifamily Certificates.]
[The Ginnie Mae Multifamily Certificates [(Group [ ])
The Ginnie Mae Multifamily Certificates are guaranteed by Ginnie Mae pursuant to its
Ginnie Mae I Program. Each Mortgage Loan underlying a Ginnie Mae Multifamily Certificate
bears interest at a Mortgage Rate that is greater than the related Certificate Rate.
For each Mortgage Loan underlying a Ginnie Mae Multifamily Certificate, the difference
between (a) the Mortgage Rate and (b) the related Certificate Rate is used to pay the servicer of
the Mortgage Loan a monthly fee for servicing the Mortgage Loan and to pay Ginnie Mae a fee
for its guarantee of the related Ginnie Mae Multifamily Certificate (together, the “Servicing and
Guaranty Fee Rate”). The per annum rate used to calculate these fees for the Mortgage Loans in
the Trust is shown on Exhibit A to this Supplement.
The Ginnie Mae Multifamily Certificates included in the Trust consist of [(i)] [Ginnie
Mae Construction Loan Certificates issued during the construction phase of a multifamily
project, which are redeemable for Ginnie Mae Project Loan Certificates (the “[Group [ ]] Trust
CLCs”) and] [(ii)] Ginnie Mae Project Loan Certificates [deposited into the Trust on the Closing
Date or issued upon conversion of a Trust CLC] ([collectively,] the “[Group [ ]] Trust PLCs”).
[The Underlying Certificates (Group [ ])
The [Group [ ]] Trust Assets [are] [consist of an] Underlying Certificate[s] that
represent[s] [the] beneficial ownership interests in [a] [one or more] separate trust[s], the assets
of which evidence direct or indirect beneficial ownership interests in certain Ginnie Mae
Multifamily Certificates. [The] [Each] Underlying Certificate[s] constitute[s] all or a portion of
a class of a separate Series of certificates described in the [related] Underlying Certificate
Disclosure Document[s], excerpts of which are attached as Exhibit [C] to this Supplement. [The]
[Each] Underlying Certificate Disclosure Document[s] may be obtained from the Information
Agent as described under “Available Information” in this Supplement. Investors are cautioned
that material changes in facts and circumstances may have occurred since the date of [the] [each]
Underlying Certificate Disclosure Document, including changes in the prepayment rates,
prevailing interest rates and other economic factors, which may limit the usefulness of, and be
directly contrary to the assumptions used in preparing the information included in, the offering
document. See “Underlying Certificates” in the Multifamily Base Offering Circular.]
[The][Each] Underlying Certificate provides for monthly distributions, including any
prepayments and other unscheduled recoveries of, and any Prepayment Penalties on, the
Mortgage Loans underlying such Underlying Certificate, and is further described in the table
contained in Exhibit [B] to this Supplement. The table also sets forth information regarding

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approximate weighted average remaining terms to maturity, loan ages and mortgage rates of
Mortgage Loans underlying the related Ginnie Mae Certificates.]
The Ginnie Mae Multifamily Certificates underlying the Underlying Certificate[s] consist
of [(i)] [Ginnie Mae Construction Loan Certificates issued during the construction phase of a
multifamily project, which are redeemable for Ginnie Mae Project Loan Certificates (the
“[Group [ ]] Trust CLCs”) and] [(ii)] Ginnie Mae Project Loan Certificates [deposited into the
[related Underlying] Trust[s] on the [related] Closing Date[s]] [or issued upon conversion of a
Trust CLC] ([[“the Group [ ]] Trust PLCs” and,] collectively, with the Group [ ] PLCs,] the
“[Group [ ]] Trust PLCs”).
[The Trust CLCs [(Group [ ])] [(Underlying the Underlying Certificates)]
Each Trust CLC is based on and backed by a single Mortgage Loan secured by a
multifamily project under construction and insured by FHA pursuant to an FHA Insurance
Program described under “FHA Insurance Programs” in this Supplement. Ginnie Mae
Construction Loan Certificates are generally issued monthly by the related Ginnie Mae Issuer as
construction progresses on the related multifamily project and as advances are insured by FHA.
Prior to the issuance of Ginnie Mae Construction Loan Certificates, the Ginnie Mae Issuer must
provide Ginnie Mae with supporting documentation regarding advances and disbursements on
the Mortgage Loan and must satisfy the prerequisites for issuance as described in Chapter 32 of
the MBS Guide. Each Ginnie Mae Construction Loan Certificate may be redeemed for a pro rata
share of a Ginnie Mae Project Loan Certificate that bears the same interest rate as the Ginnie
Mae Construction Loan Certificate.
The original maturity of a Ginnie Mae Construction Loan Certificate is at least 200% of
the construction period anticipated by FHA for the multifamily project. The stated maturity of
the Ginnie Mae Construction Loan Certificates may be extended after issuance at the request of
the related Ginnie Mae Issuer with the prior written approval of Ginnie Mae. With respect to
Ginnie Mae Construction Loan Certificates issued prior to December 31, 2002, prior to
approving any extension request, Ginnie Mae requires that all of the holders of all related Ginnie
Mae Construction Loan Certificates consent to the extension of the term to maturity. With
respect to Ginnie Mae Construction Loan Certificates issued after December 31, 2002, prior to
approving any extension request, Ginnie Mae requires that the contracted security purchaser, the
entity bound under contract with the related Ginnie Mae Issuer to purchase all of the Ginnie Mae
Construction Loan Certificates related to a particular multifamily project, consent to the
extension of the term to maturity. The Sponsor, as the holder or contracted security purchaser of
the Trust CLCs and any previously issued or hereafter existing Ginnie Mae Construction Loan
Certificates relating to the Trust CLCs identified in Exhibit [A] [or Exhibit [D]] to this
supplement (the “Sponsor CLCs”), has waived its right and the right of all future holders of the
Sponsor CLCs, including the [related] Trustee [or the [related] Trustee for the [related]
Underlying Trust], as the assignee of the Sponsor’s rights in the Trust CLCs, to withhold consent
to any extension requests, provided that the length of the extension does not, in combination with
any previously granted extensions related thereto, exceed the term of the underlying Mortgage
Loan insured by FHA. In addition, as a condition to the transfer of the Sponsor CLCs and the
Trust CLCs, the [related] Sponsor Agreement [for the related Underlying Trust requires] [will
require] the Sponsor to obtain from each purchaser of Sponsor CLCs, and the [related] Trust
Agreement [for the related Underlying Trust requires] [will require] the [related] Trustee to
obtain from each purchaser of Trust CLCs, a written agreement pursuant to which each such
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purchaser will agree to the material terms of the waiver and to not transfer the Sponsor CLC or
Trust CLC, as applicable, to any subsequent purchaser that has not executed a written agreement
substantially similar in form and substance to the agreement executed by such purchaser. The
waiver effected by the Sponsor, together with the transfer restrictions in the Sponsor Agreement
and Trust Agreement, will effectively permit the related Ginnie Mae Issuer to extend the
maturity of the Ginnie Mae CLCs in its sole discretion, subject only to the prior written approval
of Ginnie Mae.
Each Trust CLC will provide for the payment to the [Trust] [or to the] [related]
[Underlying Trust][, as applicable,] of monthly payments of interest equal to a pro rata share of
the interest payments on the underlying Mortgage Loan, less applicable servicing and guaranty
fees. The [Trust] [or the] [related] [Underlying Trust][, as applicable,] will not be entitled to
receive any payments of principal collected on the related Mortgage Loan as long as the Trust
CLC is outstanding. During such period any prepayments and other recoveries of principal
(other than proceeds from the liquidation of the Mortgage Loan) or any Prepayment Penalties on
the underlying Mortgage Loan received by the Ginnie Mae Issuer will be deposited into a noninterest bearing escrow account (the “P&I Custodial Account”). Any such amounts will be held
for distribution to the Trust (unless otherwise negotiated between the Ginnie Mae Issuer and the
contracted security purchaser) on the earliest of (i) the liquidation of the mortgage loan, (ii) at the
related Ginnie Mae Issuer’s option, either (a) the first Ginnie Mae Certificate Payment Date of
the Ginnie Mae Project Loan Certificate following the conversion of the Ginnie Mae
Construction Loan Certificate or (b) the date of conversion of the Ginnie Mae Construction Loan
Certificate to a Ginnie Mae Project Loan Certificate, and (iii) the applicable Maturity Date.
However, the [Holders of the Securities] [or the] [related] [Underlying Trust][, as applicable,]
will not receive any such amounts until the next Distribution Date and will not be entitled to
receive any interest on such amounts.
At any time following the final endorsement of the underlying Mortgage Loan by FHA,
prior to the Maturity Date and upon satisfaction of the prerequisites for conversion outlined in
Chapter 32 of the MBS Guide, Ginnie Mae Construction Loan Certificates will be redeemed for
Ginnie Mae Project Loan Certificates. The Ginnie Mae Project Loan Certificates will be issued
at the identical interest rate as the Ginnie Mae Construction Loan Certificates. The aggregate
principal amount of the Ginnie Mae Project Loan Certificates may be less than or equal to the
aggregate amount of advances that has been disbursed and insured on the Mortgage Loan
underlying the related Ginnie Mae Construction Loan Certificates. Any difference between the
principal balance of the Ginnie Mae Construction Loan Certificates and the principal balance of
the Ginnie Mae Project Loan Certificates issued at conversion will be disbursed to the holders of
the Ginnie Mae Construction Loan Certificates as principal upon conversion.]
[The Trust PLCs [Group [ ]] [(Underlying the Underlying Certificates)]]
Each Trust PLC will be based on and backed by one or more multifamily Mortgage
Loans with an original term to maturity of generally no more than 40 years.
Each Trust PLC will provide for the payment to the registered holder of that Trust PLC of
monthly payments of principal and interest equal to the aggregate amount of the scheduled
monthly principal and interest payments on the Mortgage Loans underlying that Trust PLC, less
applicable servicing and guaranty fees. In addition, each such payment will include any
prepayments and other unscheduled recoveries of principal of, and any Prepayment Penalties on,

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the underlying Mortgage Loans to the extent received by the Ginnie Mae Issuer during the month
preceding the month of the payment.]
The Mortgage Loans
Each Ginnie Mae Multifamily Certificate represents a beneficial interest in one or more
Mortgage Loans.
[
( )] Mortgage Loans [will] underlie the [Group [ ]] Ginnie Mae Multifamily
Certificates, [which as of the Closing Date, consist of [ ] Mortgage Loans that underlie the
[Trust CLCs (the “[Group [ ]”] Trust CLC Mortgage Loans”)] [and [ ] Mortgage Loans that
underlie the] Trust PLCs (the “Trust PLC Mortgage Loans”)] [and [ ] Mortgage Loans underlie
the Group [ ] Underlying Certificate Trust Assets, [all of which are Trust [PLCs] [CLCs]]
[which, as of the Closing Date, consist of [ ] Mortgage Loans that underlie the [Trust CLCs (the
“[Group [ ]”] Trust CLC Mortgage Loans”)] [and [ ] Mortgage Loans that underlie the] Trust
PLCs (the “[Group [ ]”] Trust PLC Mortgage Loans”)] .
[These] [The] [Group [ ] Trust PLC] Mortgage Loans have an aggregate balance of
approximately $[
] as of the Cut-off Date, after giving effect to all payments of principal
due on or before that date [and the Group [ ] Trust CLC Mortgage Loans have an aggregate
balance of approximately $[
] as of the Cut-off Date (after giving effect to all payments of
principal due on or before that date)].
[These] [The] [Group [ ] Trust PLC] Mortgage Loans have an aggregate balance of
approximately $[
] as of the Cut-off Date, after giving effect to all payments of principal
due on or before that date [and the Group [ ] Trust CLC Mortgage Loans have an aggregate
balance of approximately $[
] as of the Cut-off Date (after giving effect to all payments of
principal due on or before that date)].
[The Mortgage Loans underlying the Group [ ] Underlying Certificate Trust Assets have
an aggregate balance of approximately $[
] as of the Cut-off Date (after giving effect to all
payments of principal due on or before that date).]
The [Group [ ]] Mortgage Loans have, on a weighted average basis, the other
characteristics set forth in the Terms Sheet under “Certain Characteristics of the [Ginnie Mae
Multifamily Certificates and the Related] Mortgage Loans Underlying the [Group [ ]] Trust
Assets” and, on an individual basis, [in the case of the Group [ ] Securities,] the characteristics
described in Exhibit A to this Supplement[ and, in the case of the Group [ ] Securities, the
characteristics described in the Updated Exhibits A in Exhibit [D] of this Supplement]. They
also have the general characteristics described below. The Mortgage Loans consist of first lien
and second lien, multifamily, fixed rate mortgage loans that are secured by a lien on the
borrower’s fee simple estate in a multifamily property consisting of five or more dwelling units
or nursing facilities and [guaranteed by Section 538 or] insured by FHA or coinsured by FHA
and the related mortgage lender. See “The Ginnie Mae Multifamily Certificates—General” in
the Multifamily Base Offering Circular.
FHA Insurance Programs
FHA multifamily insurance programs generally are designed to assist private and public
mortgagors in obtaining financing for the construction, purchase or rehabilitation of multifamily
housing pursuant to the National Housing Act of 1934 (the “Housing Act”). Mortgage Loans are
provided by FHA-approved institutions, which include mortgage banks, commercial banks,
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savings and loan associations, trust companies, insurance companies, pension funds, state and
local housing finance agencies and certain other approved entities. Mortgage Loans insured
under the programs described below will have such maturities and amortization features as FHA
may approve, provided that generally the minimum mortgage loan term will be at least ten years
and the maximum mortgage loan term will not exceed the lesser of 40 years and 75 percent of
the estimated remaining economic life of the improvements on the mortgaged property. Tenant
eligibility for FHA-insured projects generally is not restricted by income, except for projects as
to which rental subsidies are made available with respect to some or all the units therein or to
specified tenants.
The following is a summary of the various FHA insurance programs under which the
Mortgage Loans [underlying the Group [ ] Ginnie Mae Multifamily Certificates] are insured.
[NOTE TO TRUST COUNSEL: Include only the programs under which Mortgage Loans in
the Trust are insured.]
[Section 207 (Mortgage Insurance for Multifamily Housing). Section 207 of the Housing
Act provides for federal insurance of mortgage loans originated by FHA-approved lenders in
connection with the construction or substantial rehabilitation of multifamily housing projects,
which includes manufactured home parks. [The loan underlying the Ginnie Mae Multifamily
Certificate classified under this section was issued in connection with a manufactured home
park.]
[Section 213 (Cooperative Housing Projects). Section 213 of the Housing Act provides
for FHA insurance of mortgage loans on cooperative housing projects. Section 213 mortgage
insurance enables nonprofit cooperative ownership housing corporations or trusts to develop or
sponsor housing projects that will be operated as cooperatives. By using Section 213 insurance,
investors can construct or rehabilitate multifamily housing that will be sold to such nonprofit
corporations or trusts.]
[Section 220 (Urban Renewal Mortgage Insurance). Section 220 of the Housing Act
provides for federal insurance of mortgage loans on multifamily rental projects located in
federally aided urban renewal areas or in areas having a local redevelopment or urban renewal
plan certified by FHA. The mortgage loans may finance the rehabilitation of existing salvable
housing (including the refinancing of existing loans) or new construction in targeted areas. The
purpose of Section 220 is to encourage quality rental housing in urban areas targeted for overall
revitalization.]
[Section 221(d) (Housing for Moderate Income and Displaced Families). Section[s]
[221(d)(3)] [and] [221(d)(4)] of the Housing Act provide[s] for mortgage insurance to assist
private industry in the construction or substantial rehabilitation of rental and cooperative housing
for low- and moderate- income families and families that have been displaced as a result of urban
renewal, governmental actions or disaster.]
[Section 223(a)(7) (Refinancing of FHA-Insured Mortgages). Section 223(a)(7) of the
Housing Act permits FHA to refinance existing insured mortgage loans under any section or title
of the Housing Act. Such refinancing results in prepayment of the existing insured mortgage.
The new, refinanced mortgage loan is limited to the original principal amount of the existing
mortgage loan and the unexpired term of the existing mortgage loan plus 12 years.]

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[Section 223(d)(Operating Loss Loans). Section 223(d) of the Housing Act provides for
FHA insurance of separate loans that cover (1) operating losses during the first 2 years after
completion or (2) up to 80% of the unreimbursed cash contributions by the project owner during
any period of up to two years within the first 10 years after date of completion of the project.
The project must be secured by an existing HUD-insured first mortgage loan.]
[Section 223(f) (Purchase or Refinancing of Existing Projects). Section 223(f) of the
Housing Act provides for federal insurance of mortgage loans originated by FHA-approved
lenders in connection with the purchase or refinancing of existing multifamily housing
complexes, hospitals and nursing homes that do not require substantial rehabilitation. The
principal objective of the Section 223(f) program is to permit the refinancing of mortgage loans
to provide for a lower debt service or the purchase of existing properties in order to preserve an
adequate supply of affordable rental housing. Such projects may have been financed originally
with conventional or FHA-insured mortgage loans.]
[Section 231 (Mortgage Insurance for Rental Housing for the Elderly). Section 231 of
the Housing Act provides for insurance of mortgage loans to facilitate the construction and
substantial rehabilitation of multifamily rental housing for the elderly (62 or older) or disabled
persons. The mortgage insurance may be used to finance the construction and substantial
rehabilitation of detached, semi-detached, walk-up or elevator type rental housing designed
specifically for elderly and disabled individuals consisting of 8 or more dwelling units. Section
231 was designed to increase the supply of rental housing specifically for the use and occupancy
of elderly and/or disabled persons.]
[Section 232 (Mortgage Insurance for Nursing Homes, Immediate Care Facilities and
Board and Care Homes). Section 232 of the Housing Act provides for FHA insurance of private
construction mortgage loans to finance new or rehabilitated nursing homes, intermediate care
facilities, board and care homes, assisted living for the frail or elderly or allowable combinations
thereof, including equipment to be used in their operation. Section 232 also provides for
supplemental loans to finance the purchase and installation of fire safety equipment in these
facilities.]
[Section 236 (Mortgage Insurance for Subsidized Rental Housing Projects). Section 236
of the Housing Act combines governmental mortgage insurance on multifamily housing projects
with supplemental payments to reduce the project owners’ monthly debt service payments. The
supplemental payments are paid directly to the mortgagee of the project for the purpose of
reducing the interest payment due from the project owner. The objective of these supplemental
payments is to reduce rental payments required of low-income and elderly residents. To qualify
for rental assistance under Section 236, tenants’ annual income must be less than 80 percent of
the median income of the area. Originations under Section 236 are no longer active, although
refinancings under Section 223(a)(7) are authorized.]
[Section 241 (Supplemental Loans for Multifamily Projects). Section [241][,] [and]
[241(a)] [and] [241(f)] of the Housing Act provide(s) for FHA insurance to finance property
improvements, energy-conserving improvements or [supplemental increases] [additions] to any
FHA-insured multifamily loan. The overall purpose of the Section 241 loan program is to
provide a project with a means to remain competitive, to extend its economic life and to finance
the replacement of obsolete equipment without the refinancing of the existing
mortgage.]****[Confirm whether equipment is part of the security for the insured loan. If

S-22

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so, additional analysis will need to be done to ensure the LTV (excluding the value of the
equipment) satisfies REMIC eligibility requirements].
[See the [related] Underlying Certificate Disclosure Documents for information regarding
the FHA insurance programs for the Group [ ] Underlying Certificate Trust Assets.]
[Section 538 Guarantee Program
The Section 538 Guaranteed Rural Rental Housing Program (“Section 538”) is under the
United States Department of Agriculture Rural Development (“Rural Development”). The
authorizing statute is Title V of the Housing Act. Rural Development operates a broad range of
programs that were formerly administered by the Rural Housing Service and the Farmers Home
Administration to support affordable housing and community development in rural areas.
Mortgage loans are provided by Rural Development-approved multifamily lenders, including
state and local housing agencies. The Mortgage Loan guaranteed under the program described
below will have the maturity and amortization features as Rural Development may approve.
Tenant eligibility for Section 538-guaranteed projects is restricted to persons with income
not in excess of 115% of the area median income.
The following is a summary of Section 538 under which one of the Mortgage Loans is
guaranteed.
Section 538. Section 538 was established pursuant to Title V of the Housing Act.
Section 538 is designed to increase the supply of affordable rural rental housing, through the use
of loan guarantees that encourage partnerships between Rural Development, private lenders and
public agencies.]
Certain Additional Characteristics of the Mortgage Loans
Mortgage Rates; Calculations of Interest. The Mortgage Loans bear interest at Mortgage
Rates that will remain fixed for their remaining terms. All of the Mortgage Loans accrue interest
on the basis of a 360-day year consisting of twelve 30-day months. See “Characteristics of the
Ginnie Mae Multifamily Certificates and the Related Mortgage Loans” [, in the case of the
Group [ ] Securities,] in Exhibit A to this Supplement [and, in the case of the Group [ ]
Securities, in the Updated Exhibit[s] A in Exhibit [D] to this Supplement].
Due Dates. Monthly payments on the Mortgage Loans are due on the first day of each
month.
Amortization. The [Trust PLC] Mortgage Loans are fully-amortizing over their
remaining terms to stated maturity.
[[Certain] [None] [ ] of the [Group [ ]] Trust CLC Mortgage Loans have begun to
amortize as of the Cut-off Date.] [Certain] [None] [ ] of the [Group [ ]] Trust CLC Mortgage
Loans have begun to amortize as of the Cut-off Date.] [It is expected that Pool Numbers [ ] and
[ ] will begin to amortize beginning in [
] 20[ ].]] [However, regardless of the scheduled
amortization of Trust CLC Mortgage Loans, the Trust [or the related Underlying Trust, as
applicable] will not be entitled to receive any principal payments with respect to any Trust CLC
Mortgage Loans until the earliest of (i) the liquidation of the Mortgage Loan, (ii) at the related
Ginnie Mae Issuer’s option, either (a) the first Ginnie Mae Certificate Payment Date of the
Ginnie Mae Project Loan Certificate following the conversion of the Ginnie Mae Construction
Loan Certificate or (b) the date of conversion of the Ginnie Mae Construction Loan Certificate to
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a Ginnie Mae Project Loan Certificate, and (iii) the applicable Maturity Date. The Ginnie Mae
Issuer will deposit any principal payments that it receives in connection with any Trust CLC into
the related P&I Custodial Account. The Trust will not be entitled to recover any interest
thereon.]
Certain of the Mortgage Loans may provide that, if the related borrower makes a partial
principal prepayment, such borrower will not be in default if it fails to make any subsequent
scheduled payment of principal provided that such borrower continues to pay interest in a timely
manner and the unpaid principal balance of such Mortgage Loan at the time of such failure is at
or below what it would otherwise be in accordance with its amortization schedule if such partial
principal prepayment had not been made. Under certain circumstances, the Mortgage Loans also
permit the reamortization thereof if prepayments are received as a result of condemnation or
insurance payments with respect to the related Mortgaged Property.
Level Payments. Although the Mortgage Loans [(other than the Mortgage Loan[s]
designated by Pool Number [
])] currently have amortization schedules that provide for
level monthly payments, the amortization schedules of substantially all of the [FHA-insured]
Mortgage Loans are subject to change upon the approval of FHA that may result in non-level
payments.
[In the case of Pool Number [ ], the principal and interest payment scheduled to be made
on the first business day of each month is as follows:
From [

] through, and including, [

]

$

From [

] through, and including, [

]

$

In [

]

The remaining balance of all unpaid
principal plus accrued interest thereon.]

Furthermore, in the absence of a change in the amortization schedule of the Mortgage
Loans, Mortgage Loans that provide for level monthly payments may still receive non-level
payments as a result of the fact that, at any time:
•

FHA may permit any Mortgage Loan to be refinanced or partially prepaid without
regard to any lockout period or Prepayment Penalty; and

•

condemnation of, or occurrence of a casualty loss on, the Mortgaged Property
securing any Mortgage Loan or the acceleration of payments due under any
Mortgage Loan by reason of a default may result in prepayment.

“Due-on-Sale” Provisions. The Mortgage Loans do not contain “due-on-sale” clauses
restricting sale or other transfer of the related Mortgaged Property. Any transfer of the
Mortgaged Property is subject to HUD review and approval under the terms of HUD’s
Regulatory Agreement with the owner, which is incorporated by reference into the mortgage.
Prepayment Restrictions. [Certain of the] [All of the] [The] Mortgage Loans have
lockout provisions that prohibit voluntary prepayment for a number of years following
origination. The Mortgage Loans [underlying the Group [ ] Trust Assets] have remaining
lockout terms that range from approximately [ ] to [ ] months, with a weighted average
remaining lockout term of approximately [ ] months. [The Mortgage Loans underlying the
Group [ ] Underlying Certificate Trust Assets have remaining lockout terms that range from
approximately [ ] to [ ] months[, with a weighted average remaining lockout term of
S-24

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approximately [ ] months]. See the Updated Exhibits A in Exhibit D for additional information
with respect to remaining lockout periods.] The enforceability of these lockout provisions under
certain state laws is unclear.
[Certain of the] [The] Mortgage Loans have a period (a “Prepayment Penalty Period”)
during which voluntary prepayments must be accompanied by a prepayment penalty equal to a
specified percentage of the principal amount of the Mortgage Loan being prepaid (each a
“Prepayment Penalty”). Each Prepayment Penalty Period will follow the termination of the
[applicable] lockout period[, or, if no lockout period applies, the applicable Issue Date]. See
“Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans” [,
in the case of the Group [ ] Securities,] in Exhibit A to this Supplement [and in the case of the
Group [ ] Securities, the Updated Exhibit[s] A in Exhibit [D] to this supplement]. [NOTE TO
TRUST COUNSEL: List any special circumstances regarding the lockout periods of certain
mortgage loans.]
[In the case of the Group [ ] Securities,] Exhibit A [and, in the case of the Group [ ]
Securities, Exhibit [D],] to this Supplement set[s] forth, for each Mortgage Loan, as applicable, a
description of the related Prepayment Penalty, if any, the period during which the Prepayment
Penalty applies and the first month in which the borrower may prepay the Mortgage Loan.
Notwithstanding the foregoing, FHA guidelines require all of the Mortgage Loans to
include a provision that allows FHA to override any lockout and/or Prepayment Penalty
provisions if FHA determines that it is in the best interest of the federal government to allow the
mortgagor to refinance or partially prepay the Mortgage Loan without restrictions or penalties
and any such payment will avoid or mitigate an FHA insurance claim.
[Notwithstanding the foregoing, the [Trust] [or] [the] [related] [Underlying Trust][, as
applicable,] will not be entitled to receive any principal prepayments or any applicable
Prepayment Penalties with respect to the Trust CLC Mortgage Loans until the earliest of (i) the
liquidation of such Mortgage Loans, (ii) at the related Ginnie Mae Issuer’s option, either (a) the
first Ginnie Mae Certificate Payment Date of the Ginnie Mae Project Loan Certificate following
the conversion of the Ginnie Mae Construction Loan Certificate or (b) the date of conversion of
the Ginnie Mae Construction Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii)
the applicable Maturity Date. However, the Holders of the Securities will not receive any such
amounts until the next Distribution Date and will not be entitled to receive any interest on such
amount.]
[Coinsurance. Certain of the Mortgage Loans may be federally insured under FHA
coinsurance programs that provide for the retention by the mortgage lender of a portion of the
mortgage insurance risk that otherwise would be assumed by FHA under the applicable FHA
insurance program. As part of such coinsurance programs, FHA delegates to mortgage lenders
approved by FHA for participation in such coinsurance programs certain underwriting functions
generally performed by FHA. Accordingly, there can be no assurance that such mortgage loans
were underwritten in conformity with FHA underwriting guidelines applicable to mortgage loans
that were solely federally insured or that the default risk with respect to coinsured mortgage
loans is comparable to that of FHA-insured mortgage loans generally. As a result, there can be
no assurance that the likelihood of future default or the rate of prepayment on coinsured
Mortgage Loans will be comparable to that of FHA-insured mortgage loans generally.]

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The Trustee Fee
On each Distribution Date, the Trustee will retain a fixed percentage of all principal and
interest distributions received on [specified] [Trust Assets] in payment of its fee (the “Trustee
Fee”).
GINNIE MAE GUARANTY
The Government National Mortgage Association (“Ginnie Mae”), a wholly-owned
corporate instrumentality of the United States of America within HUD, guarantees the timely
payment of principal and interest on the Securities. The General Counsel of HUD has provided
an opinion to the effect that Ginnie Mae has the authority to guarantee multiclass securities and
that Ginnie Mae guaranties will constitute general obligations of the United States, for which the
full faith and credit of the United States is pledged. See “Ginnie Mae Guaranty” in the
Multifamily Base Offering Circular. Ginnie Mae does not guarantee the collection or the
payment to Holders of any Prepayment Penalties.
DESCRIPTION OF THE SECURITIES
General
The description of the Securities contained in this Supplement is not complete and is
subject to, and is qualified in its entirety by reference to, all of the provisions of the Trust
Agreement. See “Description of the Securities” in the Multifamily Base Offering Circular.
Form of Securities
[Each Class of Securities other than the Residual Securities] [Class [ ]] initially will be
issued and maintained in book-entry form and may be transferred only on the Fedwire BookEntry System. Beneficial Owners of Book-Entry Securities will ordinarily hold these Securities
through one or more financial intermediaries, such as banks, brokerage firms and securities
clearing organizations that are eligible to maintain book-entry accounts on the Fedwire BookEntry System. By request accompanied by the payment of a transfer fee of $25,000 per
Certificated Security to be issued, a Beneficial Owner may receive a Regular Security in
certificated form.
The Residual Securities will not be issued in book-entry form but will be issued in fully
registered, certificated form and may be transferred or exchanged, subject to the transfer
restrictions applicable to Residual Securities set forth in the Trust Agreement, at the Corporate
Trust Office of the Trustee located at [INSERT ADDRESS OF TRUSTEE]. See “Description
of the Securities—Forms of Securities; Book-Entry Procedures” in the Multifamily Base
Offering Circular.
Each Class [(other than the Increased Minimum Denomination Class[es])] will be issued
in minimum dollar denominations of initial principal [or notional] balance of $1,000 and integral
multiples of $1 in excess of $1,000. [The Increased Minimum Denomination Class[es] will be
issued in minimum denominations that equal $100,000 in initial [principal] [or] [notional]
balance] [for Class [ ] and $[ ] for Class [ ]. [NOTE TO TRUST COUNSEL: If more than
two Classes are Increased Minimum Denomination Classes, use the following:

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The Increase Minimum Denomination Classes will be issued in the following minimum
denominations:
Class

[
[
[

Minimum Denomination

]
]
]

[
[
[

]
]
]*

*Notional balance
See Schedule I to this Supplement for the increased minimum denominations of the MX
Class[es].
Distributions
Distributions on the Securities will be made on each Distribution Date, as specified under
“Terms Sheet—Distribution Date[s]” in this Supplement. On each Distribution Date for a
Security, or in the case of the Certificated Securities, on the first Business Day after the related
Distribution Date, the Distribution Amount will be distributed to the Holders of record as of the
close of business on the last Business Day of the calendar month immediately preceding the
month in which the Distribution Date occurs. Beneficial Owners of Book-Entry Securities will
receive distributions through credits to accounts maintained for their benefit on the books and
records of the appropriate financial intermediaries. Holders of Certificated Securities will
receive distributions by check or, subject to the restrictions set forth in the Multifamily Base
Offering Circular, by wire transfer. See “Description of the Securities — Distributions” and “—
Method of Distributions” in the Multifamily Base Offering Circular.]
Interest Distributions
The Interest Distribution Amount will be distributed on each Distribution Date to the
Holders of all Classes of Securities entitled to distributions of interest.
•

Interest will be calculated on the basis of a 360-day year consisting of twelve 30­
day months.

•

Interest distributable on any Class for any Distribution Date will consist of 30
days’ interest on its Class Principal Balance [(or Class Notional Balance)] as of
the related Record Date.

•

Investors can calculate the amount of interest to be distributed [(or accrued, in the
case of the Accrual Class[es]] on each Class of Securities for any Distribution
Date by using the Class Factors published in the preceding month. See “—Class
Factors” below.

Categories of Classes
For purposes of interest distributions, the Classes will be categorized as shown under
“Interest Type” on the front cover of this Supplement [and on Schedule I to this Supplement].
The abbreviations used on the front cover[,] [and] [in the Terms Sheet] [and on Schedule I to this
Supplement] are explained under “Class Types” in Appendix I to the Multifamily Base Offering
Circular.
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Accrual Period[s]
[The Accrual Period for each Class is set forth in the table below:
Class

Accrual Period

[Fixed Rate Class[es]] [and The calendar month preceding the related Distribution Date
Delay Class[es]]
[[Floating Rate] [and] [Inverse From the 16th day of the month preceding the related
Floating Rate Classes] [other Distribution Date through the 15th day of the month of that
than Delay Class[es]]
Distribution Date]
[The Accrual Period for each Regular Class is the calendar month preceding the related
Distribution Date.]
[Fixed Rate Class[es]
Each [Fixed Rate] [Regular] Class will bear interest at the per annum Interest Rate shown
on the front cover of this Supplement [or on Schedule I to this Supplement].]
[[Floating Rate] [and] [Inverse Floating Rate] Class[es]
The [Floating Rate] [and] [Inverse Floating Rate] Class[es] will bear interest as shown
under “Terms Sheet — Interest Rates” in this Supplement. The Interest Rates for the [Floating
Rate] [and] [Inverse Floating Rate] Class[es] will be based on [LIBOR]. [LIBOR will be
determined based on the [BBA LIBOR] [LIBO] method, as described under “Description of the
Securities — Interest Rate Indices — Determination of LIBOR — [BBA LIBOR][LIBO
Method]” in the Multifamily Base Offering Circular.]]
For information regarding the manner in which the Trustee determines [LIBOR] and
calculates the Interest Rates for the [Floating Rate] [and] [Inverse Floating Rate] Class[es], see
“Description of the Securities — Interest Rate Indices — Determination of [LIBOR]” in the
Multifamily Base Offering Circular.
The Trustee’s determination of [LIBOR] and its calculation of the Interest Rates will be
final, except in the case of clear error. Investors can obtain [LIBOR] levels and Interest Rates
for the current and preceding Accrual Periods from Ginnie Mae’s Multiclass Securities e-Access
located on Ginnie Mae’s website (“e-Access”) or by calling the Information Agent at (800) 234­
GNMA.]
[Weighted Average Coupon Class[es]
The Weighted Average Coupon Class[es] will bear interest [at per annum Interest Rates
based on Group [ ] WACR or Group [ ] WACR] as shown under “Terms Sheet - Interest Rates”
in this Supplement.
The Trustee’s determination of these Interest Rates will be final except in the case of
clear error. Investors can obtain Interest Rates for the current and preceding Accrual Periods
from [Ginnie Mae’s Multiclass Securities] e-Access[located on Ginnie Mae’s website (“eAccess”)], or by calling the Information Agent at (800) 234-GNMA.]
[Partial Accrual Class
Class [
] is a Partial Accrual Class. Interest will accrue on the Partial Accrual Class
and be distributed as described under “Terms Sheet—Partial Accrual Class” in this Supplement.]
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[Accrual Class[es]
[Each of] Class [
] [and Class [
]] is an Accrual Class. Interest will accrue on the
Accrual Class[es] and be distributed as described under “Terms Sheet—Accrual Class[es]” in
this Supplement.]
Principal Distributions
The [Group [ ]] [Principal Distribution Amount] [or the] [Adjusted Principal Distribution
Amount] [for each Security Group, as applicable,][and the Accrual Amount[s]] will be
distributed to the Holders entitled thereto as described above under “Terms Sheet—Allocation of
Principal” in this Supplement.
Investors can calculate the amount of principal to be distributed with respect to any
Distribution Date by using the Class Factors published in the preceding and current months. See
“—Class Factors” below.
Categories of Classes[ and Components]
For purposes of principal distributions, the Classes will be categorized as shown under
“Principal Type” on the front cover [and on Schedule I] of this Supplement, [and Components
will be categorized as shown above under “Terms Sheet—Component Classes” in this
Supplement]. The abbreviations used on the front cover [,] [and] [in the Terms Sheet] [and on
Schedule I to this Supplement] are explained under “Class Types” in Appendix I to the
Multifamily Base Offering Circular.
[Component Class[es]
[Each of] [Class ] [and Class
] [is] a Component Class and has Components with
the designations and characteristics shown under “Terms Sheet—Component Classes” in this
Supplement. Components will not be separately issued or transferable.]
[Notional Class[es]
The Notional Class[es] will not receive principal distributions. For convenience in
describing interest distributions, the Notional Class[es] will have the original Class Notional
Balance[s] shown on the front cover [and on Schedule I] of this Supplement]. The Class
Notional Balance[s] will be reduced as shown under “Terms Sheet—Notional Class[es]” in this
Supplement.]
Prepayment Penalty Distributions
The Trustee will distribute any Prepayment Penalties that are received by the Trust
during the related interest Accrual Period as described in “Terms Sheet—Allocation of
Prepayment Penalties” in this Supplement.
Residual Securities
[The Class R Securities will represent the beneficial ownership of the Residual Interest in
the Trust REMIC.] [The Class RR Securities will represent the beneficial ownership of the
Residual Interest [in each Trust REMIC] [in the Issuing REMIC and the beneficial ownership of
the Residual Interest in [the] [each] Pooling REMIC], as described under “Certain Federal
Income Tax Consequences” in the Multifamily Base Offering Circular.] [The Class RI
Securities will represent the beneficial ownership of the Residual Interest in the Issuing REMIC,

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and the Class RP Securities will represent the beneficial ownership of the Residual Interest in
[the] [each] Pooling REMIC, as described in “Certain Federal Income Tax Consequences” in the
Multifamily Base Offering Circular.] [The Class [R] [RR] [RI and Class RP] Securities have no
Class Principal Balance and do not accrue interest.] [In addition to payments of principal and
interest, the] [The] Class [R] [RR] [RI and RP] Securities will be entitled to receive the proceeds
of the disposition of any assets remaining in the [related] Trust REMIC[s] after the Class
Principal Balance of each Class of Regular Securities has been reduced to zero. However, any
remaining proceeds are not likely to be significant. The Residual Securities may not be
transferred to a Plan Investor, a Non-U.S. Person or a Disqualified Organization.
Class Factors
The Trustee will calculate and make available for each Class of Securities, no later than
the day preceding the Distribution Date, the factor (carried out to eight decimal places) that when
multiplied by the Original Class Principal Balance [(or original Class Notional Balance)] of that
Class, determines the Class Principal Balance [(or Class Notional Balance)] after giving effect to
the distribution of principal to be made on the Securities [(and any addition to the Class Principal
Balance of [the] [any] [Partial] Accrual Class)] [or any reduction of Class Notional Balance] on
that Distribution Date (each, a “Class Factor”).
•

The Class Factor for any Class of Securities for the month following the issuance
of the Securities will reflect its remaining Class Principal Balance [(or Class
Notional Balance)] after giving effect to any principal distribution [(or addition to
principal)] to be made or any reduction of Class Notional Balance on the
Distribution Date occurring in that month.

•

The Class Factor for each Class for the month of issuance is 1.00000000.

•

[The Class Factors for the MX Class[es] and the Class[es] of REMIC Securities
that are exchangeable for the MX Class[es] will be calculated assuming that the
maximum possible amount of each Class is outstanding at all times, regardless of
any exchanges that may occur.]

•

Based on the Class Factors published in the preceding and current months (and
Interest Rates), investors in any Class [(other than [the] [any] [Partial] Accrual
Class)] can calculate the amount of principal and interest to be distributed to that
Class[, and investors in [the] [any] [Partial] Accrual Class can calculate the total
amount of principal [and interest] to be distributed to (or interest to be added to
the Class Principal Balance of)] that Class on the Distribution Date in the current
month.

•

Investors may obtain current Class Factors on e-Access.

See “Description of the Securities—Distributions” in the Multifamily Base Offering
Circular.
[Trading
For the sole purpose of facilitating trading and settlement, the Principal Only Class[es]
will be treated as non-delay classes.] [NOTE TO TRUST COUNSEL: CONFIRM WITH
SPONSOR WHETHER PRINCIPAL ONLY CLASSES ARE TO BE MARKETED AS
DELAY OR NON-DELAY CLASSES.]
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Termination
The Trustee, at its option, may purchase or cause the sale of the Trust Assets and thereby
terminate the Trust on any Distribution Date on which the aggregate of the Class Principal
Balances of the Securities is less than 1% of the aggregate Original Class Principal Balances of
the Securities. The Trustee will terminate the Trust and retire the Securities on any Distribution
Date upon the Trustee’s determination that the REMIC status of [either] [the] [any] Trust
REMIC has been lost or that a substantial risk exists that this status will be lost for the then
current taxable year.
Upon any termination of the Trust, the Holder of any outstanding Security (other than a
Residual [or Notional Class] Security) will be entitled to receive that Holder’s allocable share of
the Class Principal Balance of that Class plus any accrued and unpaid interest thereon at the
applicable Interest Rate[, and any Holder of any outstanding Security of [any] [the] Notional
Class will be entitled to receive that Holder’s allocable share of any accrued and unpaid interest
thereon at the applicable Interest Rate]. The Residual Holders will be entitled to their pro rata
share of any assets remaining in the [related] Trust REMIC[s] after payment in full of the
amounts described in the foregoing sentence. However, any remaining assets are not likely to be
significant.
[Modification and Exchange
All or a portion of the Classes of REMIC Securities specified on the front cover may be
exchanged for a proportionate interest in the related MX Class [or Classes] shown on Schedule I
to this Supplement. Similarly, all or a portion of the related MX Class [or Classes] may be
exchanged for proportionate interests in the related Class [or Classes] of REMIC Securities [and,
in the case of Combination [ ], other related MX Classes]. This process may occur repeatedly.
Each exchange may be effected only in proportions that result in the principal and interest
entitlements of the Securities received being equal to the entitlements of the Securities
surrendered.
[In the case of Combination[s][,] [
], the Class [ ] and Class [ ] Securities may
be exchanged for proportionate interests in various subcombinations of MX Classes. Similarly,
all or a portion of these MX Classes may be exchanged for proportionate interests in the related
REMIC Securities or in other subcombinations of the MX Classes. Each subcombination may
be effected only in proportions that result in the principal and interest entitlements of the
Securities received being equal to the entitlements of the Securities surrendered. See the
example under “Description of the Securities—Modification and Exchange” in the Multifamily
Base Offering Circular.]
A Beneficial Owner proposing to effect an exchange must notify the Trustee through the
Beneficial Owner’s Book Entry Depository participant. This notice must be received by the
Trustee not later than two Business Days before the proposed exchange date. The exchange date
can be any Business Day other than the last Business Day of the month. The notice must contain
the outstanding principal balance of the Securities to be included in the exchange and the
proposed exchange date. The notice is required to be delivered to the Trustee in writing at its
Corporate Trust Office at [ADDRESS], Attention: [
]. The Trustee may be contacted
by telephone at [( )
] and by fax at [( )
].

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A fee will be payable to the Trustee in connection with each exchange equal to 1/32 of
1% of the outstanding principal balance [(or notional balance)] of the Securities surrendered for
exchange (but not less than $2,000 or more than $25,000) [; provided, however that no fee will
be payable in respect of an interest only security, unless all securities involved in the exchange
are interest only securities]. [If the notional balance of the interest only securities surrendered
exceeds that of the interest only securities received; the fee will be based on the latter.] The fee
must be paid concurrently with the exchange.
The first distribution on a REMIC Security or an MX Security received in an exchange
will be made on the Distribution Date in the month following the month of the exchange. The
distribution will be made to the Holder of record as of the Record Date in the month of
exchange.
See “Description of the Securities—Modification and Exchange” in the Multifamily Base
Offering Circular.]
YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS
General
The prepayment experience of the Mortgage Loans will affect the Weighted Average
Lives of and the yields realized by investors in the [related] [Underlying Certificates]
[Securities].
•

Mortgage Loan principal payments may be in the form of scheduled or
unscheduled amortization.

•

The terms of each Mortgage Loan provide that, following any applicable lockout
period, and upon payment of any applicable Prepayment Penalty, the Mortgage
Loan may be voluntarily prepaid in whole or in part.

•

In addition, in some circumstances FHA may permit a Mortgage Loan to be
refinanced or partially prepaid without regard to lockout or Prepayment Penalty
provisions. See “Characteristics of the Ginnie Mae Multifamily Certificates and
the Related Mortgage Loans” [, in the case of the Group [ ] Securities,] in Exhibit
A to this Supplement [and, in the case of the Group [ ] Securities, the Updated
Exhibit[s] A in Exhibit [D] to this Supplement].

•

The condemnation of, or occurrence of a casualty loss on, the Mortgaged Property
securing any Mortgage Loan or the acceleration of payments due under the
Mortgage Loan by reason of default may also result in a prepayment at any time.

Mortgage Loan prepayment rates are likely to fluctuate over time. No representation is
made as to the expected Weighted Average Lives of the Securities or the percentage of the
original unpaid principal balance of the Mortgage Loans that will be paid to Holders at any
particular time. A number of factors may influence the prepayment rate.
•

While some prepayments occur randomly, the payment behavior of the Mortgage
Loans may be influenced by a variety of economic, tax, geographic, demographic,
legal and other factors.

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•

These factors may include the age, geographic distribution and payment terms of
the Mortgage Loans; remaining depreciable lives of the underlying properties;
characteristics of the borrowers; amount of the borrowers’ equity; the availability
of mortgage financing; in a fluctuating interest rate environment, the difference
between the interest rates on the Mortgage Loans and prevailing mortgage interest
rates; the extent to which the Mortgage Loans are assumed or refinanced or the
underlying properties are sold or conveyed; changes in local industry and
population as they affect vacancy rates; population migration; and the
attractiveness of other investment alternatives.

•

These factors may also include the application of lockout periods or the
assessment of Prepayment Penalties. For a more detailed description of the
lockout and Prepayment Penalty provisions of the Mortgage Loans, see
“Characteristics of the Ginnie Mae Multifamily Certificates and the Related
Mortgage Loans” [, in the case of the Group [ ] Securities,] in Exhibit A to this
Supplement [and, in the case of the Group [ ] Securities, the Updated Exhibit[s] A
in Exhibit [D] to this Supplement].

No representation is made concerning the particular effect that any of these or other
factors may have on the prepayment behavior of the Mortgage Loans. The relative contribution
of these or other factors may vary over time.
[Notwithstanding the foregoing, the [Trust] [or the] [Underlying Trust][, as applicable,]
will not be entitled to receive any principal prepayments or any applicable Prepayment Penalties
with respect to the Trust CLC Mortgage Loans until the earliest of (i) the liquidation of such
Mortgage Loans, (ii) at the related Ginnie Mae Issuer’s option, either (a) the first Ginnie Mae
Certificate Payment Date of the Ginnie Mae Project Loan Certificate following the conversion of
the Ginnie Mae Construction Loan Certificate or (b) the date of conversion of the Ginnie Mae
Construction Loan Certificate to a Ginnie Mae Project Loan Certificate, and (iii) the applicable
Maturity Date. However, the Holders of the Securities will not receive any such amounts until
the next Distribution Date and will not be entitled to receive any interest on such amounts.]
In addition, following any Mortgage Loan default and the subsequent liquidation of the
underlying Mortgaged Property, the principal balance of the Mortgage Loan will be distributed
through a combination of liquidation proceeds, advances from the related Ginnie Mae Issuer and,
to the extent necessary, proceeds of Ginnie Mae’s guaranty of the Ginnie Mae Multifamily
Certificates.
•

As a result, defaults experienced on the Mortgage Loans will accelerate the
distribution of principal of the Securities. [As a result, defaults experienced on the
Mortgage Loans will accelerate the reduction of the notional balances of the
Underlying Certificates and Class [ ] Securities.]

•

Under certain circumstances, the Trustee has the option to purchase the Trust
Assets, thereby effecting early retirement of the Securities. See “Description of
the Securities—Termination” in this Supplement.

[Accretion Directed Classes
Classes [ ] and [ ] are Accretion Directed Classes. The [related] Accrual Amount will
be applied to making principal distributions on those Class[es] as described in this Supplement.
S-33

IV-3-33

[Class [ ] is a Notional Class whose Class Notional Balance is determined by reference to the
Class Principal Balance of Class [ ].]
[Each of Class [ ] and [ ] has the AD designation in the suffix position, rather than the
prefix position, in its class principal type because it does not have principal payment stability
through the applicable pricing prepayment assumption. Classes [ ] [NOTE TO TRUST
COUNSEL: INSERT SUFFIX AD CLASSES THAT WILL BE DISPLAYED IN THE
TABLE] will have principal payment stability only through the prepayment rate shown in the
table below.] [Classes [ ] and [ ] [NOTE TO TRUST COUNSEL: INSERT SUFFIX AD
CLASSES THAT WILL NOT BE DISPLAYED IN THE TABLE] are not listed in the table
below because, although they are entitled to receive payments from the related Accrual
Amounts, they do not have principal payment stability through any prepayment rate significantly
higher than 0% PSA.]
[The Accretion Directed Classes] [Class [ ] and Class [ ]] are entitled to principal
payments in an amount equal to interest accrued on the [related] Accrual Class[es]. [With
respect to the Classes listed in the table below] [Class __ and Class__], the Weighted Average
Life of each such Class cannot exceed its Weighted Average Life as shown in the following table
under any prepayment scenario, even a scenario where there are no prepayments.
• Moreover, based on the Modeling Assumptions, if the [related] Mortgage Loans
prepay at any constant rate at or below the rate for an Accretion Directed Class shown
in the table below, its Class Principal Balance [(or Class Notional Balance, in the case
of Class [ ])] would be reduced to zero on, but not before, its Final Distribution
Date, and its Weighted Average Life would equal its maximum Weighted Average
Life.
• However, the Weighted Average Lives of Classes [
] and [ ] [especially Classes
[ ] and [
], which are also Support Classes], will be reduced [, and may be
reduced significantly,] at prepayment speeds higher than the constant rates shown in
the table below. [See “Yield, Maturity and Prepayment Considerations — Decrement
Tables” in this Supplement.]
Accretion Directed Classes

Class

Maximum Weighted
Average Life
(in Years)

Final
Distribution Date

Prepayment Rate
at or below
% PSA
% PSA

The Mortgage Loans will have characteristics that differ from those of the Modeling
Assumptions. Therefore, even if the [related] Mortgage Loans prepay at a rate at or somewhat
below the “at or below” rate shown for any Accretion Directed Class, the Class Principal
Balance [(or Class Notional Balance, in the case of Class [ ])] of that Class could be reduced to
zero before its Final Distribution Date, and its Weighted Average Life could be shortened.]
[Securities that Receive Principal on the Basis of Schedules
As described in this Supplement, each [PAC], [Scheduled] and [TAC] Class will receive
principal payments in accordance with a schedule calculated on the basis of, among other things,

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a Structuring Range or Rate. See “Terms Sheet—Scheduled Principal Balances.” However,
whether any such Class will adhere to its schedule and receive “Scheduled Payments” on a
Distribution Date will largely depend on the level of prepayments experienced by the related
Mortgage Loans.
Each [PAC], [Scheduled] and [TAC] Class exhibits an Effective Range [or Rate] of
constant prepayment rates at which such Class will receive Scheduled Payments. That range [or
rate] may differ from the Structuring Range [or Rate] used to create the related principal balance
schedule. Based on the Modeling Assumptions, the initial Effective Ranges [or Rates] for the
PAC, [Scheduled] and [TAC] Classes [and Components] are as follows:
PAC Class[es] [and Components]
..........................................................................................................
..........................................................................................................
..........................................................................................................

Initial Effective Range[s]
% PSA through % PSA

% PSA through % PSA

% PSA through % PSA

Scheduled Class[es] [and Components]

..........................................................................................................
..........................................................................................................
..........................................................................................................

Initial Effective Range[s]
% PSA through % PSA

% PSA through % PSA

% PSA through % PSA

TAC Class[es] [and Components]
..........................................................................................................
..........................................................................................................

Initial Effective Rate[s]
% PSA through % PSA

% PSA through % PSA

• The principal payment stability of the PAC Class[es] [and Components] will be
supported [in part] by the related [Scheduled], [TAC] and [Support] Class[es] [and
Components].
• The principal payment stability of the Scheduled Class[es] [and Components] will be
supported [in part] by the related [TAC] and [Support] Class[es] [and Components].
• The principal payment stability of the TAC Class[es] [and Components] will be
supported [in part] by the related Support Class[es] [and Components].
If all of the Classes [and Components] supporting a given Class [or Component] are
retired before the Class [or Component] being supported is retired, the outstanding Class
[or Component] will no longer have an Effective Range [or Rate] and will become more
sensitive to prepayments on the [related] Mortgage Loans.
Moreover, the Mortgage Loans will not prepay at any constant rate. Non-constant
prepayment rates can cause any [PAC], [Scheduled] or [TAC] Class [or Component] not to
receive Scheduled Payments, even if prepayment rates remain within the initial Effective Range
[(or if prepayment rates average the Effective Rate)], if any, for that Class [or Component].
Further, the Effective Range for any [PAC] or [Scheduled] Class [or Component] can narrow or
shift over time [and the Effective Rate for any TAC Class [or Component] can change or cease
to exist] depending on the actual characteristics of the [related] Mortgage Loans.
If the [related] Mortgage Loans prepay at rates that are generally below the Effective
Range [or Rate] for any [PAC], [Scheduled] or [TAC] Class [or Component], the amount
available to pay principal on the Securities may be insufficient to produce Scheduled Payments

S-35

IV-3-35

on the [related] [PAC][,] [Scheduled] [and] [TAC] Classes [and Components], [if any], and its
Weighted Average Life may be extended, perhaps significantly.]
If the [related] Mortgage Loans prepay at rates that are generally above the Effective
Range [or Rate] for any [PAC], [Scheduled] or [TAC] Class [or Component], its supporting
Classes [and Components] may be retired earlier than that [PAC], [Scheduled] or [TAC] Class
[or Component], and the Weighted Average Life of the [PAC], [Scheduled] or [TAC] Class [or
Component] may be shortened, perhaps significantly.]
Assumability
Each Mortgage Loan may be assumed, subject to HUD review and approval, upon the
sale of the related Mortgaged Property. See “Yield, Maturity and Prepayment Considerations—
Assumability of Mortgage Loans” in the Multifamily Base Offering Circular.
Final Distribution Date
The Final Distribution Date for each Class, which is set forth on the front cover of this
Supplement [or on Schedule I to this Supplement], is the latest date on which the related Class
Principal Balance [or Class Notional Balance] will be reduced to zero.
• The actual retirement of any Class may occur earlier than its Final Distribution Date.
• According to the terms of the Ginnie Mae Guaranty, Ginnie Mae will guarantee
payment in full of the Class Principal Balance of each Class of Securities no later
than its Final Distribution Date.
Modeling Assumptions
[Unless otherwise indicated,] the [decrement][various] tables [and other statistical
information] that follow are based on the following assumptions (the “Modeling Assumptions”),
among others:
1. The Mortgage Loans underlying the [Group [ ]] Trust Assets have the characteristics
shown under “Characteristics of the Ginnie Mae Multifamily Certificates and the Related
Mortgage Loans” in Exhibit A to this Supplement[, and the Group [ ] Underlying Certificate
Trust Assets have the characteristics shown under the Updated Exhibit[s] A in Exhibit [D] of this
Supplement].
2. [There are no voluntary prepayments during any lockout period.] [All of the
Mortgage Loans underlying each Underlying Certificate have amortization schedules that
provide for level monthly payments.]
3. [There are no prepayments on any Trust CLC.]
4. [With respect to each Trust PLC, the Mortgage Loans][The Mortgage Loans]
prepay[s] at [100%] PLD (as defined under “—Prepayment Assumptions in this Supplement)
and, beginning on the applicable Lockout End Date[, or if no lockout period applies, the
applicable Issue Date)], at the constant percentages of [CPR] [
] (described below) shown in
the related table.]
5. [For the Group [ ] Mortgage Loans,] the Issue Date, Lockout End Date and
Prepayment Penalty End Date of each Ginnie Mae Multifamily Certificate is the first day of the
month indicated on Exhibit A.]

S-36

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6. [For the Group [ ] Mortgage Loans, the Issue Date, Lockout End Date and
Prepayment Penalty End Date of each Ginnie Mae Multifamily Certificate indicated on the
applicable Updated Exhibit A in Exhibit [D] represent the same day of the month as in the
related Underlying Certificate Disclosure Document.]
7. Distributions on the Securities, including all distributions of prepayments on the
Mortgage Loans, are always received on the 16th day of the month, whether or not a Business
Day, commencing in [
] 20[ ].
8. [[One hundred percent] ([100]%) of the Prepayment Penalties are received by the
Trustee [on the Group [ ] Trust Assets] are distributed to Class [ ] [and [One hundred percent]
([100]%) of any Prepayment Penalties received by the Trustee [on the Group [ ] Trust Assets] are
distributed to Class [ ]] .] [Any Prepayment Penalties received on the Trust Assets are
distributed as follows: [ ]% to Class [ ] and [ ]% to the Trustee.]
9. A termination of the Trust [or the Underlying Trust[s]] does not occur.
10. The Closing Date for the Securities is [

] , 20[ ].

11. No expenses or fees are paid by the Trust other than the Trustee Fee.
12. [Each Trust CLC converts to a Trust PLC on the date on which amortization
payments are scheduled to begin on the related Mortgage Loan.]
13. [Each Class is held from the Closing Date and is not exchanged in whole or in part.]
14. [Distributions on the Underlying Certificate[s] are made as described in the [related]
Underlying Certificate Disclosure Document[s].]
15. [Other or different assumptions, as applicable.]
When reading the [decrement] tables and the related text, investors should bear in mind
that the Modeling Assumptions, like any other stated assumptions, are unlikely to be entirely
consistent with actual experience.
• For example, many Distribution Dates will occur on the first Business Day after the
16th of the month, [prepayments may not occur during the Prepayment Penalty
Period,] and the Trustee may cause a termination of the Trust as described under
“Description of the Securities—Termination” in this Supplement.
• In addition, distributions on the Securities are based on Certificate Factors, Corrected
Certificate Factors, and Calculated Certificate Factors, if applicable, which may not
reflect actual receipts on the Trust Assets.
See “Description of the Securities—Distributions” in the Multifamily Base Offering
Circular.
Prepayment Assumptions
Prepayments of mortgage loans are commonly measured by a prepayment standard or
model. [One of the models used in this Supplement is the constant prepayment rate (“CPR”)
model, which represents an assumed constant rate of voluntary prepayment each month relative
to the then outstanding principal balance of the Mortgage Loans underlying any Trust PLC to
which the model is applied. See “Yield, Maturity and Prepayment Considerations—Prepayment
Assumption Models” in the Multifamily Base Offering Circular.]
S-37

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[In addition, this Supplement uses another model to measure involuntary prepayments.
This model is the Project Loan Default or PLD model provided by the Sponsor [and the CoManager]. The PLD model represents an assumed rate of involuntary prepayments each month
as specified in the table below (the “PLD Model Rates”), in each case expressed as a per annum
percentage of the then-outstanding principal balance of each of the Mortgage Loans [underlying
any Trust PLC] in relation to its loan age. For example, 0% PLD represents 0% of such assumed
rate of involuntary prepayments; 50% PLD represents 50% of such assumed rate of involuntary
prepayments; 100% PLD represents 100% of such assumed rate of involuntary prepayments; and
so forth.
The following PLD model table was prepared on the basis of 100% PLD. Ginnie Mae
had no part in the development of the PLD model and makes no representation as to the accuracy
or reliability of the PLD model.
Project Loan Default
Mortgage Loan Age
Involuntary Prepayment Default
(in months)(1)
Rate (2)
1-12
13-24
25-36
37-48
49-60
61-72
73-84
85-96
97-108
109-168
169-240
241-maturity

1.30%
2.47
2.51
2.20
2.13
1.46
1.26
0.80
0.57
0.50
0.25
0.00

(1) For purposes of the PLD model, Mortgage Loan Age means the number of months elapsed since the Issue Date
indicated on Exhibit A. [In the case of any Trust CLC Mortgage Loans [and any Trust PLC Mortgage Loan
with a Remaining Interest Only Period greater than zero,] the Mortgage Loan Age is the number of months that
have elapsed after the expiration of the Remaining Interest Only Period indicated on Exhibit A.]
(2) Assumes that involuntary prepayments start immediately.

[Another model used in this Supplement is a prepayment standard or model called [
], which has been provided by the Sponsor to measure involuntary prepayments.
[Description of what the model represents]
Ginnie Mae had no part in the development of this model and makes no representation about the
accuracy or reliability of this model.]
The decrement table[s] set forth below are based on the assumption that the [Trust PLC]
Mortgage Loans prepay at the indicated percentages of CPR (the “CPR Prepayment Assumption
Rates”) [and 100% PLD] [and that the Trust CLC Mortgage Loans prepay at 0% CPR and 0%
PLD until the Trust CLCs convert to Ginnie Mae Project Loan Certificates, after which they
prepay at the CPR Prepayment Assumption Rates and 100% PLD]. [It is unlikely that the
Mortgage Loans will prepay at any of the [CPR] Prepayment Assumption Rates [or PLD
Model Rates] and the timing of changes in the rate of prepayments actually experienced on

S-38

IV-3-38

the Mortgage Loans is unlikely to follow the pattern described for the [CPR] Prepayment
Assumption Rates [or PLD Model Rates].
Decrement Table[s]
The decrement table[s] set forth below illustrate the percentage of the Original Class
Principal Balance [(or, in the case of [a] [the] Notional Class, the original Class Notional
Balance)] that would remain outstanding following the distribution made each specified month
for each Regular [or MX] Class, based on the assumption that the [related] [Trust PLC]
Mortgage Loans prepay at the [CPR] Prepayment Assumption Rates [and 100% PLD] [and the
Trust CLC Mortgage Loans prepay at 0% CPR and 0% PLD until the Trust CLCs convert to
Ginnie Mae Project Loan Certificates, after which they prepay at the [CPR] Prepayment
Assumption Rates and 100% PLD]. The percentages set forth in the following decrement tables
have been rounded to the nearest whole percentage (including rounding down to zero).
The decrement table[s] also indicate the Weighted Average Life of each Class under each
[[CPR] Prepayment Assumption Rate and the PLD percentage rates indicated above for the
[Trust PLC] Mortgage Loans [and the Trust CLC Mortgage Loans] [[CPR] Prepayment
Assumption Rate and 100% PLD based on the assumptions indicated above for the Mortgage
Loans.] The Weighted Average Life of each Class is calculated by:
(a)

multiplying the net reduction, if any, of the Class Principal Balance [(or the net
reduction of the Class Notional Balance, in the case of [any] [the] Notional
Class)] from one Distribution Date to the next Distribution Date by the number of
years from the date of issuance thereof to the related Distribution Date,

(b)

summing the results, and

(c)

dividing the sum by the aggregate amount of the assumed net reductions in
principal balance or notional amount, as applicable, referred to in clause (a).

[The Weighted Average Lives are likely to vary, perhaps significantly, from those
set forth in the tables below due to the differences between the actual rate of prepayments
on the Mortgage Loans underlying the [Ginnie Mae Multifamily Certificates] [Trust
Assets] and the Modeling Assumptions.]
[The information shown for [the] [each] Notional Class is for illustrative purposes only,
as a Notional Class is not entitled to distributions of principal and has no weighted average life.
The weighted average life shown for [the] [each] Notional Class has been calculated on the
assumption that a reduction in the Class Notional Balance thereof is a distribution of principal.]

S-39

IV-3-39

Percentages of Original Class Principal [(or Class Notional)] Balances
and Weighted Average Lives

Distribution Date
Initial Percent
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
Weighted Average
Life (years) ....................

Distribution Date
Initial Percent
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
[Month] 20[ ] . . . .
Weighted Average
Life (years) ....................

0%
100

0%
100

%
100

Class [ ]
%
100

%
100

Class [ ]
%
100

%
100

%
100

%
100

[CPR] Prepayment Assumption Rates
Class [ ]
0%
%
%
%
%
100
100
100
100
100

0%
100

%
100

Class [ ]
%
100

%
100

%
100

%
100

[CPR] Prepayment Assumption Rates
Class [ ]
0%
%
%
%
%
100
100
100
100
100

0%
100

%
100

Class [ ]
%
100

%
100

%
100

S-40

IV-3-40

[CPR] Prepayment Assumption Rates
Distribution Date
Initial Percent
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
[Month] 20[ ] . . .
Weighted Average
Life (years).....................

0%
100

%
100

Class [ ]
%
100

%
100

S-41

%
100

0%
100

%
100

Class [ ]
%
100

%
100

%
100

IV-3-41

Yield Considerations
An investor seeking to maximize yield should make a decision whether to invest in any
Class based on the anticipated yield of that Class resulting from its purchase price[,] [and] the
investor’s own projection of Mortgage Loan prepayment rates under a variety of scenarios[,
[and] [the investor’s own projection of the likelihood of extensions of the maturity of any Trust
CLC or delays with respect to the conversion of a Trust CLC to a Ginnie Mae Project Loan
Certificate][,] [and] [in the case of a [Floating Rate] [or an] [Interest Only] [Inverse Floating
Rate] Class, the investor’s own projection of levels of [LIBOR] under a variety of scenarios][,]
[and [in the case of the Group [ ] Securities] the investor’s own projection of [the] [principal]
payment rates] [rates of reduction in notional balance] on [the] [each] Underlying Certificate[s]
under a variety of scenarios]. No representation is made regarding Mortgage Loan
prepayment rates[, LIBOR levels] [, Underlying Certificate [payment rates] [rates of
reduction]] [, the occurrence and duration of extensions, if any, the timing of conversion, if
any,] or the yield of any Class.
Prepayments: Effect on Yields
The yields to investors will be sensitive in varying degrees to the rate of prepayments on
the [related] Mortgage Loans.
•

In the case of Regular Securities [or MX Securities] purchased at a premium,
[(especially the Interest Only Class[es])] faster than anticipated rates of principal
payments could result in actual yields to investors that are lower than the
anticipated yields.

•

[Investors in the Interest Only Class[es] should also consider the risk that rapid
rates of principal payments could result in the failure of investors to recover fully
their investments.]

•

In the case of Regular Securities [or MX Securities] purchased at a discount
[(especially the Principal Only Class[es])], slower than anticipated rates of
principal payments could result in actual yields to investors that are lower than the
anticipated yields.

See “Risk Factors—Rates of principal payments can reduce your yield” in this
Supplement.
[For Security Group [ ],] [certain of the] [Most of the] [The] Mortgage Loans prohibit
voluntary prepayment during specified lockout periods with remaining terms that range from
approximately [ ] to [ ] months. The Mortgage Loans have a weighted average remaining
lockout period of approximately [
] months and a weighted average remaining term to
maturity of [ ] months.
[For Security Group [ ],] certain of the Mortgage Loans prohibit voluntary prepayment
during specified lockout periods with remaining terms that range from [ ] to [ ] months. See the
Updated Exhibit[s] A in Exhibit [D] for additional information with respect to remaining lockout
periods.]
•

Certain of the] [The] Mortgage Loans also provide for payment of a Prepayment
Penalty in connection with prepayments for a period extending beyond the
lockout period. See “The Ginnie Mae Multifamily Certificates—Certain

S-42

IV-3-42

Additional Characteristics of the Mortgage Loans” and “Characteristics of the
Ginnie Mae Multifamily Certificates and the Related Mortgage Loans” [, in the
case of the Group [ ] Securities,] in Exhibit A to this Supplement [and, in the case
of the Group [ ] Securities, the Updated Exhibit[s] A in Exhibit [D] to this
Supplement]. The required payment of a Prepayment Penalty may not be a
sufficient disincentive to prevent a borrower from voluntarily prepaying a
Mortgage Loan.
•

In addition, in some circumstances FHA may permit a Mortgage Loan to be
refinanced or partially prepaid without regard to lockout or Prepayment Penalty
provisions.

[Notwithstanding the foregoing, the Trust will not be entitled to receive any principal
prepayments or any applicable Prepayment Penalties with respect to the Trust CLC Mortgage
Loans until the earliest of (i) the liquidation of such Mortgage Loans, (ii) at the related Ginnie
Mae Issuer’s option, either (a) the first Ginnie Mae Certificate Payment Date of the Ginnie Mae
Project Loan Certificate following the conversion of the Ginnie Mae Construction Loan
Certificate or (b) the date of conversion of the Ginnie Mae Construction Loan Certificate to a
Ginnie Mae Project Loan Certificate, and (iii) the applicable Maturity Date. However, the
Holders of the Securities will not receive any such amounts until the next Distribution Date and
will not be entitled to receive any interest on such amounts.]
Information relating to lockout periods and Prepayment Penalties is contained under
“Certain Additional Characteristics of the Mortgage Loans” and “Yield, Maturity and
Prepayment Considerations” in this Supplement[,] [and] in Exhibit A to this Supplement [and in
the applicable Updated Exhibit A in Exhibit [D] to this Supplement].
Rapid rates of prepayments on the Mortgage Loans are likely to coincide with periods of
low prevailing interest rates.
•

During periods of low prevailing interest rates, the yields at which an investor
may be able to reinvest amounts received as principal payments on the investor’s
Class of Securities may be lower than the yield on that Class.

Slow rates of prepayments on the Mortgage Loans are likely to coincide with periods of
high prevailing interest rates.
•

During periods of high prevailing interest rates, the amount of principal payments
available to an investor for reinvestment at those high rates may be relatively low.

The Mortgage Loans will not prepay at any constant rate until maturity, nor will all of the
Mortgage Loans prepay at the same rate at any one time. The timing of changes in the rate of
prepayments may affect the actual yield to an investor, even if the average rate of principal
prepayments is consistent with the investor’s expectation. In general, the earlier a prepayment of
principal on the Mortgage Loans, the greater the effect on an investor’s yield. As a result, the
effect on an investor’s yield of principal prepayments occurring at a rate higher (or lower) than
the rate anticipated by the investor during the period immediately following the Closing Date is
not likely to be offset by a later equivalent reduction (or increase) in the rate of principal
prepayments.

S-43

IV-3-43

[[LIBOR]: Effect on Yields of the [Floating Rate] [and] [Inverse Floating Rate] Class[es]
[Low levels of [LIBOR] can reduce the yield of the Floating Rate Class[es].] [ High
levels of [LIBOR] can [significantly] reduce the yield of the Inverse Floating Rate Class[es].] In
addition, [the] [certain] [Floating Rate Class[es] will not benefit from a higher yield at high
levels of LIBOR] [[and [the] [certain] [Inverse Floating Rate Class[es] ]may not benefit from
particularly low levels of LIBOR]] because the rate on such Class[es] is capped at a maximum
rate described under “Terms Sheet — Interest Rates.”]
[Payment Delay: Effect on Yields [of the Fixed Rate [and] [Delay] Class[es]]
The effective yield on any [Fixed Rate] [or] [Delay] Class will be less than the yield
otherwise produced by its Interest Rate and purchase price because on any Distribution Date, 30
days’ interest will be payable on [(or added to the principal amount of)] that Class even though
interest began to accrue approximately 46 days earlier.]
Yield Table[s]
The following table[s] show[s] the pre-tax yields to maturity on a corporate bond
equivalent basis of [specified Classes] [Class [ ]] [based on the assumption that the [Trust PLC]
Mortgage Loans prepay at the [CPR] Prepayment Assumption Rates and 100% PLD [and the
Trust CLC Mortgage Loans prepay at 0% CPR and 0% PLD until the Trust CLCs convert to
Ginnie Mae Project Loan Certificates after which they prepay at the [CPR] Prepayment
Assumption Rates and 100% PLD] [at various constant percentages of CPR and 100% PLD].
The Mortgage Loans will not prepay at any constant rate until maturity, [and it is unlikely
that [LIBOR] will remain constant]. Moreover, it is likely that the Mortgage Loans will
experience actual prepayment rates that differ from those of the Modeling Assumptions.
Therefore, the actual pre-tax yield of [any Class] [Class [ ]] may differ from those shown in the
[applicable] table below for that Class even if [the Class] [Class [ ]] is purchased at the assumed
price shown.
The yields were calculated by:
1.

determining the monthly discount rates that, when applied to the [applicable]
assumed streams of cash flows to be paid on [the] [applicable] [Class] [Class [
]], would cause the discounted present value of the assumed streams of cash flows
to equal the assumed purchase price of that Class plus accrued interest [(in the
case of interest-bearing Classes)], and

2.

converting the monthly rates to corporate bond equivalent rates.

These calculations do not take into account variations that may occur in the interest rates at
which investors may be able to reinvest funds received by them as distributions on their
Securities and consequently do not purport to reflect the return on any investment in [any Class]
[Class [ ]] when those reinvestment rates are considered.
The information set forth in the following table[s] was prepared on the basis of the
Modeling Assumptions and the assumption[s] that [(1)] the Interest Rate applicable to [each]
[the] Inverse Floating Rate Class for each Accrual Period following the first Accrual Period will
be based on the indicated level of [LIBOR] and [(2)] the purchase price of [each] [the] Class [ ]
(expressed as a percentage of its original [Class Principal Balance] [or] [Class Notional
Balance]) plus accrued interest [(in the case of the interest-bearing Classes)] is as indicated in the
S-44

IV-3-44

[related] table. The assumed purchase price is not necessarily that at which actual sales will
occur.
Security Group 1

Sensitivity of Class[ ] to Prepayments

Assumed Price [ ]%*

%
%

[CPR] Prepayment Assumption Rates

%
%
%
%
%
%

%
%

Sensitivity of Class [ ] to Prepayments

Assumed Price [
]%*

[LIBOR]
% [and below] .............
%..................................
% [and above]..............

[CPR] Prepayment Assumption Rates
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%

Sensitivity of Class [ ] to Prepayments
Assumed Price [
]%*
[LIBOR]
% [and below] .............
%..................................
% [and above]..............
*
**

[CPR] Prepayment Assumption Rates
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%
%

The price does not include accrued interest. Accrued interest has been added to the price in calculating the
yields set forth in the table.
Indicates that investors will suffer a loss of virtually all of their investment.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following tax discussion, when read in conjunction with the discussion of “Certain
Federal Income Tax Consequences” in the Multifamily Base Offering Circular, describes the
material federal income tax considerations for investors in the Securities. However, these two
tax discussions do not purport to deal with all federal tax consequences applicable to all
categories of investors, some of which may be subject to special rules.
U.S. Treasury Circular 230 Notice
The discussion contained in this Supplement and the Multifamily Base Offering
Circular as to certain federal tax consequences is not intended or written to be used, and
cannot be used, for the purpose of avoiding United States federal tax penalties. Such
discussion is written to support the promotion or marketing of the transactions or matters
addressed in this Supplement and the Multifamily Base Offering Circular. Each taxpayer
to whom such transactions or matters are being promoted, marketed or recommended
should seek advice based on its particular circumstances from an independent tax advisor.

S-45

IV-3-45

REMIC Election[s]
In the opinion of [insert name of Trust Counsel], the Trust will constitute a [Single]
[Double] REMIC Series for federal income tax purposes. Separate REMIC elections will be
made for the Pooling REMIC and the Issuing REMIC.
Regular Securities
The Regular Securities will be treated as debt instruments issued by the [Issuing] [Trust]
REMIC[s] for federal income tax purposes. Income on the Regular Securities must be reported
under an accrual method of accounting.
[The Class [ ] Securities are Principal Only Securities. Principal Only Securities are
treated for federal income tax purposes as having been issued with an amount of original issue
discount (“OID”) equal to the difference between their principal balance and their issue price.]
[The Class [ ] Securities are “Interest Weighted Securities” [and the Class [ ]
Securities are “Non-VRDI Securities,” each] as described in “Certain Federal Income Tax
Consequences—Tax Treatment of Regular Securities—Interest Weighted Securities and NonVRDI Securities” in the Multifamily Base Offering Circular. Although the tax treatment of
Interest Weighted Securities [and Non-VRDI Securities] is not entirely certain, Holders of the
Interest Weighted Securities [and Non-VRDI Securities] should expect to accrue all income on
these Securities (other than income attributable to market discount or de minimis market
discount) under the [original issue discount (“OID”)] rules based on the expected payments on
these Securities at the prepayment assumption described below.]
[The Class [ ] Securities are Accrual Securities. Holders of Accrual Securities are
required to accrue all income from their Securities (other than income attributable to market
discount or de minimis market discount) under the [original issue discount (“OID”)] rules based
on the expected payments on the Accrual Securities at the prepayment assumption described
below.]
[The Class Z Securities are Partial Accrual Securities that are “VRDIs” as described in
“Certain Federal Income Tax Consequences—Tax Treatment of Regular Securities—Variable
Rate Securities” in the Multifamily Base Offering Circular. Holders of the Partial Accrual
Securities will treat a portion of the interest accruals on the Securities equal to ____% times the
principal balance as qualified stated interest and the remainder of such interest accruals as
[original issue discounts (“OID”).]
[In addition to] [Other than] the Regular Securities described in the preceding [two]
[three] [paragraph[s]], based on anticipated prices (including accrued interest), certain Mortgage
Loan characteristics [and][,] the prepayment assumption[s] described below [and, for the Classes
listed below, the interest rate value described below], [no] Class of Regular Securities is
expected to be issued with OID.
Prospective investors in the Regular Securities should be aware, however, that the
foregoing expectations about OID could change because of differences between anticipated
purchase prices and actual purchase prices. The prepayment assumption that should be used in
determining the rates of accrual of OID, if any, on the Regular Securities is [ ]% [CPR] [and
100% PLD] (as described in “Yield, Maturity and Prepayment Considerations” in this
Supplement). [In the case of [the Floating Rate] [and Inverse Floating Rate] Classes, the interest
rate value to be used for these determinations is the initial Interest Rate[s] as set forth in the
S-46

IV-3-46

Terms Sheet under “Interest Rates.” No representation is made, however, about the rate at which
prepayments on the Mortgage Loans underlying the Ginnie Mae Multifamily Certificates
actually will occur [or the level of [LIBOR] at any time after the date of this Supplement]. See
“Certain Federal Income Tax Consequences” in the Multifamily Base Offering Circular.
The Regular Securities generally will be treated as “regular interests” in a REMIC for
domestic building and loan associations and “real estate assets” for real estate investment trusts
(“REITs”) as described in “Certain Federal Income Tax Consequences” in the Multifamily Base
Offering Circular. Similarly, interest on the Regular Securities will be considered “interest on
obligations secured by mortgages on real property” for REITs.
Residual Securities
[The Class R Securities will represent the beneficial ownership of the Residual Interest in
the Trust REMIC.] [The Class RR Securities will represent the beneficial ownership of the
Residual Interest in [each Trust REMIC] [the] [each] Pooling REMIC and the beneficial
ownership of the Residual Interest in the Issuing REMIC].] [The Class RI Securities will
represent the beneficial ownership of the Residual Interest in the Issuing REMIC, and the Class
RP Securities will represent the beneficial ownership of the Residual Interest in [the] [each]
Pooling REMIC.] The Residual Securities, i.e., the Class [R] [RR] [RI and RP] Securities,
generally will be treated as “residual interests” in a REMIC for domestic building and loan
associations and as “real estate assets” for REITs, as described in “Certain Federal Income Tax
Consequences” in the Multifamily Base Offering Circular, but will not be treated as debt for
federal income tax purposes. Instead, the Holders of the Residual Securities will be required to
report, and will be taxed on, their pro rata shares of the taxable income or loss of the [related]
Trust REMIC[s], and these requirements will continue until there are no [outstanding regular
interests in the respective Trust REMICs] [Securities of any Class outstanding] [, even though
the Holders previously may have received full payment of their stated interest and principal].
[Thus, Residual Holders will have taxable income attributable to the Residual Securities even
though they will not receive principal or interest distributions with respect to the Residual
Securities, which could result in a negative after-tax return for the Residual Holders.] [Even
though the Holders of the Class [RI] [RR] Securities are not entitled to any stated principal or
interest payments on the Class [RI] [RR] Securities,] the Trust REMICs may have substantial
taxable income in certain periods, and offsetting tax losses may not occur until much later
periods. Accordingly, a Holder of the Class [RI] [RR] Securities may experience substantial
adverse tax timing consequences.] Prospective investors are urged to consult their own tax
advisors and consider the after-tax effect of ownership of the Residual Securities and the
suitability of the Residual Securities to their investment objectives.
Prospective Holders of Residual Securities should be aware that, at issuance, based on the
expected prices of the Regular and Residual Securities and the prepayment assumption described
above, the residual interests represented by the Residual Securities will be treated as
“noneconomic residual interests” as that term is defined in Treasury regulations.
[OID Accruals on the Underlying Certificates will be computed using the same
prepayment assumption as set forth under “Certain Federal Income Tax Consequences - Regular
Securities” in this Supplement.]

S-47

IV-3-47

[MX Securities
For a discussion of certain federal income tax consequences applicable to the MX
Classes, see “Certain Federal Income Tax Consequences—Tax Treatment of MX Securities”,
“—Exchanges of MX Classes and Regular Classes” and “—Taxation of Foreign Holders of
REMIC Securities and MX Securities” in the Multifamily Base Offering Circular.]
Investors should consult their own tax advisors in determining the federal, state,
local and any other tax consequences to them of the purchase, ownership and disposition of
the Securities.
ERISA MATTERS
Ginnie Mae guarantees distributions of principal and interest with respect to the
Securities. The Ginnie Mae Guaranty is supported by the full faith and credit of the United
States of America. The Regular [and MX] Securities will qualify as “guaranteed governmental
mortgage pool certificates” within the meaning of a Department of Labor regulation, the effect of
which is to provide that mortgage loans and participations therein underlying a “guaranteed
governmental mortgage pool certificate” will not be considered assets of an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
or subject to section 4975 of the Code (each, a “Plan”) solely by reason of the Plan’s purchase
and holding of that certificate.
Governmental plans and certain church plans, while not subject to the fiduciary
responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and the
Code, may nevertheless be subject to local, state or other federal laws that are substantially
similar to the foregoing provisions of ERISA and the Code. Fiduciaries of any such plans should
consult with their counsel before purchasing any of the Securities.
Prospective Plan Investors should consult with their advisors, however, to determine
whether the purchase, holding, or resale of a Security could give rise to a transaction that is
prohibited or is not otherwise permissible under either ERISA or the Code.
See “ERISA Considerations” in the Multifamily Base Offering Circular.
The Residual Securities are not offered to, and may not be transferred to, a Plan Investor.
LEGAL INVESTMENT CONSIDERATIONS
Institutions whose investment activities are subject to legal investment laws and
regulations or to review by certain regulatory authorities may be subject to restrictions on
investment in the Securities. No representation is made about the proper characterization of
any Class for legal investment or other purposes, or about the permissibility of the
purchase by particular investors of any Class under applicable legal investment
restrictions.
Investors should consult their own legal advisors regarding applicable investment
restrictions and the effect of any restrictions on the liquidity of the Securities prior to
investing in the Securities.
See “Legal Investment Considerations” in the Multifamily Base Offering Circular.

S-48

IV-3-48

PLAN OF DISTRIBUTION
Subject to the terms and conditions of the Sponsor Agreement, the Sponsor has agreed to
purchase all of the Securities if any are sold and purchased. The Sponsor proposes to offer each
Class to the public from time to time for sale in negotiated transactions at varying prices to be
determined at the time of sale, plus accrued interest[, if any,]from [[
] 1, 20[ ]] on the
[Regular [and MX] Class[es]] [Fixed Rate Classes] [and from] [[
] [16], 20[ ] on the
[Floating Rate] [and] [Inverse Floating Rate] Class[es]]. The Sponsor may effect these
transactions by sales to or through certain securities dealers. These dealers may receive
compensation in the form of discounts, concessions or commissions from the Sponsor and/or
commissions from any purchasers for which they act as agents. Some of the Securities may be
sold through dealers in relatively small sales. In the usual case, the commission charged on a
relatively small sale of securities will be a higher percentage of the sales price than that charged
on a large sale of securities.
INCREASE IN SIZE
Before the Closing Date, Ginnie Mae, the Trustee and the Sponsor may agree to increase
the size of this offering. In that event, the Securities will have the same characteristics as
described in this Supplement, except that [(1)] the Original Class Principal Balance [(or original
Class Notional Balance)][,] [and] [(2)] [the Original Component Principal Balance of each
Component] will increase by the same proportion] [and] [(3)] [the Scheduled Principal Balances]
[and Aggregate Scheduled Principal Balances] of each Class [or Component]. The Trust
Agreement, the Final Data Statement [, the Final Schedules] and the Supplemental Statement, if
any, will reflect any increase in the size of the transaction.
LEGAL MATTERS
Certain legal matters will be passed upon for Ginnie Mae by [Thacher Proffitt & Wood
LLP, New York, New York] [and the Law Offices of Joseph C. Reid, P.A. Washington, DC],
[Hunton & Williams LLP] [and Harrell & Chambliss LLP, Richmond, Virginia], for the Trust
by [
] and for the Trustee by [
].

S-49

IV-3-49

[Schedule I]
[Available Combinations
REMIC Securities
Class

Security Group 1
Combination 1
Combination 2
Security Group 2
Combination 3
Combination 4
Security Group 3 and 4
Combination 5 (7)

Original [Class
Principal Balance]
[or] [Class
Notional Balance]

Related
MX Class

Maximum Original Class
[Principal Balance] [or]
[Class
Notional Balance](1)

$
$

$
$

$
$

$
$

Principal
Type (2)

MX Securities
Interest
Rate

Interest
Type (3)

CUSIP
Number

Final
Distribution
Date (3)

%
%

IV-3-50

(1) The amount shown for [each] [the] MX Class represents the maximum Original Class Principal Balance [(or original Class Notional Balance)] of that Class,
assuming it were to be issued on the Closing Date.
(2) As defined under “Class Types” in Appendix I to the Multifamily Base Offering Circular.
(3) See “Yield, Maturity and Prepayment Considerations—Final Distribution Date” in this Supplement.
(4) [Class [ ] will bear interest during each Accrual Period at a variable rate per annum as described in this Supplement.] [The Interest Rate[s] will be calculated as
described under] [See] “Terms Sheet—Interest Rates” in this Supplement.]
(5) [In the case of Combination[s] [ ] [and
] various subcombinations are permitted. See “Description of the Securities—Modification and Exchange” in the
Multifamily Base Offering Circular for a discussion of subcombinations.] ]
(6) [MX Class.]
(7) [[This] combination[s [ ] and [ ] are] [is] derived from REMIC Classes of separate Security Groups.]

[ Schedule II
SCHEDULED PRINCIPAL BALANCES
Distribution Date
......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

......................................................................

...................................................................... ]

Class[es] [ ]
[(in the aggregate)]

S-II-1

Class[es] [ ]
[(in the aggregate)]

IV-3-51

Exhibit A
[Group [ ] Trust Assets]
Characteristics of the [Group [ ]] Ginnie Mae Multifamily Certificates and the Related Mortgage Loans1
FHA
Progra
m/
Section
538
Guaran
Securit
tee
Pool
y
Progra
Number Type
m

City

Principal
Balance as
of the
State Cut-off Date

Mortgage
Interest
Rate

Monthly
Principal
and

Servicing
and
Maturit
Certificate Guaranty
y
Interest
Rate
Fee Rate
Date

†

Original
Term to
Maturity
(mos.)

Remaining
Term to
Maturity
(mos.)

Period
from
Issuance Issue
(mos.)
Date

Lockout
End
Date

Lockout/
Prepayment Prepaym
Penalty
ent
Remaining
End
Penalty
Lockout
Date
Period
Code

Total
Remaining
Lockout
and
Prepayment
Period
(mos.)

[Remaining
Interest Only
Period
(mos.)

††]

**

*

IV-3-52

[Based on publicly available information, including the disclosure documents for the Ginnie Mae Multifamily Certificates, the information with respect to the Mortgage
Loans set forth on this Exhibit A has been collected and summarized by the Sponsor [and the Co-Manager].
**
[Pool Number[s] [ ] [and [ ]] will have monthly principal and interest payments as described in this Supplement. See “Certain Additional Characteristics of the Mortgage
Loans — Level Payments” in this Supplement.]
†
[The principal and interest amounts shown in this column reflect only those amounts that are due in respect of the portion of each applicable Ginnie Mae Project Loan
Certificate that is a Trust PLC [or each Ginnie Mae Construction Loan Certificate that is a Trust CLC. Because Ginnie Mae Construction loans are not entitled to receive
principal payments, the amounts identified for each Trust CLC are based upon the assumption that the Trust CLC has converted to a Trust PLC].
††
[The remaining interest only period reflects the number of months remaining during which the Ginnie Mae Construction Loan Certificate is expected to remain outstanding,
based on the remaining construction period for the Ginnie Mae Construction Loan Certificate.]
Lockout and Penalty Codes:
(1)
Voluntary prepayment prohibited through the lockout end date, thereafter [prepayment is permitted without penalty] [ ].
(2)
[Lockout before the Lockout End Date; thereafter a Prepayment Penalty of 5% of the prepaid amount until the twelfth mortgage loan payment date beyond the Lockout
End Date disclosed above, declining thereafter by 1% annually up to but not including the Prepayment Penalty End Date [until it reaches 0%].
(3)
Lockout before the Lockout End Date; thereafter a Prepayment Penalty of 2% of the prepaid amount until the twelfth mortgage loan payment date beyond Lockout End
Date disclosed above, declining thereafter by 1% annually.
(4)
Lockout before the Lockout End Date; thereafter a Prepayment Penalty of 3% of the prepaid amount until the twenty-fourth mortgage loan payment date beyond the
Lockout End Date disclosed above, thereafter a Prepayment Penalty of 2% of the prepaid amount until the sixtieth mortgage loan payment date beyond the Lockout End
Date and a Prepayment Penalty of 1% of the prepaid amount until the eighty-fourth mortgage loan payment date beyond the Lockout End Date.
(5)
Lockout before the Lockout End Date; thereafter a Prepayment Penalty of 3% of the prepaid amount until the twelfth mortgage loan payment date beyond the Lockout End
Date disclosed above, declining thereafter by 1% annually.
(6)
Prepayment Penalty of 2% from the issue date disclosed above up to but not including the Prepayment Penalty End Date disclosed above, thereafter lockout up to but not
including the Lockout End Date; for purposes of the tables and calculations set forth in this Supplement, the Prepayment Penalty Period is treated as a lockout period.]
[NOTE TO TRUST COUNSEL: The footnotes will need to be customized based on the lockout and Prepayment Penalty provisions of the Mortgage Loans.]

FHA
Progra
m/
Section
538
Guaran
Securit
tee
y
Pool
Progra
Number Type
m

A-2

*

City

Principal
Balance as
of the
State Cut-off Date

Mortgage
Interest
Rate

Monthly
Principal
and

Servicing
and
Maturit
y
Certificate Guaranty
Interest
Fee Rate
Date
Rate

†

Original
Term to
Maturity
(mos.)

Remaining
Term to
Maturity
(mos.)

Period
from
Issuance Issue
(mos.)
Date

Lockout
End
Date

Lockout/
Prepayment Prepaym
ent
Penalty
Remaining
Penalty
End
Lockout
Date
Period
Code

Total
Remaining
Lockout
and
Prepayment
Period
(mos.)

[Remaining
Interest Only
Period
(mos.)

††]

IV-3-53
IV-3-53

[Based on publicly available information, including the disclosure documents for the Ginnie Mae Multifamily Certificates, the information with respect to the Mortgage
Loans set forth on this Exhibit A has been collected and summarized by the Sponsor [and the Co-Manager].
**
[Pool Number[s] [ ] [and [ ]] will have monthly principal and interest payments as described in this Supplement. See “Certain Additional Characteristics of the Mortgage
Loans — Level Payments” in this Supplement.]
†
[The principal and interest amounts shown in this column reflect only those amounts that are due in respect of the portion of each applicable Ginnie Mae Project Loan
Certificate that is a Trust PLC [or each Ginnie Mae Construction Loan Certificate that is a Trust CLC. Because Ginnie Mae Construction loans are not entitled to receive
principal payments, the amounts identified for each Trust CLC are based upon the assumption that the Trust CLC has converted to a Trust PLC].
††
[The remaining interest only period reflects the number of months remaining during which the Ginnie Mae Construction Loan Certificate is expected to remain outstanding,
based on the remaining construction period for the Ginnie Mae Construction Loan Certificate.]
Lockout and Penalty Codes:
(1)
Voluntary prepayment prohibited through the lockout end date, thereafter [prepayment is permitted without penalty] [ ].
(2)
[Lockout before the Lockout End Date; thereafter a Prepayment Penalty of 5% of the prepaid amount until the twelfth mortgage loan payment date beyond the Lockout
End Date disclosed above, declining thereafter by 1% annually up to but not including the Prepayment Penalty End Date [until it reaches 0%].
(3)
Lockout before the Lockout End Date; thereafter a Prepayment Penalty of 2% of the prepaid amount until the twelfth mortgage loan payment date beyond Lockout End
Date disclosed above, declining thereafter by 1% annually.
(4)
Lockout before the Lockout End Date; thereafter a Prepayment Penalty of 3% of the prepaid amount until the twenty-fourth mortgage loan payment date beyond the
Lockout End Date disclosed above, thereafter a Prepayment Penalty of 2% of the prepaid amount until the sixtieth mortgage loan payment date beyond the Lockout End
Date and a Prepayment Penalty of 1% of the prepaid amount until the eighty-fourth mortgage loan payment date beyond the Lockout End Date.
(5)
Lockout before the Lockout End Date; thereafter a Prepayment Penalty of 3% of the prepaid amount until the twelfth mortgage loan payment date beyond the Lockout End
Date disclosed above, declining thereafter by 1% annually.
(6)
Prepayment Penalty of 2% from the issue date disclosed above up to but not including the Prepayment Penalty End Date disclosed above, thereafter lockout up to but not
including the Lockout End Date; for purposes of the tables and calculations set forth in this Supplement, the Prepayment Penalty Period is treated as a lockout period.]
[NOTE TO TRUST COUNSEL: The footnotes will need to be customized based on the lockout and Prepayment Penalty provisions of the Mortgage Loans.]

Exhibit B
Underlying Certificate[s]

Approximate

Issuer

(1)
(2)
[(3)
[(4)

Series

Class

Issue Date

CUSIP
Number

Interest
Rate

Interest
Type(1)

Final
Distribution
Date

Principal
Type(1)

Original
[Principal]
[or]
[Notional]
Balance of
Class

Approximate

Underlying
Certificate
Factor(2)

[Principal]
[or]
[Notional]
Balance in
the Trust

Percentage
of Class in
Trust

Weighted
Average
Coupon of
Mortgage
Loans

Weighted
Average
Approximate
Remaining
Weighted
Average
Term to
Maturity of Loan Age of
Mortgage
Mortgage
Loans (in
Loans (in
months)
months)

Ginnie Mae
I or II

As defined under “Class Types” in Appendix I to the Multifamily Base Offering Circular.

Underlying Certificate Factor[s] [is] [are] as of [
] 20[ ].

MX Class.]

These Underlying Certificates bear interest during their respective interest accrual periods[, subject to the applicable maximum and minimum interest rates,] as further

described in the [related] Underlying Certificate Disclosure Documents, excerpts of which are attached as Exhibit [C] to this Supplement.]
[(5) Trust Asset Group[s] [ ] [Class [ ]] [is] [are] backed by [a] previously issued REMIC Certificate[s] from [certain] Ginnie Mae REMIC Trust[s], copies of the cover page[s]
and Terms Sheet[s] from which are [included] [attached as] Exhibit B [as follows] [to this Supplement.]

B-1
IV-3-54

Exhibit C
Cover Page[s], Terms Sheet[s] and Exhibits A
from the Underlying Certificate Disclosure Document[s]

C-1

IV-3-55

Exhibit D
Updated Exhibit[s] A

D-1

IV-3-56

$[

]

Government National

Mortgage Association

GINNIE MAE®
Guaranteed Multifamily REMIC

Pass-Through Securities

[and MX Securities]

Ginnie Mae REMIC Trust 20[ ]-[ ]

OFFERING CIRCULAR SUPPLEMENT
[
], 20[ ]

[Sponsor]
[Co-Manager]
[Co-Sponsor]

IV-3-57

The Multifamily Base Offering Circular

is available in PDF format on Ginnie Mae’s website at:

www.ginniemae.gov

IV-4-1

FORM OF GUARANTY AGREEMENT FOR MULTIFAMILY TRANSACTIONS
GINNIE MAE REMIC [AND MX] SECURITIES GUARANTY AGREEMENT
Pursuant to Section 306(g) of the National Housing Act, the Government National Mortgage
Association (“Ginnie Mae”) hereby guarantees the timely payment of principal and interest on
the Ginnie Mae REMIC Securities [and Ginnie Mae MX Securities] in accordance with their
respective terms as established by the Trust Agreement, dated as of ___________, 20__, relating
to Ginnie Mae REMIC Trust 20__-__ (the “REMIC Trust Agreement”) [and the Trust
Agreement, dated as of ____________, 20__, relating to Ginnie Mae MX Trust 20__-__ (the
“MX Trust Agreement” and together with the REMIC Trust Agreement, the “Trust
Agreements”)].
Ginnie Mae hereby authorizes the Trustee under [the] [each] Trust Agreement to issue the
Securities provided for issuance thereunder, each of which Security shall be entitled to the
benefits of the guaranty set forth below, and, in the case of Certificated Securities, to authenticate
and deliver certificates representing such Securities, with the form of each such certificate to
include a guaranty to the following effect:
GUARANTY: THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION, PURSUANT TO SECTION 306(g) OF THE NATIONAL
HOUSING ACT, GUARANTEES THE TIMELY PAYMENT OF PRINCIPAL
AND INTEREST ON THIS SECURITY IN ACCORDANCE WITH THE
TERMS AND CONDITIONS SET FORTH HEREIN AND IN THE [RELATED]
TRUST AGREEMENT. THE FULL FAITH AND CREDIT OF THE UNITED
STATES OF AMERICA IS PLEDGED TO THE PAYMENT OF ALL
AMOUNTS THAT MAY BE REQUIRED TO BE PAID UNDER THIS
GUARANTY. THE GOVERNMENT NATIONAL MORTGAGE
ASSOCIATION DOES NOT GUARANTEE PAYMENTS OF PREPAYMENT
PENALTIES ON THIS SECURITY.
For purposes of determining the amount guaranteed by Ginnie Mae to the Holders of any
Residual Securities, “principal and interest” shall mean the amount to which such Holders are
entitled pursuant to the [applicable] Trust Agreement, notwithstanding the stated Original
Principal Balance and Interest Rate of such Securities. Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to them in the Trust Agreement[s].
IN WITNESS WHEREOF, Ginnie Mae has executed and delivered this Guaranty Agreement as
of the date set forth below.
GOVERNMENT NATIONAL MORTGAGE ASSOCIATION
By:_________________________________________________
Dated: ____________________

IV-5-1

FORM OF ACCOUNTANTS’ AGREED-UPON PROCEDURES REPORT

CONCERNING THE OFFERING CIRCULAR FOR

MULTIFAMILY TRANSACTIONS

[Print Date]
[Sponsor Name]
[Sponsor Address]

Government National Mortgage Association
550 Twelfth Street, SW, Third Floor
Washington, D.C. 20024

Independent Accountants’ Report on

Applying Agreed-Upon Procedures

Ginnie Mae REMIC Trust 20[ ]-[ ]
[and Ginnie Mae MX Trust 20[ ]-[ ]]
Ladies and Gentlemen:
We have performed the procedures enumerated below, which were agreed to by the addressees
(the “Specified Parties”), relating to the recomputation of certain information (which is the
responsibility of the Sponsor and is identified below) included in the Offering Circular
Supplement dated [Date of Printing] (the “Supplement”) to the Base Offering Circular dated
_____________, 20[ ], relating to the offering of $ _________ aggregate Original Class
Principal Balance of Ginnie Mae REMIC Trust 20[ ]-[ ] Guaranteed Multifamily REMIC PassThrough Securities (the “[REMIC] Securities”) [and Ginnie Mae MX Trust 20[ ]-[ ] Guaranteed
Grantor Trust Pass-Through Securities (the “MX Securities” and, together with the REMIC
Securities, the “Securities”)]. This agreed-upon procedures engagement was conducted in
accordance with attestation standards established by the American Institute of Certified Public
Accountants. The sufficiency of these procedures is solely the responsibility of the addressees.
Consequently, we make no representations regarding the sufficiency of the procedures described
below either for the purpose for which this report has been requested or for any other purpose.
Capitalized terms used but not defined herein have the meanings ascribed to them in the
Supplement.
We are independent certified public accountants with respect to Ginnie Mae REMIC Trust 20[ ]
[ ] [and Ginnie Mae MX Trust 20[ ]-[ ]] within the meaning of Rule 101 of the Rules of
Conduct of the Code of Professional Conduct of the American Institute of Certified Public
Accountants.
In connection with the offering of the Securities and at your request, we have applied certain
agreed-upon procedures, as described below, to:

IV-6-1

1. the characteristics of the [Group [ ]] Ginnie Mae Multifamily Certificates; and
2. the Supplement.
The Ginnie Mae Multifamily Certificates
On [ ], we were furnished by representatives of the Sponsor with a computer generated file
containing certain information with respect to [ ] Ginnie Mae Multifamily Certificates as of the
Cut-off Date and the related record layout (the “Data File”). From [ ] through [
], we
were also furnished with certain Source Documents (as defined in the attached Appendix)
relating to the [ ] Ginnie Mae Multifamily Certificates. At the request of the Sponsor, for each of
the [ ] Ginnie Mae Multifamily Certificates on the Data File, we performed the comparisons and
recomputations relating to certain characteristics (“Characteristics” as indicated on the attached
Appendix in the characteristics chart) to the corresponding information set forth on or derived
from the corresponding Source Documents and found them to be in agreement.
The Source Documents and any other related documents were provided to us by representatives
of the Sponsor and our comparisons and recomputations were made using photocopies or
facsimile copies of the Source Documents. We were not requested to perform and we have not
performed any further procedures with respect to the preparation or verification of any of the
information set forth on the Source Documents and we make no representations as to the
accuracy and completeness of any of the information contained therein.
For purposes of the following procedures, we have also obtained the attached listing of CUSIP
Numbers for each Class of Securities provided to us by Standard & Poor’s CUSIP Service
Bureau (the “CUSIP Listing”)
[In addition, using (i) the Modeling Assumptions, (ii) listings of Ginnie Mae Certificates (each
an “Underlying Trust Asset File”) underlying each Group [ ] Trust Asset (the “Underlying
Ginnie Mae Certificates”) obtained from Ginnie Mae’s Internet Web-site, (iii) Class Factors
relating to [each] [the] Class of the Underlying Trust[s] obtained from Ginnie Mae’s Internet
Web-site, (iv) information relating to [each of] the Underlying Ginnie Mae Certificate[s] shown
in or derived from a Ginnie Mae Factor Tape that was made available on [
] from
SECTOR Inc. (a SIAC Company (hereinafter referred to as “SIAC”)) (the “Factor Report”) and
(v) the terms of the Securities set forth in the Supplement,]We have performed the following
procedures with respect to the information set forth under each of the following captions in the
Supplement.
THE SUPPLEMENT
Front Cover [and Schedule I] - Final Distribution Date:
We recomputed the date on which the Class Principal Balance [or Class Notional Balance] of
each of the Regular Classes [in Security Group [ ]] would be reduced to zero assuming the
Mortgage Loans underlying the [Group [ ]] Trust Assets experience no voluntary or involuntary
prepayments [and the [Group [ ]] Trust CLC Mortgage Loans are assumed to have an interest
only period until their Maturity Date]. We compared each such date to the Final Distribution
Date for the related Class as shown in the table and found them to be in agreement. In addition,
we confirmed that the Final Distribution Date for [(i)] [the Class in Security Group [ ] has been
IV-6-2

set equal to the latest Final Distribution Date of the Underlying Certificate[s],] [(ii)] [the MX
Class[es] is the latest Final Distribution Date for any of its related REMIC Securities and] [(iii)]]
the Residual Class is the latest Final Distribution Date for any of the Regular Classes.
Front Cover [and Schedule 1] - CUSIP Number:
For each Class of Securities, we compared the CUSIP Number shown in the table[s] to the
CUSIP Number for such Class shown in the CUSIP Listing and found them to be in agreement.
Page S-3 - Composition of the Trust Assets:
We compared the number and aggregate balance of the Ginnie Mae Project Loan Certificates
[and Ginnie Mae Construction Loan Certificates] [underlying the Ginnie Mae Multifamily
Certificates] to the information set forth in or derived from the Data File and found them to be in
agreement. [We compared the aggregate notional balance of the Group [ ] Trust Assets to the
information set forth in or derived from Exhibit B and found them to be in agreement.
Page S-[ ] - Certain Characteristics of the Ginnie Mae Multifamily Certificates and the
Related Mortgage Loans Underlying the [Group [ ]] Trust Assets (as of [
]):
We compared the FHA Insurance Program[/Section 538 Guarantee Program], Principal Balance,
Number of Trust Assets, Percent of Total Balance, Weighted Average Mortgage Interest Rate,
Weighted Average Certificate Rate, Weighted Average Original Term to Maturity, Weighted
Average Remaining Term to Maturity, Weighted Average Period from Issuance, Weighted
Average Remaining Lockout Period and Weighted Average Total Remaining Lockout and
Prepayment Penalty Period to the information set forth in or derived from the Data File and
found them to be in agreement.
Page S-[ ] – Lockout Periods and Prepayment Penalties; S-[ ] – Certain Additional
Characteristics of the Mortgage Loans - Prepayment Restrictions; S- [ ] - Yield
Considerations - Prepayments: Effect on Yields:
We compared the range and weighted average remaining lockout period[, as applicable, of the
Mortgage Loans related to each Security Group] to the information set forth in or derived from
the Data File[, with respect to Security Group [ ] and (ii) Exhibit D, with respect to Security
Group [ ],] and found them to be in agreement.
Page S-[ ] - The Mortgage Loans:
We compared the number and aggregate balance of the Mortgage Loans underlying the [(i)]
[Group [ ]] [Ginnie Mae Multifamily Certificates,] [(ii)] [Group [ ]][Trust PLCs] [and] [(iii)]
[Group [ ]] [Trust CLC’s] to [(a) with respect to Group [ ],] [the information derived from the
Data File] [and] [(b) with respect to Group [ ],] the information derived from Exhibit D[,] and
found them to be in agreement.
[Page S-[ ] - Certain Additional Characteristics of the Mortgage Loans - Level Payments:
IV-6-3

For Pool Number [ ], we compared the Monthly P&I Payment Amount scheduled to be made
during each period specified to the corresponding information set forth in the Data File and
found them to be in agreement.]
Pages S-[ ] and S-[ ] - Decrement Tables:
Using the Modeling Assumptions and the terms of the Securities set forth in the Supplement, we
recomputed for each Regular Class [and MX Class] (i) the percentage of its Original Class
Principal Balance (or original Class Notional Balance) that would remain outstanding following
the distributions made on each of the Distribution Dates at each of the constant percentages of
CPR indicated in the [related] table and (ii) its corresponding Weighted Average Life. We
compared such recomputed percentages and Weighted Average Lives to the corresponding
information set forth in the related tables and found them to be in agreement.
Page S-[ ] – Yield Considerations – Prepayments: Effect on Yields:
We compared the weighted average remaining term to maturity to the information derived from
the Data File and found them to be in agreement.
Page S-[ ] – Yield Table:
Using the Modeling Assumptions, the terms of the Securities set forth in the Supplement and the
assumed purchase price set forth in the yield table, we recomputed the pre-tax yield to maturity
(corporate bond equivalent) of the indicated Class at each constant percentage of CPR shown in
the table. We compared such recomputed yields to the corresponding yields shown in the table
and found them to be in agreement.
[Schedule I – Available Combination[s]:
Using the information for the exchange of Securities shown on Schedule I, we verified the
mathematical accuracy of the calculations which show that the aggregate monthly interest
entitlement on the Securities received equals that of the Securities surrendered.]
[Exhibit A - [Group [ ] Trust Assets] - Characteristics of the [Group [ ]] Ginnie Mae
Multifamily Certificates and the Related Mortgage Loans
[For the Group [ ] Trust Asset,] We compared the FHA Program, City, State, Mortgage Interest
Rate, Certificate Rate, Servicing and Guaranty Fee Rate, Maturity Date (expressed as Month &
Year), Monthly Principal and Interest, Original Term to Maturity, Remaining Term to Maturity,
Period from Issuance, Issue Date (expressed as Month & Year), Lockout End Date (expressed as
the Month & Year), Prepayment Penalty End Date (expressed as the Month & Year),
Lockout/Prepayment Restriction Code, Remaining Lockout Period and Total Remaining Lockout
and Prepayment Penalty Period and Remaining Interest Only Period to information set forth in or
derived from the Data File and found them to be in agreement. In addition, for each Trust Asset
shown on Exhibit A, we recomputed the Principal Balance as of the Cut-off Date by multiplying
IV-6-4

a factor obtained from the Factor Report for that Trust Asset [that was made available on [
]], by the Original Loan Amount set forth on the Data File and compared such recomputed
amount to the corresponding amount shown on Exhibit A and found them to be in agreement.]
[Exhibit B – Underlying Certificate[s]:
We compared the Approximate Weighted Average Coupon of Mortgage Loans, Approximate
Weighted Average Remaining Term to Maturity of Mortgage Loans and Approximate Weighted
Average Loan Age of Mortgage Loans underlying [each] [the] Underlying Certificate to the
corresponding information shown in or derived from Exhibit D and found them to be in
agreement. In addition, for [each] [the] Underlying Certificate, we compared the Underlying
Certificate Factor shown in Exhibit B to the corresponding information obtained from Ginnie
Mae’s Internet Web-site, and found them to be in agreement. For [each] [the] Underlying
Certificate, we recalculated the Notional Balance in the Trust by determining the product of the
(i) Original Notional Balance of Class, (ii) Underlying Certificate Factor and (iii) Percentage of
Class in Trust and found each such amount to be in agreement. Lastly, for [each] [the]
Underlying Certificate, we compared the Issue Date, CUSIP Number, Interest Type, Final
Distribution Date, Principal Type and Original Notional Balance of Class to the corresponding
information set forth in the [related] Underlying Certificate Disclosure Document and found
them to be in agreement. We have not performed any procedures relating to the Percentage of
Class in Trust and make no representations with respect thereto.
Exhibit D – Characteristics of the Ginnie Mae Multifamily Certificates and the
Related Mortgage Loans (updated as of [
, 20[ ])
• For each Pool Number shown on each Updated Exhibit A, we compared the FHA
Program or FHA Insurance Program/538 Guaranty Program, as applicable, City, State,
Mortgage Interest Rate, Certificate Rate, Servicing and Guaranty Fee Rate, Maturity Date
(expressed as Month & Year), Lockout End Date (expressed as Month & Year),
Prepayment Penalty End Date (expressed as Month & Year) and Lockout/Prepayment
Penalty Code to corresponding information set forth in the [related] Underlying
Certificate Disclosure Document and found them to be in agreement.
• For each Pool Number shown on [each] [the] Updated Exhibit A [(other than Pool
Numbers which have converted from a Trust CLC to a Trust PLC, the “Converted
PLCs”),] we compared the Issue Date (expressed as Month & Year) to the corresponding
information set forth in the [related] Underlying Certificate Disclosure Document and
found them to be in agreement. For each Converted PLC, we compared the Issue Date
(expressed as Month & Year) to the corresponding information set forth in the related
Form HUD 11705 provided to us by the Sponsor and found them to be in agreement.
• For each Pool Number shown on [each] [the] Updated Exhibit A, we recomputed (i) the
Original Term to Maturity by determining the number of payment dates from the Issue
Date to the Maturity Date, (ii) the Remaining Term to Maturity by determining the
number of payment dates from the Cut-off Date to the Maturity Date, (iii) the Period
from Issuance by subtracting the Remaining Term to Maturity from the Original Term to
Maturity, (iv) the Remaining Lockout Period, by determining the number of months from
IV-6-5

the Cut-off Date to the Lockout End Date and (v) the Total Remaining Lockout and
Prepayment Penalty Period by determining the number of months from the Cut-off Date
to the later of the Prepayment Penalty End Date or Lockout End Date, as applicable. We
compared such recomputed information to the corresponding information shown in the
[related] Updated Exhibit A and found them to be in agreement.
• In addition, for each Pool Number shown on [each] [the] Updated Exhibit A, we
recomputed the Principal Balance as of the Cut-off Date by multiplying a factor obtained
from the Factor Report for that Pool Number by the Original Loan Amount set forth on
the [related] Underlying Trust Asset File and compared such recomputed amount to the
corresponding amount shown on the [related] Updated Exhibit A and found them to be in
agreement. In each instance where we use the term “Cut-off Date,” we are referring to
the Cut-off Date for the Securities, as defined in the Supplement.]
Using the Modeling Assumptions and the terms of the Securities set forth in the Supplement and
assuming (i) the timely payment of principal and interest on the Trust Assets, (ii) that no taxes
are imposed on the Trust REMICs and (iii) that no expenses are incurred (other than the Trustee
Fee), we determined that payments on the Trust Assets would be adequate to (a) make full and
timely payments of principal and interest on the Securities and (b) reduce the Class Principal
Balance [or Class Notional Balance] of each Class of Securities to zero by its Final Distribution
Date, in each case in accordance with the terms as set forth in the Supplement regardless of the
rate of prepayments of the Mortgage Loans underlying the Trust Assets.
It should be understood that we make no representations as to (a) questions of legal
interpretation; (b) the sufficiency for your purposes of the procedures enumerated in the
preceding paragraphs; (c) the accuracy of the information reported in or obtained from the
Source Documents, Ginnie Mae’s Internet Web-site, the CUSIP Listing[, the Underlying
Certificate Disclosure Documents,] [the Form HUC 11705’s] or SECTOR Inc.; (d) the accuracy
of any information on the Data File, other than the Characteristics indicated in the attached
Appendix; or (e) whether the actual payments on the Trust Assets and the Securities will
correspond to the payments calculated in accordance with the assumptions and methodologies set
forth in the Supplement. Further, we have addressed ourselves solely to the foregoing data as set
forth in the Supplement and we make no representations as to the adequacy of disclosure or as to
whether any material facts have been omitted.
We were not engaged to conduct, and did not conduct, an examination, the objective of which
would be the expression of an opinion on the above information. Accordingly, we do not
express such an opinion. Had we performed additional procedures, other matters might have
come to our attention that would have been reported to you. Furthermore, there will usually be
differences between the actual payments on the Trust Assets and the Securities as compared to
the payments calculated in accordance with the assumptions and methodologies set forth in the
Supplement and described herein, because events and circumstances frequently do not occur as
expected, and those differences may be material. We have no responsibility to update this report
for events and circumstances occurring after the date of this report.

IV-6-6

This report is solely for the information and use of the Specified Parties and Ginnie Mae’s
Financial Advisor in connection with the offering of the Securities covered by the Supplement,
and is not intended to be and should not be used by anyone other than these specified parties. It is
not to be used, circulated, quoted or otherwise referred to for any other purpose, including but
not limited to the purchase or sale of the Securities, nor is it to be filed with or referred to in
whole or in part in the Supplement or any other document, except that reference may be made to
it in the Sponsor Agreement or in any list of closing documents pertaining to the offering of the
Securities.
Sincerely,

IV-6-7

Characteristics:

1. Ginnie Mae Pool Number (for informational purposes only)
2. City
3. State
4. FHA Program
5. Original Loan Amount
6. Certificate Rate
7. Issue Date
8. First Interest Payment Date
9. First Monthly P & I Payment Date
10. Maturity Date
11. Mortgage Interest Rate
12. Mortgage P&I Payment Amount
13. Lockout End Date
14. Prepayment Penalty End Date
15. Lockout/Prepayment Description
16. Servicing and Guaranty Fee Rate
17. Original Term to Maturity
18. Remaining Term to Maturity
19. Interest Only Period
20. Period from Issuance
21. Remaining Lockout Period
22. Total Remaining Lockout and Prepayment Penalty Period
We compared Characteristics 1. through 10. to the related Ginnie Mae I Prospectus (the “Prospectus”);
Characteristics 11. through 15. to the Mortgage Note and any attachments thereto or made a part thereof
(collectively, the “Note”). In certain instances, at the request of representatives of the Sponsor, with
respect to participation loans (as determined from the Data File), we determined the Original Loan
Amount by multiplying the original loan amount (as stated in the related Prospectus) by the Percentage
Owned (as set forth on the Data File). The Prospectus and Note are herein collectively referred to as the
“Source Documents.” With respect to Characteristic 15., we recomputed the Servicing and Guaranty Fee
Rate by subtracting the Certificate Rate (as set forth on the Prospectus) from the Mortgage Interest Rate
(as set forth on the Note).
With respect to Characteristic 16., we recomputed the Original Term to Maturity by determining the
number of payment dates from the Issue Date to the Maturity Date (each as set forth on the Note).
With respect to Characteristic 17., we recomputed the Original Term to Maturity by determining the
number of payment dates from the Issue Date to the Maturity Date (each as set forth on the Prospectus).
With respect to Characteristic 18., we recomputed the Remaining Term to Maturity by determining the
number of payment dates from the Cut-off Date to the Maturity Date (as set forth on the Prospectus).
With respect to Characteristic 19., we recomputed the Interest Only Period by determining the number of
payment dates from the First Interest Payment Date to the First Monthly P & I Payment Date (each as set
forth on the Prospectus).

IV-6-8

With respect to Characteristic 20., we recomputed the Period from Issuance by subtracting the Remaining
Term to Maturity from the Original Term to Maturity.
With respect to Characteristic 21., we recomputed the Remaining Lockout Period, by determining the
number of months from the Cut-off Date to the Lockout End Date (as set forth on the Note).
With respect to Characteristic 22., we recomputed the Total Remaining Lockout and Prepayment Penalty
Period by determining the number of months from the Cut-off Date to the later of the Prepayment Penalty
End Date or Lockout End Date, as applicable (as set forth on the Note).

IV-6-9

FORM OF ACCOUNTANTS’ AGREED-UPON PROCEDURES REPORT
AS OF THE CLOSING DATE FOR
MULTIFAMILY TRANSACTIONS

[Closing Date]
[Sponsor Name]
[Sponsor Address]
Government National Mortgage Association
550 Twelfth Street, SW, Third Floor
Washington, D.C. 20024
Independent Accountants’ Report on
Applying Agreed-Upon Procedures
Ginnie Mae REMIC Trust 20[ ]-[ ]
[and Ginnie Mae MX Trust 20[ ]-[ ]]
Ladies and Gentlemen:
We have performed the procedure enumerated below, which were agreed to by the addressees,
relating to the issuance of $_________ aggregate Original Class Principal Balance of Ginnie
Mae REMIC Trust 20[ ]-[ ] Guaranteed Multifamily REMIC Pass-Through Securities (the
“[REMIC] Securities”) pursuant to a Trust Agreement dated as of _______ __, 20__ (the
“[REMIC] Trust Agreement”) [and Ginnie Mae MX Trust 20[ ]-[ ]] Guaranteed Grantor Trust
Pass-Through Securities (the “MX Securities” and, together with the REMIC Securities, the
“Securities”) pursuant to a Trust Agreement dated as of [Closing Date] (the “Trust Agreement”).
This agreed-upon procedures engagement was conducted in accordance with attestation
standards established by the American Institute of Certified Public Accountants. The sufficiency
of these procedures is solely the responsibility of the addressees. Consequently, we make no
representations regarding the sufficiency of the procedures described below either for the
purpose for which this report has been requested or for any other purpose. Capitalized terms
used but not defined herein have the meanings ascribed to them in the Trust Agreement.
We are independent public accountants with respect to Ginnie Mae REMIC Trust 20[ ]-[ ] [and
Ginnie Mae MX Trust 20[ ]-[ ]] within the meaning of Rule 101 of the Rules of Conduct of the
Code of Professional Conduct of the American Institute of Certified Public Accountants.
For purposes of this report, we obtained the following:
(a) The 20[ ]-[ ] Offering Circular Supplement; and
(b) The Trust Agreement.
Based on the foregoing, we performed the following procedure:
IV-7-1

For each Trust Asset, we compared the Pool Number and the Principal Balance as of the Cut-off
Date, shown on Exhibit A to the 20[ ]-[ ] Offering Circular Supplement (which is the
responsibility of the Sponsor) to the corresponding information included in the Trustee’s Receipt
and Safekeeping Agreement (attached hereto as “Schedule A”) provided to us by the Trustee and
found them to be in agreement.
It should be understood that we make no representations as to (a) questions of legal interpretation
or (b) the sufficiency of these procedures for your purposes. We were not engaged to conduct,
and did not conduct, an examination, the objective of which is the expression of an opinion on
the above information. Accordingly, we do not express such an opinion. Had we performed
additional procedures, other matters might have come to our attention that would have been
reported to you, but such procedures would not necessarily reveal any material misstatement of
the information referred to above.
This report is solely for the use and information of the addressees and Ginnie Mae’s Financial
Advisor in connection with the issuance of the Securities covered by the Trust Agreement and is
not intended to be and should not be used by anyone other than these specified parties. It is not
to be used, circulated, quoted or otherwise referred to for any other purpose, including but not
limited to, the purchase or sale of the Securities, nor is it to be filed with or referred to in whole
or in part in the Trust Agreement or the Supplement or any other document, except that reference
may be made to it in the Sponsor Agreement or in any list of closing documents pertaining to the
issuance of the Securities.
Yours truly,

IV-7-2