Income  Tax  Consequences"  in  this  supple- ment and in the base offering circular. You are encouraged to consult advisors re- garding  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. The actual characteristics of the underly- ing mortgage loans will affect the weighted
average lives and yields of your securities. The yield and prepayment tables in this sup- plement are based on assumed characteris- tics which are likely to be different from the actual characteristics. As a result, the yields on your securities could be lower than you expected, even if the mortgage loans prepay at the constant prepayment rates set forth in the applicable table. It is highly unlikely that the underlying mort- gage loans will prepay at any of the prepay- ment rates assumed in this supplement, or at any constant prepayment rate. THE TRUST ASSETS General The Sponsor intends to acquire the 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 Trust Assets. All Trust Assets, regardless of whether the assets consist of Trust MBS or Underlying Certificates, will evidence, directly or indirectly, Ginnie Mae Certificates. The Trust MBS (Groups 1, 5, 6, 7, 8 and 9) The Group 5, 6 and 8 Trust Assets are either: 1.  Ginnie Mae I MBS Certificates guaranteed by Ginnie Mae, or 2.  Ginnie Mae Platinum Certificates backed by Ginnie Mae I MBS Certificates and guaran- teed by Ginnie Mae. Each Mortgage Loan underlying a Ginnie Mae I MBS Certificate bears interest at a Mortgage Rate 0.50% per annum greater than the related Certificate Rate. The difference between the Mortgage Rate and the Certificate Rate is used to pay the related servicers of the Mortgage Loans a  monthly  servicing  fee  and  Ginnie  Mae  a  fee  for  its  guaranty  of  the  Ginnie  Mae  I  MBS Certificate of 0.44% per annum and 0.06% per annum, respectively, of the outstanding principal balance of the Mortgage Loan. The Group 1, 7 and 9 Trust Assets are either: 1.  Ginnie Mae II MBS Certificates guaranteed by Ginnie Mae, or 2.  Ginnie  Mae  Platinum  Certificates  backed  by  Ginnie  Mae  II  MBS  Certificates  and guaranteed by Ginnie Mae. Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate bears interest at a Mortgage Rate 0.50% to 1.50% per annum greater than the related Certificate Rate. Ginnie Mae receives a fee (the "Ginnie Mae Certificate Guaranty Fee") for its guaranty of each Ginnie Mae II MBS Certificate of 0.06% per annum of the outstanding principal balance of each related Mortgage Loan. The difference between (a) the Mortgage Rate and (b) the sum of the Certificate Rate and the Ginnie Mae Certificate Guaranty Fee is used to pay the related servicers of the Mortgage Loans a monthly servicing fee. S-13