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 corpo- rate 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 initially will be issued and maintained in book-entry form and may be transferred only on the Fedwire Book-Entry 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 organiza- tions that are eligible to maintain book-entry accounts on the Fedwire Book-Entry 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 Wells Fargo Bank, N.A., 45 Broadway, 12th Floor, New York, NY 10006, Attention: Trust Administrator Ginnie Mae 2006-039. 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) will be issued in minimum dollar denominations of initial principal balance of $1,000 and integral multiples of $1  in  excess  of  $1,000.  The  Increased  Minimum  Denomination  Class  will  be  issued  in minimum denominations that equal $100,000 in initial notional balance. Distributions Distributions on the Securities will be made on each Distribution Date, as specified under "Terms  Sheet – Distribution  Date"  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 S-14