after-tax return for the Residual Holders. Even though the Holders of the Class RR Securities are not entitled to any stated principal or interest payments on the Class 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  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. The United States Department of the Treasury has recently issued temporary regulations that may accelerate the time for withholding with respect to excess inclusions allocable to foreign investors in certain types of pass-through entities that hold the Residual Securities. The regulations are effective as to allocations of income on or after August 1, 2006. You should consult your tax advisor concerning these regulations and their potential application to an investment by you in the Residual Securities. 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", "– Ex- changes of MX Classes and Regular Classes" and "– Taxation of Foreign Holders of REMIC Securities and MX Securities" in the 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 governmen- tal 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 responsi- bility 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 deter- mine  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 Base Offering Circular. The Residual Securities are not offered to, and may not be transferred to, a Plan Investor. S-28