DESCRIPTION OF THE SECURITIES General Ginnie Mae guarantees the timely payment of principal and interest on the Securities.  The full faith and credit of the United States of America stands behind each Ginnie Mae Guaranty.  Pursuant to a Trust Agreement, dated as of the related Closing Date, between the Sponsor and the Trustee, a separate Trust will issue Ginnie Mae REMIC Securities.  In the event that a series provides for the issuance of MX Securities in exchange for REMIC Securities, a separate MX Trust established pursuant to an MX Trust Agreement dated as of the related Closing Date between the Sponsor and the Trustee will issue Modifiable Securities (relating to REMIC Securities that may be but have not yet been exchanged) and MX Securities (relating to REMIC Securities that have been exchanged). Forms of Securities; Book-Entry Procedures Unless otherwise provided in the related Offering Circular Supplement, each Regular Security that is not subject to exchange for MX Securities, each Modifiable Security and each MX Security initially will be issued and maintained  in  book-entry  form  through  the  book-entry  system  of  the  U.S.  Federal  Reserve  Banks  (the  “Fedwire Book-Entry System”) and each Residual Security will be issued in certificated, fully-registered form.  Each Class of Book-Entry Securities initially will be registered in the name of the Federal Reserve Bank of New York (together with any successor or other depository selected by Ginnie Mae, the “Book-Entry Depository”) The Fedwire Book-Entry System is an electronic facility operated by the U.S. Federal Reserve Banks for maintaining securities accounts and for effecting transfers.  The Fedwire Book-Entry system is a real-time, delivery- versus-payment,  gross  settlement  system  that  allows  for  the  simultaneous  transfer  of  securities  against  payment.   The Fedwire Book-Entry System is used to clear, settle and pay not only Ginnie Mae Securities, but also all U.S. Treasury marketable debt instruments, the majority of book-entry securities issued by other government agencies and government sponsored enterprises and the mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation.    Beneficial ownership of a Book-Entry Security will be subject to the rules and procedures governing the Book-Entry Depository and its participants as in effect from time to time. The Book-Entry Depository will maintain evidence of the interests of its participants in any Book-Entry Securities by appropriate entries in the Book-Entry Depository’s books and records.  Only participants of the Fedwire Book-Entry System are eligible to maintain book- entry accounts directly with the Book-Entry Depository.  A Beneficial Owner that is not a participant of the Fedwire Book-Entry System generally will evidence its interest in a Book-Entry Security by appropriate entries in the books and records of one or more financial intermediaries.  A Beneficial Owner of a Book-Entry Security must rely upon these procedures to evidence its beneficial ownership, and may transfer its beneficial ownership only if it complies with the procedures of the appropriate financial intermediaries.  Correspondingly, a Beneficial Owner of a Book- Entry Security must depend upon its financial intermediaries (including the Book-Entry Depository, as Holder) to enforce  its  rights  with  respect  to  a  Book-  Entry  Security.    Alternatively,  a  Beneficial  Owner  of  a  Book-Entry Security may receive, upon (i) compliance with the procedures of the Book-Entry Depository and its participants and (ii) payment of a required exchange fee of $25,000 per physical certificate,  one  or more certificated, fully- registered  Securities  in  authorized  denominations  evidencing  that  Beneficial  Owner’s  interest  in  the  appropriate   Class of Securities. The  Trustee  will  authenticate  the  Certificated  Securities.    The  Securities  will  be  freely  transferable  and exchangeable,  subject  to  the  transfer  restrictions  applicable  to  Residual  Securities  set  forth  in  the  related  Trust Agreement or MX Trust Agreement, at the Corporate Trust Office of the Trustee.  Among other restrictions, the Residual  Securities  may  not  be  transferred  to  (i)  a  Plan  Investor  (ii)  a  Non-U.S.    Person  or  (iii)  a  Disqualified Organization.  The Trustee may impose a service charge upon Holders for any registration of exchange or transfer of Certificated Securities (other than Residual Securities), and the Trustee may require payment of a sum sufficient to cover  any  tax or other governmental  charge  incurred  in connection with  any  transfer,  including  the  transfer of  a Residual Security. Base Offering Circular - Single Family 5 RICHMOND 649290v15