Base Offering Circular – Multifamily 42 used in pricing the Securities.  It should be noted, however, that the law concerning the amortization of premium on mortgage loans is unclear in certain respects.  See “Treatment by the Trust REMIC of Original Issue Discount, Market Discount, and Amortizable Premium.”  If the Service were to contend successfully that part or all of the premium on the assets underlying the Ginnie Mae Multifamily Certificates of certain Trust REMICs is not amortizable, the Residual Holders would recover the basis attributable to the unamortizable premium only as principal payments are received on such assets or upon the disposition or worthlessness of their Residual Securities.  The inability to amortize part or all of the premium could give rise to timing differences between the Trust REMIC’s income and deductions, creating phantom income.   Because phantom income arises from timing differences, it will be matched by a corresponding loss or reduction in taxable income in later years, during which economic or financial income will exceed Trust REMIC taxable income.  Any acceleration of taxable income, however, could lower the after-tax yield to a Residual Holder, because the present value of the tax paid on that income will exceed the present value of the corresponding tax reduction in the later years.  The amount and timing of any phantom income are dependent upon (i) the structure of the particular Trust REMIC, (ii) the prices at which Regular Securities and Residual Securities are sold, and (iii) the rate of prepayment on the mortgage loans underlying the Trust REMIC’s assets and, therefore, cannot be predicted without reference to a particular Trust REMIC. A Residual Holder that is not the original purchaser of the Residual Security must report on its federal income tax return its daily share of the taxable income or loss of the related Trust REMIC for each day that such Holder owns the Residual Security, regardless of whether the price paid by such Holder was the same as the adjusted basis of the Residual Security in the hands of the original purchaser.  Although the legislative history indicates that adjustments may be appropriate where that price differed from the original Holder’s adjusted basis, current law does not provide for any adjustments. Limitations on Offset or Exemption of REMIC Income A portion of the Trust REMIC’s taxable income may be subject to special (and unfavorable) treatment.  That portion (known as “excess inclusion income”) generally is any taxable income beyond that which the Residual Holder would have recognized had the Residual Security been a conventional debt instrument bearing interest at 120% of the applicable long- term federal rate (based on quarterly compounding) as of the date on which the Residual Security was issued.  Excess inclusion income, which is intended to approximate phantom income, may result in unfavorable tax consequences for certain investors. Generally, a Residual Holder’s taxable income (or, if the Residual Holder is part of a consolidated filing group, the taxable income of the group) for any taxable year may not be less than such Holder’s excess inclusion income for that taxable year.  Excess inclusion income for a residual interest is equal to the excess of Trust REMIC taxable income for the quarterly period for such residual interest over the product of (i) 120% of the long-term applicable federal rate that would have applied to the residual interest if it were a debt instrument for federal income tax purposes on the Closing Date and (ii) the adjusted issue price of such residual interest at the beginning of such quarterly period.  For this purpose, the adjusted issue price of a Residual Security at the beginning of a quarter is the issue price of the Residual Security, plus the amount of the daily accruals of Trust REMIC income (excluding excess inclusion income) for all prior