Base Offering Circular - Multifamily 482090 52 acquisition, ownership, and disposition of the Securities.  State income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state.  Therefore, potential investors should consult their own tax advisors with respect to the various state tax consequences of an investment in the Securities. ERISA CONSIDERATIONS Distributions of principal and interest with respect to the Securities are guaranteed by Ginnie Mae.  The Ginnie Mae Guaranty is supported by the full faith and credit of the United States of America.  Ginnie Mae does not guarantee the payment of any Prepayment Penalties. A Department of Labor regulation (the “Regulation”) provides that, if an employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), acquires a “guaranteed governmental mortgage pool certificate,” then, for purposes of the fiduciary responsibility provisions of ERISA and the prohibited transaction provisions of ERISA and the Code, the plan’s assets include the certificate and all rights with respect to the certificate under applicable law, but do not, solely by reason of the plan’s holding of that certificate, include any of the mortgages underlying the certificate.  For purposes of the Regulation, a guaranteed governmental mortgage pool certificate is a certificate backed by, or evidencing an interest in, specified mortgages or participation interests in mortgages and with respect to which interest and principal payable pursuant to the certificate is guaranteed by the United States or an agency or instrumentality of the United States.  The effect of the Regulation is that the Sponsor, the Trustee and other Persons providing services with respect to mortgages in the pool will not be subject to the fiduciary responsibility provisions of Title I of ERISA or to the prohibited transaction provisions of ERISA and the Code, merely by reason of the plan’s investment in a certificate.  The Securities will qualify as “guaranteed governmental mortgage pool certificates” within the meaning of the Regulation. Plan investors should be aware that the Regulation does not relieve fiduciaries, other parties in interest, or disqualified persons from provisions of ERISA and the Code other than those indicated above, including, for example, the general fiduciary responsibility provisions of section 404 of ERISA and the requirement of section 401(a) of the Code that a qualified plan must operate for the exclusive benefit of the employees of the employer maintaining the plan and their beneficiaries.  Plan investors should consult with their advisors to determine 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.  Prospective investors also should be aware that because the Securities will not be rated by any rating agency, certain prohibited transaction exemptions that would otherwise be available will not apply to the purchase or holding of the Securities. Residual Securities may not be transferred to a Plan Investor.