Prospectus GNMA II Growing Equity Mortgages {HUD-11712-II}

Prospectus Ginnie Mae II Growing Equity Mortgages U.S. Department of Housing and Urban Development Government National Mortgage Association OMB Approval No. 2503-0033 (Exp. 09/30/2010) Public reporting burden for this collection of information is estimated to average 8 minutes per response, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. Ginnie Mae may not collect this information, and you are not required to complete this form, unless it displays a currently valid OMB control number. The information is required by Sec. 306(g) of the National Housing Act or by Ginnie Mae Handbook 5500.3, Rev. 1. The information provides specific deal information and serves to educate investors. The information collected will not be disclosed outside the Department except as required by law. $ % Ginnie Mae II Mortgage-Backed Securities (Growing Equity Mortgages) Guaranteed as to the Timely Payment of Principal and Interest by the Government National Mortgage Association (Backed by the Full Faith and Credit of the United States) Issued by: Ginnie Mae Pool No.: Issue Date: Depository: First Payment Due: Maturity Date: Central Paying and Transfer Agent: The Federal Reserve Bank of New York The securities offered hereby (the "Securities") provide for the timely payment of principal and interest on the twentieth day of each month, except as stated herein, commencing in the month following the month of issuance. Interest will accrue on the Securities at the per annum rate specified above; installments of principal will be payable in relation to payments of principal on the underlying pool of mortgages described herein. The maturity date for the Securities is based on the mortgage with the latest maturity. See "Maturity, Prepayment, and Yield" herein for a discussion of certain significant factors that should be considered by prospective investors in the Securities offered hereby. The Government National Mortgage Association ("Ginnie Mae") guarantees the timely payment of principal and interest on the Securities. The Ginnie Mae guaranty is backed by the full faith and credit of the United States of America. The Securities are exempt from the registration requirements of the Securities Act of 1933, as amended, and are "exempted securities" within the meaning of the Securities Exchange Act of 1934, as amended. Previous editions are obsolete. Page 1 of 9 Appendix IV-23 form HUD 11712-II (01/2006) ref. Ginnie Mae Handbook 5500.3, Rev. 1 American LegalNet, Inc. www.FormsWorkflow.com Ginnie Mae Guaranty Ginnie Mae is a wholly-owned corporate instrumentality of the United States of America within the Department of Housing and Urban Development with its principal office at 451 Seventh Street, S.W., Washington, D.C. 20410. Timely payment of principal of and interest on the Securities is guaranteed by Ginnie Mae pursuant to Section 306(g) of the National Housing Act of 1934, as amended (the "National Housing Act"). Section 306(g) provides that "[t]he full faith and credit of the United States is pledged to the payment of all amounts which may be required to be paid under any guaranty under this subsection." An opinion, dated December 9, 1969, of William H. Rehnquist, Assistant Attorney General of the United States, states that such guaranties under Section 306(g) of mortgage-backed securities of the type offered hereby are authorized to be made by Ginnie Mae and "would constitute general obligations of the United States backed by its full faith and credit." Borrowing Authority­United States Treasury Ginnie Mae, in its corporate capacity under Section 306(d) of the National Housing Act, may issue to the United States Treasury its general obligations in an amount outstanding at any one time sufficient to enable Ginnie Mae, with no limitations as to amount, to perform its obligations under its guaranty of the timely payment of the principal of and interest on the Securities offered hereby. The Treasury is authorized to purchase any obligations so issued. The Treasury Department has indicated that it will make loans to Ginnie Mae, if needed, to implement the aforementioned guaranty as stated in the following letter: The Secretary of the Treasury Washington February 13, 1970 Dear Mr. Secretary: I wish to refer to your letter of November 14, 1969 asking whether the timely payment of principal and interest on mortgage-backed securities of the pass-through type guaranteed by the Government National Mortgage Association under Section 306(g) of the National Housing Act under its management and liquidating function is a function for which the Association may properly borrow from the Treasury. It is the opinion of the Treasury Department that the Association may properly borrow from the Treasury for the purpose of assuring the timely payment of principal and interest on guaranteed pass-through type mortgagebacked securities as described in Chapter 3 paragraph 6 of the Mortgage-Backed Securities Guide dated December 1969. Accordingly, the Treasury will make loans to the Association for the foregoing purposes under the procedure provided in subsection (d) of Section 306 of Title III of the National Housing Act. Sincerely, DAVID M. KENNEDY The Honorable George Romney Secretary of the Department of Housing and Urban Development Washington, D.C. 20410 Previous editions are obsolete. Page 2 of 9 Appendix IV-23 form HUD 11712-II (01/2006) ref. Ginnie Mae Handbook 5500.3, Rev. 1 American LegalNet, Inc. www.FormsWorkflow.com Growing Equity Mortgages The Securities are based on and backed by a pool of mortgage loans (the "Mortgages") described below. The Issuer has represented that the Mortgages are single-family, growing equity mortgages ("GEM") insured by the Federal Housing Administration ("FHA") or guaranteed by the Department of Veterans Affairs ("VA"). The term "mortgage," as used herein, includes both a note and the mortgage or deed of trust by which it is secured. The Issuer has also represented, except as otherwise disclosed in the "Annex--Special Disclosure" (the "Annex"), that (a) there is no age limitation on the first scheduled monthly payment for each Mortgage, (b) if the pool is a custom pool, at least 80% of the original principal amount of the pool constitutes Mortgages that have maturities that are within 30 months of the maturity of the Mortgage with the latest stated maturity, (c