STFA SOW 12-13-10.docx

SECTION C

SECTION C - DESCRIPTION / SPECIFICATIONS / STATEMENT OF WORK

C.1 GENERAL INFORMATION

The Government National Mortgage Association (Ginnie Mae) is a wholly owned corporate instrumentality of the United States within the Department of Housing and Urban Development (HUD). Its authority is prescribed generally by Title III of the National Housing Act, as amended (12 U.S.C. 1716 et seq.). Through its single-class and multiclass Mortgage-Backed Securities (MBS) Programs, Ginnie Mae guarantees privately issued securities backed by pools of mortgages insured or guaranteed by the Federal Housing Administration (FHA), the Department of Veterans Affairs (VA), the Department of Agriculture’s Rural Development (RD) Program, or HUD’s Native American Program (PIH). Holders of these MBSs receive a monthly “pass-through” of principal and interest payments on the pool of mortgages backing the securities, less amounts to cover servicing costs and certain Ginnie Mae fees. Ginnie Mae guarantees the registered holder timely payment of scheduled monthly principal and interest payments, loan prepayments and early recoveries of principal on the underlying mortgages. If borrowers fail to make timely payments on their mortgages, the Issuers must make the timely payments to the registered holders, using their own resources.

Through its Multiclass Securities and MBS Programs, Ginnie Mae provides a structure for channeling funds from the nation’s capital markets into the housing market. Multiclass securities products include Real Estate Mortgage Investment Conduit (REMIC) Securities and Platinum Securities. The U.S. Government’s full faith and credit guaranty backing the securities makes them widely accepted in those sectors of the capital markets that otherwise would not be likely to supply funds to the mortgage market. The funds received through the sale of the securities are used to make residential and other mortgage loans. Through this process, the program serves to increase the overall supply of credit available for housing and helps to ensure that credit is available at reasonable interest rates.

a. This contract will contribute toward the Ginnie Mae Program by providing highly complex securitized mortgage, mortgage derivative, and mortgage related product expertise to ensure that Ginnie Mae designs, develops and issues new Ginnie Mae securities that are favorably received by the market and significantly contribute towards Ginnie Mae’s mission to support expanded affordable housing in America by providing an efficient government-guaranteed secondary market vehicle linking the capital markets with Federal housing markets.

Ginnie Mae requires a contractor that shall provide for full service capital markets guidance and expertise on executing and operating Ginnie Mae’s Multiclass Securities Program.

The services listed in the Statement of Work (SOW) must be performed for the benefit of Ginnie Mae and to ensure the continued smooth operation of the Ginnie Mae Securities Program. One of the functions of the Securitized Transaction Financial Advisor (“Contractor”) is to provide a series of Agreed-Upon Procedures letters that Ginnie Mae can rely on to assure that Ginnie Mae Multiclass Securities are issued in accordance with the policies of Ginnie Mae and do not subject the Government to any undue risks.

Ginnie Mae requires these services on its Multiclass Securities Program. The Multiclass Securities Program increases liquidity of Ginnie Mae MBS in the secondary mortgage market.

(1) The Ginnie Mae REMIC products allow the private sector to combine restructured cash flows from Ginnie Mae MBS (including Home Equity Conversion Mortgage backed MBS) and other permissible REMIC securities to be tailored to meet investor’s preferences.

(2) The Ginnie Mae Callable Trust products permit one investor to receive the cash flows from the underlying MBS, while another investor has the right to buy the underlying MBS, under certain circumstances, thereby calling or terminating the Callable Trust.

(3) The Ginnie Mae Stripped Mortgage-Backed Securities (SMBS) Trust program complements the REMIC program and involves the allocation of principal and interest from pass-through securities in differing proportions than exist in the underlying mortgage loans. The SMBS Trust program can add value to investors by creating unique price-yield relationships enabling investors to: (1) better hedge prepayment risk, (2) manage portfolio convexity, control duration gap, as well as achieve desired hedging positions within the mortgage sector.

C2. TASKS

A. TRANSACTION ADVISOR

2.1 TRANSITION-IN (CLIN 0001)

The Contractor shall review current transactions for two months that occur during the transition to become familiar with the process. The Contractor shall also perform all Securitized Transaction Financial Advisor functions enumerated in the Multiclass Securities Guides which can be found at http://ginniemae.gov/guide/mcsguide.asp?subTitle=Investors during the shadowing period as dry runs. In addition, the Contractor shall work with the incumbent Contractor on the list of all outstanding issues relating to Ginnie Mae’s Multiclass securities. The Contractor shall submit a transition plan two (2) business days after the contract is awarded. The transition plan shall describe the approach to transition tasks and materials from the outgoing Contractor. The plan shall include a schedule of briefings, including dates, times and resource allocations required to fully transition all materials and information. Additionally, the transition plan shall include an extensive list of questions and issues the Contractor proposes to address with the outgoing Contractor.

2.2 REMIC & CALLABLE TRUST (CLINs 0002, 0102, 0202, 0302 and 0402) and SMBS (CLINs 0003, 0103, 0203, 0303 and 0403)

a. All effort associated with executing transactions is included in the fixed price per transaction for above noted line items. All effort associated with tasks b - e, including all effort associated with acting as Ginnie Mae’s deal manager is included in the fixed transaction price. No effort associated with monthly transactions will be paid under line items 0004, 0104, 0204, 0304 or 0404.

b. No later than the Final Structure Date, the Contractor shall review the Checklist (as published in the Ginnie Mae Multiclass Securities Guide – also see Attachment I) with the potential Sponsor. After discussing the proposed transaction, recommend whether the proposed transaction conforms to Ginnie Mae’s policies and whether it is in Ginnie Mae’s best interest to complete the transaction. After Ginnie Mae assigns a deal number to the transaction, the Contractor shall provide an Agreed-Upon Procedures Letter to the Recipient (Ginnie Mae) in substantially the same form as cited in Attachment II (Note: Attachment II consists of three Agreed-Upon Procedures Letters; a form for REMICs, Callable Trusts and HECM REMICs-Pricing Letters). See Part I of the Multiclass Securities Guide which can be found at http://ginniemae.gov/guide/mcsguide.asp?subTitle=Investors for additional information regarding Ginnie Mae’s Transaction Process – Phase I: Pricing.

c. After the Final Structure Date, the Contractor shall act as deal manager for Ginnie Mae. The Contractor shall advise Ginnie Mae of any apparent instances of non-compliance relating to Ginnie Mae policy and guidelines published in the Multiclass Securities Guide. The Contractor shall also review and proofread all offering documents and Sponsor Agreements for completeness and accuracy. This proofreading task shall include text, CUSIP numbers, and other numbers printed within the text of the disclosure documents. The Contractor shall electronically submit a daily status update to Ginnie Mae for each deal to facilitate the complete, accurate, and timely creation of each transaction for printing; this update should document the progress of each deal and highlight the printing-related issues, if any, of each deal. In order to clear the offering documents for printing, the Contractor shall provide an Agreed-Upon Procedures Letter to the Recipient (Ginnie Mae’s Legal Advisor) for the appropriate program in substantially the same form as cited in Attachment III (Note: Attachment III consists of four Agreed-Upon Procedures Letters; a form for REMICs, Callable Trusts and HECM REMICs –Offering Circular Supplement Letters). See Part II of the Multiclass Securities Guide which can be found at http://ginniemae.gov/guide/mcsguide.asp?subTitle=Investors for additional information regarding Ginnie Mae’s Transaction Process – Phase II: Offering Circular Supplement. The Contractor shall post a REMIC Relay File to the Multiclass eAccess web page for each transaction shortly after the securities structure has been finalized.

d. Before the transaction closes, the Contractor shall review and proofread all closing documents with the exception of legal opinions for completeness and accuracy and determine that they comply with the terms of the Guide. The Contractor shall electronically submit a daily status update to Ginnie Mae for each deal to facilitate the complete, accurate, and timely creation of each transaction for settlement. The update shall document the progress of each deal and highlight the settlement related issues, if any, of each deal. The update may be prepared in the Contractor’s own format. In order to close the transaction, the Contractor must provide an Agreed-Upon Procedures Letter to the Recipient (Ginnie Mae’s Legal Advisor) in substantially the same form as cited in Attachment IV (Note: Attachment IV consists of four Agreed-Upon Procedures Letters; a form for REMICs, Callable Trusts and HECM REMICs-Closing Letters). See Part II of the Multiclass Securities Guide which can be found at http://ginniemae.gov/guide/mcsguide.asp?subTitle=Investors for additional information regarding Ginnie Mae’s Transaction Process – Phase III: Closing. The Contractor shall complete and deliver a Monthly Guaranty Fees receipt confirmation document. The Contractor shall compile a list of all transactions scheduled to close each month, and the associated guaranty fees. On the settlement date, the Contractor shall confirm that the ACH of the guaranty fees has been initiated, by coordinating with the Ginnie Mae Office of the Treasurer. The monthly guaranty fees receipt document that confirms that the ACH for guaranty fees have been initiated, or identifies any issues with the collection of guaranty fees shall be delivered by 4:30PM on the settlement date via e-mail.

e. The Contractor shall provide post-settlement expertise to address and resolve issues and problems on all previously issued Ginnie Mae multiclass transactions. Specifically, the Contractor shall work with the Legal Advisor, Pool Processing Agent, REMIC Information Agent, Platinum Administrator, Platinum Trustee, and Sponsors to recommend product enhancements that may improve the pricing, liquidity, settlement, clearance, and broaden the investor base for all Ginnie Mae securities.

2.3 FINANCIAL ADVISORY SERVICES (CLINs 0004, 0104, 0204, 0304 and 0404)

a. The Contractor shall provide and update the Ginnie Mae desk manuals so that the Ginnie Mae Multiclass Securities Program and other structured securities programs that may be implemented during the term of this contract operate effectively and efficiently. The updates include any revisions to the shortfall funding provisions known as the buffer, as well as other procedures upon written request on an ad-hoc basis from the GTR.

b. The Contractor must be available when called upon by Ginnie Mae or program participants to research and discuss ad-hoc/one off market topics not already covered in REMIC & CALLABLE TRUST (CLINs 0002, 0102, 0202, 0302 and 0402) and SMBS (CLINs 0003, 0103, 0203, 0303 and 0403). The contractor shall provide an immediate response within 24 hours of the request.

c. The Contractor shall review the Multiclass Securities Guide, the Base Offering Circular and the Offering Circular Supplement Template on an annual basis and assist HUD Office of General Counsel and Legal Advisor with the update, as necessary, based on current or desired practices.

d. The Contractor shall assist Ginnie Mae with its Capital Markets updates on a weekly, monthly, quarterly, semi-annual or annual basis.

e. The Contractor shall conduct annual onsite reviews of Ginnie Mae Trustees that participate in the Ginnie Mae Multiclass Securities Program as part of the Trustee’s annual recertification process.

f. The Contractor will work with Ginnie Mae Capital Markets to develop a procedure for analyzing and making decisions on new structural features as proposed by Sponsors.

g. The contractor will provide Ginnie Mae Capital Markets with an update review and assessment of the usage of derivative products, specifically interest rate caps and corridors in Ginnie Mae Multiclass Securities as changes occur in the market.

h. The Contractor shall advise and make recommendations to Ginnie Mae to develop policies/strategies for limiting its exposure related to the issuance of volatile securities or securities that are especially sensitive to changes in interest rates or prepayment rates. The Contractor shall also assist and recommend steps to limit the likelihood that the more volatile securities will be acquired by unsophisticated investors. This task does not include advice/recommendations related to specific transactions presented to Ginnie Mae. All efforts associated with ongoing monthly transactions are included in the fixed price transaction fees under REMIC & CALLABLE TRUST (CLINs 0002, 0102, 0202, 0302 and 0402) and SMBS (CLINs 0003, 0103, 0203, 0303 and 0403).

i. The Contractor shall provide second opinions in writing and provide oral presentations to Ginnie Mae as requested on new and existing securities products, program structures, operations, procedures, and guarantee fees. Second opinions shall include market intelligence as it relates to new and existing products.

j. The Contractor shall participate in and make recommendations to Ginnie Mae regarding the implementation of additional or augmented systems, reports, research, and data dissemination that may improve the liquidity or operations of Ginnie Mae Mortgage-Backed Securities, mortgage derivatives, and mortgage-related securities.

k. On an ongoing basis, the Contractor shall monitor domestic and international capital markets and advise Ginnie Mae of any impacts to its programs. The Contractor shall also advise Ginnie Mae concerning industry developments, such as Securities Industry and Financial Markets Association (SIFMA) and other similar MBS/Asset Backed Security industry associations, and provide professional top tier advice for interfacing with the industry.

l. The Contractor shall provide Ginnie Mae with quarterly or semiannual (when requested based on market conditions) written and/or oral presentations (including written handouts) regarding Ginnie Mae Securities. The presentations shall include the effect of the Ginnie Mae Multiclass Securities Program and other structured securities that may be implemented during the term of this contract on the relative pricing of Ginnie Mae Multiclass Securities, MBS, mortgage derivatives, and mortgage related securities and their effects on FHA, VA, RD and PIH financing costs. In addition, the presentations shall include the relative value of Ginnie Mae securities vis-à-vis the Agencies and private-label issuers.

m. The Contractor shall arrange, provide logistical and program support and participate in sessions, forums, focus groups, conventions (domestic and foreign), etc. that are relevant to mortgage securities. Specifically, the Contractor shall assist Ginnie Mae in researching, developing, organizing, and coordinating creative conference content solutions (e.g., agendas, workshops, attendance composition strategies, delegates, speakers, etc.) for Ginnie Mae sponsored and/or Ginnie Mae participating events of the highest quality. The aforementioned conferences will primarily have an educational focus with the aim of delivering timely, vital information to institutional investors in a clear thought-provoking manner, concerning the performance characteristics of Ginnie Mae securities. In addition to the educational content, the Contractor shall work with Ginnie Mae to achieve a well-balanced audience composition to achieve successful conference sponsorship or participation. The Contractor shall assist Ginnie Mae to achieve an appropriate balance of fund manager, plan sponsors, dealers, brokers, mortgage bankers, investment bankers, practitioners, academics, etc. to ensure that Ginnie Mae related topics are presented and discussed from multiple perspectives. Ginnie Mae's sponsorship and/or participation activities should serve a dual purpose: (a) to educate investors about the latest developments concerning the relevant characteristics of Ginnie Mae securities and (b) to provide an opportunity to meet existing and potential clientele for the purpose of generating new business relationships. In addition, the Contractor shall review drafts of handbooks, Multiclass Participants Memoranda, forms, web content, and other such materials relating to work under this contract on an ad-hoc basis.

2.4 TRANSITION OUT (CLIN 0405)

The Contractor shall permit the subsequent Contractor to review the transactions process, perform the steps listed herein in the contract, inquire about outstanding issues and ask other technical questions and provide all deliverables. The Contractor shall provide Ginnie Mae and the subsequent Contractor a list of all outstanding issues relating to Ginnie Mae Multiclass Securities and must facilitate a seamless transition to the subsequent Contract. The Contractor shall also develop, document and execute a transition plan that may be used to transition tasks and materials to an incoming Contractor, or to the Government. This requirement shall apply to each performance period assigned under the contract. The transition plan will incorporate an inventory of all deliverables under this contract. The plan shall include a schedule of briefings, including dates and time and resources allotted, that will be required to fully transition all materials developed to the incoming Contractor. The plan shall be submitted at least 90 days prior to the expiration date of the current contract.

Attachment I Checklist

GINNIE MAE [Trans Type] TRANSACTION

FINANCIAL ADVISOR PRICING CHECKLIST FOR SPONSOR PROPOSED

GINNIE MAE [Trust Type] TRUST [Deal Number] [MX]

The purpose of this checklist is to gather information from a Sponsor about its proposed Ginnie Mae REMIC Trust in order to support Ginnie Mae’s decision to initiate a transaction. The responses to the following questions were obtained from the Sponsor, [Sponsor], during one or more telephone calls with [Sponsor Contact] on [Call Date].

1. Characteristics of the proposed Ginnie Mae Certificates to be conveyed to the Ginnie Mae REMIC Trust:

a) Pool Type (Ginnie Mae I or Ginnie Mae II)

b) Interest Rate Type (Fixed or Adjustable)

c) Underlying Mortgage Loan Type (SF or Other)

d) Aggregate Remaining Balance

e) Certificate Rate

2. Anticipated key dates:

Final Structure Date

Latest Sponsor Agreement/Print Date

Pool Information Date

Pool Wire Date

Closing Date

3. Identification of proposed Ginnie Mae - approved key Participants:

Ginnie Mae – Approved

4. An announcement of the characteristics of the Trust Assets to be conveyed to the proposed Ginnie Mae REMIC Trust will be posted to e-Access and distributed to the press shortly after Noon Eastern Time on the second Business Day after pricing. Who are the contact persons to be identified in the announcement?

Yes

No

5. Does the proposed Ginnie Mae REMIC Securities Structure comprise any Class:

a) that is a "jump" Class or nonstandard, esoteric, particularly risky, new or difficult for investors to understand, including a type of Class that has never been issued previously in the Ginnie Mae Multiclass Securities Program?

b) that is either:

● a Class whose value will be highly sensitive to prepayments,

● a Class whose value will be highly sensitive to an index (e.g., LIBOR), or

● customarily a Class type for which a yield sensitivity table is provided If so which Class(es)? PO, Inverse Floater and IO Classes as needed.

c) Are you aware that for each Class identified in response to question 5.b, Ginnie Mae will require that you provide special disclosure such as yield sensitivity tables in the Offering Circular Supplement?

d) Are you aware that Ginnie Mae will require that you designate each Class identified in response to question 5.a and 5.b as an Increased Minimum Denomination Class and issue each such Class in denominations included in the following table:

Inverse Floating Rate Class

Principal Only Class

Non-Sticky Jump Class

Sticky Jump Class

Special Class

Toggle Class

e) In addition, have you informed or will you inform your sales force and other Broker/Dealers to whom you will sell any Increased Minimum Denomination Class on the Closing Date that no such Class is intended to be distributed to investors who are not institutional “accredited investors,” as defined in Rule 501(a)(1), (2), (3), or (7) of Regulation D of the Securities Act of 1933, as amended and who do not have substantial experience in mortgage-backed securities and are not capable of understanding and are unable to bear the risks associated with such an investment?

6. Callable Class

a) Do you intend to use a Ginnie Mae Callable Class to back a Ginnie Mae REMIC Trust?

b) Are you aware that in the event a Callable Class is included in a Ginnie Mae REMIC Trust, the Trustee Fee for the Callable Trust must also serve as the Trustee Fee for the REMIC Trust?

c) Are you aware that the Ginnie Mae REMIC Trust may not issue a Principal Only Security with an initial Class Principal Balance in excess of 10% of the class Principal Balance of the Callable Class included in such REMIC Trust?

d) Are you aware that Ginnie Mae Platinum securities, Ginnie Mae I and Ginnie Mae II Mortgage-Backed securities (“MBS”), and Non-Increased Minimum Denomination Class REMIC securities will constitute “eligible collateral” for all Callable Trusts?

7. Trustee Fee

a) Has the Trustee Fee been determined?

b) Will the Trustee Fee be structured as a strip of the Trust Assets?

c) Are you aware that if there is more than one Trust Asset Group, you are encouraged to allocate the Trustee Fee either pro rata between Trust Asset Groups based on principal balance or to the Trust Asset Group(s) expected to pay-off slower?

8. Do you anticipate any difficulty in the acquisition of the proposed Trust Assets or sale of the proposed Ginnie Mae REMIC Securities, particularly the Classes to be designated as Increased Minimum Denomination Classes?

9. Are there any Sponsor operational difficulties anticipated for any aspect of the proposed Ginnie Mae REMIC Securities?

10. Are there any unique or unusual features or Classes in the proposed Ginnie Mae REMIC Securities Structure:

a) in addition to those discussed above, that Ginnie Mae, the Financial Advisor or the Legal Advisor should be made aware of?

b) that may be inconsistent with the policies and purposes of the Ginnie Mae Multiclass Securities Program as reflected in the Ginnie Mae REMIC Guide currently in effect?

c) that may present an increased risk of Ginnie Mae’s having to perform under its guarantee of the proposed Ginnie Mae REMIC Securities?

d) that might cause the Financial Advisor, Accountant or Tax Administrator difficulty in reverse-engineering the transaction?

11. Do you anticipate any difficulty in qualifying the proposed Ginnie Mae REMIC Securities Structure as a viable REMIC from a tax perspective and obtaining an unqualified tax opinion?

12. Will you use Ginnie Mae’s standard Class naming and other conventions?

13. Are you aware that a Supplemental Statement and an investor Notification, in substantially the forms attached as Exhibits 3 and 4 to the Standard Sponsor Provisions, will be required if the actual characteristics of the Trust Assets are such that there is a material change in the investment characteristics of any Class as described in the Offering Circular Supplement or there is a 10% or greater change in the projected Weighted Average Life of any Class at the pricing prepayment speed as updated in the August 7, 2004 MPM 04-06?

14. HMBS

a) Do the Trust Assets include any HMBS?

b) Are Participations backing such HMBS equal to or greater than par?

c) Will you be able to provide a Sponsor Certification verifying that Participations backing any HMBS are equal to or greater than par?

15. MJM Pools

a) Does the proposed Ginnie Mae REMIC Securities Structure comprise any Trust Asset Group(s) that will include MJM pools as underlying collateral?

16. Characteristics of the proposed Underlying REMIC Certificates or Ginnie Mae Callable Class Securities to be conveyed to the Ginnie Mae REMIC Trust:

a. Guarantor/Issuer (Ginnie, Fannie or Freddie)

b. Trust Name/Number

c. Tranche Name/Number

d. Principal Type

e. Interest Type

f. Interest Rate

g. Remaining Principal Balance

h. Underlying Certificate/Security Payment Due

i. Proposed Ginnie Mae REMIC Security Distribution Date

j. Characteristics of the underlying Ginnie Mae Certificates

i. Pool Type (Ginnie Mae I or Ginnie Mae II)

ii. Interest Rate Type (Fixed or Adjustable)

iii. Underlying Mortgage Loan Type (SF or Other)

iv. Certificate Rate

Attachment II SF and MF REMIC Pricing Letter

Government National Mortgage Association 550 12th Street, S.W., Third Floor Washington, D.C. 20024

[Date 2 Days After Final Structure Date]

Ginnie Mae REMIC Trust [Deal Number] [and Ginnie Mae MX Trust] [Deal Number]

Ladies and Gentlemen:

This letter is delivered to you in our capacity as your Securitized Transaction Financial Advisor in connection with the proposal to issue and sell the Ginnie Mae REMIC Securities proposed by [Sponsor Name], as Sponsor. It is our understanding that the Ginnie Mae Multiclass Securities Guide, April 1, 2008 Edition (the “Ginnie Mae Multiclass Securities Guide”), is the version in effect for this transaction, unless a later edition is mutually agreed to between Ginnie Mae and the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Ginnie Mae Multiclass Securities Guide.

At your request, we have completed the Pricing Checklist, documented the responses from the Sponsor in the attached checklist, and found no Classes in the Securities Structure, as described by the Sponsor, which appear to present an increased risk of Ginnie Mae having to perform under its guarantee of the proposed Securities, assuming timely payment of principal and interest on the Trust Assets. In addition, the Sponsor has represented to us that for any Class that is either:

· highly sensitive to prepayments,

· highly sensitive to an index (e.g., LIBOR) or

· to be sold at a significant premium or discount to its Class Principal Balance, the Sponsor will provide a yield sensitivity table. Furthermore, the Sponsor has represented to us that any class identified in the table below will be designated as an Increased Minimum Denomination Class and will be issued in denominations equal to those included in the following table.

Interest Only Class Inverse Floating Rate Class Principal Only Class Non-Sticky Jump Class Sticky Jump Class Special Class Toggle Class The lesser of (a) $100,000 Original Notional or Original Principal Balance or (b) the Original Notional or Original Principal Balance if such balance is less than $100,000.

Jump Class

The minimum denomination for each jump class in Original Notional or Original Principal Balance is $1,000,000.

The Sponsor has represented to us that the Co-Sponsor, Trustee and Co-Trust Counsel will be identified as soon as possible if they have not already been identified and that they will all be Ginnie Mae-approved Participants.

We do not assume any responsibility for, and make no representation that we have independently verified the accuracy, completeness or fairness of the statements made to us by the Sponsor. We will perform procedures regarding the structural integrity of the proposed Securities Structure at a later date. It should be understood that we make no representations regarding questions of legal or tax interpretation. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

Based on the procedures described above, we found that all Classes that require Increased Minimum Denominations or additional disclosure in the Offering Circular have been appropriately identified. We will not update this letter for changes in the Securities Structure unless requested by you to do so.

This letter is solely for the information and use of Ginnie Mae and its Legal Advisor in conducting and documenting its investigation of the preliminary acceptability of the proposed Securities to the Ginnie Mae Multiclass Securities Program and is not to be used, circulated, quoted, or relied upon by, nor may copies be delivered to, any other person without our prior written consent.

Yours truly, Callable Trust Pricing Letter

Government National Mortgage Association

Washington, D.C. 20024 [Date 2 Days After Final Structure]

Ginnie Mae Callable Trust [Deal Number]

This letter is delivered to you in our capacity as your Securitized Transaction Financial Advisor in connection with the proposal to issue and sell the proposed Ginnie Mae Callable Securities from [Sponsor Name], as Sponsor. It is our understanding that the Ginnie Mae Multiclass Securities Guide April 1, 2008 Edition is the version in effect for this transaction (the “Ginnie Mae Multiclass Securities Guide”), unless a later edition is mutually agreed to between Ginnie Mae and the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Ginnie Mae Multiclass Securities Guide.

At your request, we have completed the Pricing Checklist, documented the responses from the Sponsor in the attached checklist, and found no Classes in the Securities Structure, as described by the Sponsor, which appear to present an increased risk of Ginnie Mae having to perform under its guarantee of the proposed Securities, assuming timely payment of principal and interest on the Trust Assets.

The Sponsor has represented to us that the Co-Sponsor, Trustee and Co-Trust Counsel will be identified as soon as possible if they have not already been identified and that they will all be Ginnie Mae-approved Participants.

We do not assume any responsibility for, and make no representation that we have independently verified the accuracy, completeness or fairness of the statements made to us by the Sponsor. We will perform procedures regarding the structural integrity of the proposed Securities Structure at a later date. It should be understood that we make no representations regarding questions of legal or tax interpretation. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. This letter is solely for the information and use of Ginnie Mae and its Legal Advisor in conducting and documenting its investigation of the preliminary acceptability of the proposed Securities to the Ginnie Mae Multiclass Securities Program and is not to be used, circulated, quoted, or relied upon by, nor may copies be delivered to, any other person without our prior written consent.

HREMIC Pricing Letter

Government National Mortgage Association

Washington, D.C. 20024

[Date 2 Days After Final Structure Date]

Ginnie Mae REMIC Trust [Deal Number]

This letter is delivered to you in our capacity as your Securitized Transaction Financial Advisor in connection with the proposal to issue and sell the Ginnie Mae HECM REMIC Securities proposed by [Sponsor Name], as Sponsor. It is our understanding that the Ginnie Mae Multiclass Securities Guide, April 1, 2008 Edition (the “Ginnie Mae Multiclass Securities Guide”), is the version in effect for this transaction, unless a later edition is mutually agreed to between Ginnie Mae and the Sponsor. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Ginnie Mae Multiclass Securities Guide.

At your request, we have completed the Pricing Checklist, documented the responses from the Sponsor in the attached checklist, and found no Classes in the Securities Structure, as described by the Sponsor, which appear to present an increased risk of Ginnie Mae having to perform under its guarantee of the proposed Securities, assuming timely payment of principal and interest on the Trust Assets. In addition, the Sponsor has represented to us that for any Class that is either:

* highly sensitive to prepayments,

* highly sensitive to an index (e.g., LIBOR) or

* to be sold at a significant premium or discount to its Class Principal Balance,

HECM MBS Accrual Class HECM MBS Pass–Through Class HECM MBS Weighted Average Coupon Class Interest Only Class Inverse Floating Rate Class Non—Sticky Jump Class Principal Only Class Special Class Sticky Jump Class Toggle Class The lesser of (a) $100,000 Original Notional or Original Principal Balance or (b) the Original Notional or Original Principal Balance if such balance is less than $100,000.

Jump Class

The minimum denomination for each jump class in Original Notional or Original Principal Balance is $1,000,000.

The Sponsor has represented to us that the Co-Sponsor, Trustee and Co-Trust Counsel will be identified as soon as possible if they have not already been identified and that they will all be Ginnie Mae-approved Participants.

We do not assume any responsibility for, and make no representation that we have independently verified the accuracy, completeness or fairness of the statements made to us by the Sponsor. We will perform procedures regarding the structural integrity of the proposed Securities Structure at a later date. It should be understood that we make no representations regarding questions of legal or tax interpretation. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

Based on the procedures described above, we found that all Classes that require Increased Minimum Denominations or additional disclosure in the Offering Circular have been appropriately identified. We will not update this letter for changes in the Securities Structure unless requested by you to do so.

This letter is solely for the information and use of Ginnie Mae and its Legal Advisor in conducting and documenting its investigation of the preliminary acceptability of the proposed Securities to the Ginnie Mae Multiclass Securities Program and is not to be used, circulated, quoted, or relied upon by, nor may copies be delivered to, any other person without our prior written consent.

Attachment III SF REMIC Offering Circular Supplement Letter

Government National Mortgage Association 550 12th Street, S.W., Third Floor Washington, D.C. 20024 [Print Date]

Ginnie Mae REMIC Trust [Deal Number]

This letter is delivered to you in our capacity as your Structured Transaction Financial Advisor in connection with the proposal to issue and sell Ginnie Mae REMIC Trust [Deal Number] Guaranteed REMIC Pass-Through Securities [and MX Securities] (the “Securities”), described in an Offering Circular Supplement dated [Print Date] to a Base Offering Circular dated April 1, 2008 (collectively, the “Offering Circular”), prepared by [Sponsor Name], as Sponsor. The Accountant for these Securities is [Accountant Name]. It is our understanding that the Ginnie Mae Multiclass Securities Guide, April 1, 2008 Edition (the “Ginnie Mae Multiclass Securities Guide”), is the version in effect for this transaction. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Glossary in Parts I and II of the Ginnie Mae Multiclass Securities Guide and the Standard Sponsor Provisions, April 1, 2008 Edition.

1. At your request, we have obtained, read copies of and relied upon the following documents, which we have assumed to be in conformity with authentic originals:

a. Offering Circular;

b. Sponsor Agreement, dated the date hereof, containing the Sponsor’s assurances regarding structural integrity; and

c. A draft of the Accountant’s Agreed-Upon Procedures Letter concerning the Offering Circular dated the date hereof (the “Accountants’ Offering Circular Letter”).

2. Using the Trust Assets, the Modeling Assumptions and Securities principal and interest payment terms described in the Offering Circular, as to the Securities and the Trust Assets (or, if the Securities are segregated into Security Groups, as to each such Security Group and the Trust Assets underlying that Security Group), we have recalculated the following:

a. the principal balance of the Trust Assets (net of any portion thereof payable as part of the Trustee Fee) and the principal balance of the Securities, over the life of the Securities. We found that the recalculated principal balance of the Trust Assets (net of any portion thereof payable as part of the Trustee Fee) will always be equal to or greater than the recalculated principal balance of the Securities, irrespective of the rate of prepayments on the Trust Assets.

b. the highest potential weighted average Class Interest Rate for the Securities over the life of the Securities. We found that the Certificate Rate of the Trust Assets will always be equal to or greater than the recalculated highest potential weighted average Class Interest Rate, irrespective of the rate of prepayments on the Trust Assets or level of the index related to the Floating or Inverse Floating Rate Classes, if any.

c. as to each Class of Security, the latest Distribution Date on or before which the final payment due on that Class will be made. We found that the Final Distribution Date for each Class of Security is the same as or later than the recalculated latest Distribution Date for that Class of Security, irrespective of the rate of prepayments on the Trust Assets.

Using the Trust Assets, the Modeling Assumptions, and the Securities principal and interest payment terms described in the Offering Circular and based upon the foregoing procedures, we have determined that the cash flow from the Trust Assets can fulfill the obligations to the Holders of the Securities under all possible patterns of cash flow and combinations set forth in the Available Combinations Schedule, where applicable, assuming timely payment on the Trust Assets and no other expenditures of the Trust except for the Trustee Fee.

3. We have read the sections of the Offering Circular that describe distributions of principal and interest and determined that the Offering Circular appropriately describes the distributions on the Securities being offered.

4. We have read a draft of the Accountants’ Offering Circular Letter and have determined that it states that all material quantitative disclosures regarding the characteristics of the Trust Assets and the Securities have been recomputed by the Accountants.

5. We determined that all Interest Only, Principal Only, leveraged Inverse Floating Rate, Non-Sticky Jump Classes and other Classes that will be sold at the Closing Date at a significant premium or discount to their Original Class Principal Balances, if any, are designated in the Offering Circular to be sold as Increased Minimum Denomination Classes. We also determined that there are no Classes in the Securities Structure which appear to present an increased risk of Ginnie Mae having to perform under its guarantee of the Securities, assuming timely payment of principal and interest on the Trust Assets.

It should be understood that we make no representations regarding questions of legal or tax interpretation. Further, we have addressed ourselves solely to the foregoing data as set forth in the Offering Circular and make no representation regarding the adequacy of disclosure or regarding whether any material facts have been omitted. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

This letter is solely for the information and use of Ginnie Mae and its Legal Advisor in conducting and documenting their investigation of the acceptability of the proposed Securities to the Ginnie Mae Multiclass Securities Program and is not to be used, circulated, quoted, or relied upon by, nor may copies be delivered to, any other person without our prior consent.

We understand that the Accountants’ Offering Circular Letter will not be issued until such time as the Accountants have received the final bound copy of the Offering Circular. Because this letter is dependent on the Accountants’ Offering Circular Letter, this letter must be considered held “in escrow” and not relied on until the Accountants’ Offering Circular Letter is issued. If the Accountants’ Offering Circular Letter is not issued or does not conform to the draft we have reviewed, this letter may not be relied on and should be returned to us.

Multifamily Offering Circular Supplement Letter

Government National Mortgage Association 550 12th Street, S.W., Third Floor Washington, D.C. 20024 [Print Date]

Ginnie Mae REMIC Trust [Deal Number]

Ladies and Gentlemen:

This letter is delivered to you in our capacity as your Securitized Transaction Financial Advisor in connection with the proposal to issue and sell Ginnie Mae REMIC Trust [Deal Number] Guaranteed Multifamily REMIC Pass-Through Securities (the “Securities”), described in an Offering Circular Supplement dated [Print Date] (the “Offering Circular Supplement”) to the Ginnie Mae Multifamily Base Offering Circular dated April 1, 2008 (the “Ginnie Mae Multifamily Base Offering Circular”, together with the Offering Circular Supplement, the “Offering Circular”), prepared by [Sponsor Name], as Sponsor. The Accountant for these Securities is [Accountant Name]. It is our understanding that the Ginnie Mae Multiclass Securities Guide, April 1, 2008 Edition (the “Ginnie Mae Multiclass Securities Guide”), is the version in effect for this transaction, as modified for the Multifamily REMIC program as approved by you. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the glossary appended as Appendix II to the Ginnie Mae Multifamily Base Offering Circular and the Standard Sponsor Provisions, April 1, 2008 Edition.

1. At your request, we have obtained, read copies of and relied upon the following documents, which we have assumed to be in conformity with authentic originals:

d. Offering Circular;

e. Sponsor Agreement, dated the date hereof, containing the Sponsor’s assurances regarding structural integrity; and

f. A draft of the Accountants’ Agreed-Upon Procedures Letter concerning the Offering Circular dated the date hereof (the “Accountants’ Offering Circular Letter”).

2. Using the Trust Assets, the Modeling Assumptions and Securities principal and interest payment terms described in the Offering Circular, as to the Securities and the Trust Assets (or, if the Securities are segregated into Security Groups, as to each such Security Group and the Trust Assets underlying that Security Group), we have recalculated the following:

a. the principal balance of the Trust Assets (net of any portion thereof payable as part of the Trustee Fee) and the principal balance of the Securities, over the life of the Securities. We found that the recalculated principal balance of the Trust Assets (net of any portion thereof payable as part of the Trustee Fee) will always be equal to or greater than the recalculated principal balance of the Securities, irrespective of the rate of prepayments on the Trust Assets.

b. the highest potential weighted average Class Interest Rate for the Securities over the life of the Securities. We found that the Certificate Rate of the Trust Assets will always be equal to or greater than the recalculated highest potential weighted average Class Interest Rate, irrespective of the rate of prepayments on the Trust Assets or level of the index related to the Floating or Inverse Floating Rate Classes, if any.

c. as to each Class of Security, the latest Distribution Date on or before which the final payment due on that Class will be made. We found that the Final Distribution Date for each Class of Security is the same as or later than the recalculated latest Distribution Date for that Class of Security, irrespective of the rate of prepayments on the Trust Assets.

Using the Trust Assets, the Modeling Assumptions, and the Securities principal and interest payment terms described in the Offering Circular and based upon the foregoing procedures, we have determined that the cash flow from the Trust Assets can fulfill the obligations to the Holders of the Securities under all possible patterns of cash flow and combinations set forth in the Available Combinations Schedule, where applicable, assuming timely payment on the Trust Assets and no other expenditures of the Trust except for the Trustee Fee.

It should be understood that we make no representations regarding questions of legal or tax interpretation. Further, we have addressed ourselves solely to the foregoing data as set forth in the Offering Circular and make no representation regarding the adequacy of disclosure or regarding whether any material facts have been omitted. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

This letter is solely for the information and use of Ginnie Mae and its Legal Advisor in conducting and documenting their investigation of the acceptability of the proposed Securities to the Ginnie Mae Multiclass Securities Program and is not to be used, circulated, quoted, or relied upon by, nor may copies be delivered to, any other person without our prior consent.

We understand that the Accountants’ Offering Circular Letter will not be issued until such time as the Accountants have received the final bound copy of the Offering Circular. Because this letter is dependent on the Accountants’ Offering Circular Letter, this letter must be considered held “in escrow” and may not be relied on until the Accountants’ Offering Circular Letter is issued. If the Accountants’ Offering Circular Letter is not issued or does not conform to the draft we have reviewed, this letter may not be relied on and should be returned to us.

Callable Trust Offering Circular Supplement Letter

Government National Mortgage Association 550 12th Street, S.W., Third Floor Washington, D.C. 20024 [Print Date]

Ginnie Mae Callable Trust [Deal Number]

This letter is delivered to you in our capacity as your Structured Transaction Financial Advisor in connection with the proposal to issue and sell Ginnie Mae Callable Trust [Deal Number] Guaranteed…