$1,293,741,986. Guaranteed Pass-Through Certificates Fannie Mae Trust

Transcription

1 Supplement (To Prospectus Supplement dated May 23, 2013) $1,293,741,986 Guaranteed Pass-Through Certificates Fannie Mae Trust This is a supplement to the prospectus supplement dated May 23, 2013 (the Prospectus Supplement ). If we use a capitalized term in this supplement without defining it, you will find the definition of that term in the Prospectus Supplement. Notwithstanding anything set forth on the cover of the Prospectus Supplement, the Final s for the Classes specified below are as follows: LI... November 2034 LA... August 2034 LY... November 2034 Notwithstanding anything set forth on page S-5 of the Prospectus Supplement, the Range of WAMs for the Group 5 MBS is as follows: Range of WAMs Group 5 MBS months to 258 months The Weighted Average Lives table on page S-9 of the Prospectus Supplement relating to the Group 5 Classes is replaced by the following: Group 5 Classes 0% 100% 185% 300% 400% 600% 800% 1100% 1500% LI LA LY Notwithstanding anything set forth on page S-26 of the Prospectus Supplement, in the case of the information set forth for the LI, LA and LY Classes under 0% PSA, we assumed that the Mortgage Loans underlying the Group 5 MBS have an original term to maturity of 360 months and a remaining term to maturity of 258 months. (Continued on next page) Carefully consider the risk factors on page S-11 of the Prospectus Supplement and starting on page 13 of the REMIC Prospectus. Unless you understand and are able to tolerate these risks, you should not invest in the certificates. The certificates, together with any interest thereon, are not guaranteed by the United States and do not constitute a debt or obligation of the United States or any of its agencies or instrumentalities other than Fannie Mae. The certificates are exempt from registration under the Securities Act of 1933 and are exempted securities under the Securities Exchange Act of Citigroup The date of this Supplement is June 11, 2013

2 The Decrement Tables for the LI, LA and LY Classes on page S-32 of the Prospectus Supplement are replaced by the following Decrement Tables: Percent of Original Principal s Outstanding LI Class 0% 100% 185% 300% 400% 600% 800% 1100% 1500% Initial Percent May May May * May * May * * May * * May * * May * * 0 May * * 0 May * * 0 May * * * 0 May * * * 0 May * * * 0 May * * * * 0 May * * * * 0 0 May May May May May May May May May May May May May May May Weighted Average Life (years)** LA Class LY Class 0% 100% 185% 300% 400% 600% 800% 1100% 1500% 0% 100% 185% 300% 400% 600% 800% 1100% 1500% Initial Percent May May May * May * May * * May * May * * May * * May * * May * * 0 May * 0 May * * * 0 May * * 0 May * * * 0 May * * * 0 May May May May May May May May May May May May May May May Weighted Average Life (years)** * Indicates an outstanding balance greater than 0% and less than 0.5% of the original principal balance. ** Determined as specified under Yield, Maturity and Prepayment Considerations Weighted Average Lives and Final s in the REMIC Prospectus. In the case of a Notional Class, the Decrement Table indicates the percentage of the original notional principal balance outstanding. S-2

3 Prospectus Supplement (To REMIC Prospectus dated August 1, 2012) $1,293,741,986 Guaranteed Pass-Through Certificates Fannie Mae Trust The Certificates We, the Federal National Mortgage Association (Fannie Mae), will issue the classes of certificates listed in the chart on this cover. Payments to Certificateholders We will make monthly payments on the certificates. You, the investor, will receive interest accrued on the balance of your certificate (except in the case of the accrual classes), and principal to the extent available for payment on your class. We will pay principal at rates that may vary from time to time. We may not pay principal to certain classes for long periods of time. The Fannie Mae Guaranty We will guarantee that required payments of principal and interest on the certificates are available for distribution to investors on time. The Trust and its Assets The trust will own fifteen groups of Fannie Mae MBS. The mortgage loans underlying the Fannie Mae MBS are first lien, single-family, fixed rate loans. The mortgage loans underlying the Group 2 MBS have loan-to-value ratios in excess of 125%. Tax Treatment The Groups other than Group 2 will together be treated as a REMIC for tax purposes. Group 2 will be treated as a grantor trust for tax purposes. Class Group Original Class Principal Type(1) Interest Rate Interest Type(1) CUSIP Number Final CA... 1 $ 15,000,000 PAC 3.000% FIX 3136AE T P2 June 2033 CU ,374,440 SUP FIX 3136AETQ0 June 2033 BF ,000,000 PT (2) FLT 3136AETR8 June 2043 BS ,000,000(3) NTL (2) INV/IO 3136AE T S6 June 2043 BA ,000,000 PT FIX 3136AETT4 June 2043 PA(4) ,931,000 PAC/AD FIX 3136AETU1 May 2043 PI(4) ,948,250(3) NTL FIX/IO 3136AETV9 May 2043 PB ,310,000 PAC/AD FIX 3136AETW7 June 2043 ZP ,968,301 SUP FIX/Z 3136AETX5 June 2043 (Table continued on next page) If you own certificates of certain classes, you can exchange them for certificates of the corresponding RCR classes to be delivered at the time of exchange. The PC, PE, PH, PK, PM, PG, KC, IW, WF, QD, QG, QJ, HY, HU, MC, MB, ME, NB, NC, ND, NK, NL, NM, NP and MG Classes are the RCR classes. For a more detailed description of the RCR classes, see Schedule 1 attached to this prospectus supplement and Description of the Certificates Combination and Recombination RCR Certificates in the REMIC prospectus. Because the mortgage loans underlying the Group 2 MBS have loan-to-value ratios in excess of 125%, the Group 2 Classes are not eligible assets for a REMIC. See Certain Additional Federal Income Tax Consequences in this prospectus supplement and Material Federal Income Tax Consequences Special Tax Attributes in the MBS Prospectus. The dealer will offer the certificates (other than the LI and LY Classes) from time to time in negotiated transactions at varying prices. We expect the settlement date to be May 30, Fannie Mae initially will retain the LI and LY Classes. See Plan of in this prospectus supplement. Carefully consider the risk factors on page S-11 of this prospectus supplement and starting on page 13 of the REMIC prospectus. Unless you understand and are able to tolerate these risks, you should not invest in the certificates. You should read the REMIC prospectus as well as this prospectus supplement. The certificates, together with interest thereon, are not guaranteed by the United States and do not constitute a debt or obligation of the United States or any agency or instrumentality thereof other than Fannie Mae. The certificates are exempt from registration under the Securities Act of 1933 and are exempted securities under the Securities Exchange Act of Citigroup The date of this Prospectus Supplement is May 23, 2013

4 Class Group Original Class Principal Type(1) Interest Rate Interest Type(1) CUSIP Number Final KA(4)... 4 $ 12,737,000 PAC 2.000% FIX 3136AETY3 June 2043 KI(4) ,245,666(3) NTL FIX/IO 3136AE T Z 0 June 2043 KF(4) ,750,000 SUP (2) FLT 3136AEUA3 June 2043 KS ,500,000 SUP (2) INV 3136AEUB1 June 2043 KB(4) ,123,000 SEG(PAC)/PAC/AD FIX 3136AEUC9 June 2043 IK(4) ,707,666(3) NTL FIX/IO 3136AEUD7 June 2043 SK ,435,600 SEG(PAC)/SUP/AD (2) INV 3136AEUE5 June 2043 FK(4) ,153,400 SEG(PAC)/SUP/AD (2) FLT 3136AE U F2 June 2043 KZ ,495,111 SUP FIX/Z 3136AEUG0 June 2043 LI ,800,018(3) NTL FIX/IO 3136AEUH8 June 2043 LA ,528,000 SEQ FIX 3136AE U J 4 March 2043 LY ,217,478 SEQ FIX 3136AEUK1 June 2043 DE ,000,000 SEQ FIX 3136AEUL9 January 2033 DY ,803,000 SEQ FIX 3136AEUM7 June 2033 QC(4) ,057,000 PAC/AD FIX 3136AEUN5 June 2033 QI(4) ,942,792(3) NTL FIX/IO 3136AE U P0 June 2033 QZ ,851,674 SUP FIX/Z 3136AEUQ8 June 2033 DI ,375,000(3) NTL FIX/IO 3136AEUR6 June 2028 DA ,000,000 PT FIX 3136AE U S4 June 2028 HF ,428,571 PAC (2) FLT 3136AEUT2 October 2041 HS ,428,571(3) NTL (2) INV/IO 3136AEUU9 October 2041 HP ,000,000 PAC FIX 3136AEUV7 October 2041 HO(4) ,019,016 PAC PO 3136AEUW5 June 2043 HJ(4) ,019,016(3) NTL (5) T/IO 3136AEUX3 June 2043 HK(4) ,019,016(3) NTL (5) T/IO 3136AEUY1 June 2043 HQ ,526,837 PAC FIX 3136AEUZ8 June 2043 FH(4) ,486,583 SUP (2) FLT 3136AEVA2 June 2043 SH(4) ,657,722 SUP (2) INV 3136AEVB0 June 2043 AB ,000,000 PT FIX 3136AEVC8 June 2028 AI ,000,000(3) NTL FIX/IO 3136AEVD6 June 2028 EA ,598,915 PAC/AD FIX 3136AEVE4 June 2043 IE ,065,943(3) NTL FIX/IO 3136AE V F1 June 2043 EY ,085 PAC/AD FIX 3136AEVG9 June 2043 EZ ,982,052 SUP FIX/Z 3136AEVH7 June 2043 MD(4) ,842,785 PT FIX 3136AE V J 3 June 2028 MI(4) ,921,392(3) NTL FIX/IO 3136AEVK0 June 2028 ID ,333,333(3) NTL FIX/IO 3136AEVL8 January 2033 DC ,000,000 SEQ FIX 3136AEVM6 January 2033 DB ,042,671 SEQ FIX 3136AEVN4 June 2033 NA(4) ,754,000 SEQ/AD FIX 3136AE V P9 February 2043 NI(4) ,480,833(3) NTL FIX/IO 3136AEVQ7 February 2043 NZ ,923 SEQ FIX/Z 3136AEVR5 June 2043 (Table continued on next page) i

5 Class Group Original Class Principal Type(1) Interest Rate Interest Type(1) CUSIP Number Final NH(4) $ 58,567,000 PAC/AD 1.500% FIX 3136AE V S3 March 2043 IN(4) ,466,857(3) NTL FIX/IO 3136AEVT1 March 2043 NQ ,393,000 PAC/AD FIX 3136AEVU8 June 2043 ZN ,833,822 SUP FIX/Z 3136AEVV6 June 2043 R... 1, NPR 0 NPR 3136AEVW4 June 2043 RL... 1, NPR 0 NPR 3136AEVX2 June 2043 (1) See Description of the Certificates Class Definitions and Abbreviations in the REMIC prospectus. (2) Based on LIBOR. (3) Notional principal balances. These classes are interest only classes. See page S-8 for a description of how their notional principal balances are calculated. (4) Exchangeable classes. (5) These classes are toggle classes. See page S-7 for a description of their interest rates. ii

6 TABLE OF CONTENTS Page AVAILABLE INFORMATION... S- 3 SUMMARY... S- 4 ADDITIONAL RISK FACTORS... S-11 DESCRIPTION OF THE CERTIFICATES... S-12 GENERAL... S-12 Structure... S-12 Fannie Mae Guaranty... S-12 Characteristics of Certificates... S-13 Authorized Denominations... S-13 Trust Agreement Amendments... S-13 THE MBS... S-13 DISTRIBUTIONS OF INTEREST... S-14 General... S-14 Delay Classes and No-Delay Classes... S-14 Accrual Classes... S-14 DISTRIBUTIONS OF PRINCIPAL... S-14 STRUCTURING ASSUMPTIONS... S-18 Pricing s... S-18 Prepayment s... S-18 Principal Schedules... S-18 YIELD TABLES... S-20 General... S-20 The Inverse Floating Rate Classes and the Toggle Classes... S-20 The Fixed Rate Interest Only Classes... S-23 The Principal Only Class... S-25 WEIGHTED AVERAGE LIVES OF THE CERTIFICATES... S-25 DECREMENT TABLES... S-26 Page CHARACTERISTICS OF THE RESIDUAL CLASSES... S-40 CERTAIN ADDITIONAL FEDERAL INCOME TAX CONSEQUENCES.. S-40 U.S. TREASURY CIRCULAR 230 NOTICE... S-40 REMIC ELECTIONS AND SPECIAL TAX ATTRIBUTES... S-40 TAXATION OF BENEFICIAL OWNERS OF REGULAR CERTIFICATES... S-41 TAXATION OF BENEFICIAL OWNERS OF RESIDUAL CERTIFICATES... S-41 TAXATION OF THE GRANTOR TRUST.. S-41 TAXATION OF BENEFICIAL OWNERS OF GRANTOR TRUST CERTIFICATES... S-42 General... S-42 Stripped Bonds and Stripped Coupons... S-42 Expenses of the Grantor Trust... S-44 Sales and Other Dispositions of Grantor Trust Certificates... S-44 Special Tax Attributes... S-44 Information Reporting and Backup Withholding for Grantor Trust Certificates... S-45 Foreign Investors in Grantor Trust Certificates... S-45 TAXATION OF BENEFICIAL OWNERS OF RCR CERTIFICATES... S-46 PLAN OF DISTRIBUTION... S-47 LEGAL MATTERS... S-47 SCHEDULE 1... A- 1 PRINCIPAL BALANCE SCHEDULES... B- 1 S-2

7 AVAILABLE INFORMATION You should purchase the certificates only if you have read and understood this prospectus supplement and the following documents (the Disclosure Documents ): our Prospectus for Fannie Mae Guaranteed REMIC Pass-Through Certificates dated August 1, 2012 (the REMIC Prospectus ); our Prospectus for Fannie Mae Guaranteed Pass-Through Certificates (Single-Family Residential Mortgage Loans) dated O March 1, 2013, for all MBS issued on or after March 1, 2013, O February 1, 2012, for all MBS issued on or after February 1, 2012 and prior to March 1, 2013, O July 1, 2011, for all MBS issued on or after July 1, 2011 and prior to February 1, 2012, O June 1, 2009, for all MBS issued on or after January 1, 2009 and prior to July 1, 2011, O April 1, 2008, for all MBS issued on or after June 1, 2007 and prior to January 1, 2009, or O January 1, 2006, for all other MBS (as applicable, the MBS Prospectus ); and any information incorporated by reference in this prospectus supplement as discussed below and under the heading Incorporation by Reference in the REMIC Prospectus. For a description of current servicing policies generally applicable to existing Fannie Mae MBS pools, see Yield, Maturity and Prepayment Considerations in the MBS Prospectus dated March 1, The MBS Prospectus is incorporated by reference in this prospectus supplement. This means that we are disclosing information in that document by referring you to it. That document is considered part of this prospectus supplement, so you should read this prospectus supplement, and any applicable supplements or amendments, together with that document. You can obtain copies of the Disclosure Documents by writing or calling us at: Fannie Mae MBS Helpline 3900 Wisconsin Avenue, N.W., Area 2H-3S Washington, D.C (telephone ). In addition, the Disclosure Documents, together with the class factors, are available on our corporate Web site at You also can obtain copies of the REMIC Prospectus and the MBS Prospectus by writing or calling the dealer at: Citigroup Global Markets Inc. Prospectus Department 540 Crosspoint Parkway Building 2 Attn: Compliance Fulfillment Unit Getzville, NY (telephone ). S-3

8 SUMMARY This summary contains only limited information about the certificates. Statistical information in this summary is provided as of May 1, You should purchase the certificates only after reading this prospectus supplement and each of the additional disclosure documents listed on page S-3. In particular, please see the discussion of risk factors that appears in each of those additional disclosure documents. Assets Underlying Each Group of Classes Group Assets 1 Group 1 MBS 2 Group 2 MBS 3 Group 3 MBS 4 Group 4 MBS 5 Group 5 MBS 6 Group 6 MBS 7 Group 7 MBS 8 Group 8 MBS 9 Group 9 MBS 10 Group 10 MBS 11 Group 11 MBS 12 Group 12 MBS 13 Group 13 MBS 14 Group 14 MBS 15 Group 15 MBS S-4

9 Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7, Group 8, Group 9, Group 10, Group 11, Group 12, Group 13, Group 14 and Group 15 Characteristics of the MBS Approximate Principal Pass- Through Rate Range of Weighted Average Coupons or WACs (annual percentages) Range of Weighted Average Remaining Terms to Maturity or WAMs (in months) Group 1 MBS $ 17,374, % 3.25% to 5.50% 181 to 240 Group 2 MBS $119,000, % 4.25% to 6.50% 241 to 360 Group 3 MBS $ 12,398, % 4.25% to 6.50% 241 to 360 $ 7,207, % 4.25% to 6.50% 241 to 360 $ 18,721, % 4.25% to 6.50% 241 to 360 $140,882, % 4.25% to 6.50% 241 to 360 Group 4 MBS $ 70,194, % 3.25% to 5.50% 241 to 360 Group 5 MBS $139,745, % 7.25% to 9.50% 181 to 360 Group 6 MBS $ 51,803, % 3.25% to 5.50% 181 to 240 Group 7 MBS $ 29,908, % 3.25% to 5.50% 181 to 240 Group 8 MBS $ 93,000, % 3.25% to 5.50% 121 to 180 Group 9 MBS $253,118, % 3.25% to 5.50% 241 to 360 Group 10 MBS $ 20,000, % 2.75% to 5.00% 121 to 180 Group 11 MBS $ 20,590, % 4.75% to 7.00% 241 to 360 Group 12 MBS $157,842, % 2.75% to 5.00% 121 to 180 Group 13 MBS $ 26,042, % 3.25% to 5.50% 181 to 240 Group 14 MBS $ 35,118, % 3.25% to 5.50% 241 to 360 Group 15 MBS $ 80,793, % 3.75% to 6.00% 241 to 360 Assumed Characteristics of the Underlying Mortgage Loans Principal Original Term to Maturity (in months) Remaining Term to Maturity (in months) Loan Age (in months) Interest Rate Group 1 MBS $ 17,374, % Group 2 MBS $119,000, % Group 3 MBS $ 12,398, % $ 7,207, % $ 18,721, % $140,882, % Group 4 MBS $ 70,194, % Group 5 MBS $139,745, % Group 6 MBS $ 51,803, % Group 7 MBS $ 29,908, % Group 8 MBS $ 93,000, % Group 9 MBS $253,118, % Group 10 MBS $ 20,000, % Group 11 MBS $ 20,590, % Group 12 MBS $157,842, % Group 13 MBS $ 26,042, % Group 14 MBS $ 35,118, % Group 15 MBS $ 80,793, % S-5

10 The actual remaining terms to maturity, loan ages and interest rates of most of the mortgage loans underlying the MBS will differ from those shown above, and may differ significantly. See Risk Factors Risks Relating to Yield and Prepayment Yield Yields on and weighted average lives of the certificates are affected by actual characteristics of the mortgage loans backing the series trust assets in the REMIC Prospectus. Each of the mortgage loans underlying the Group 2 MBS has a loan-to value ratio greater than 125%. Settlement We expect to issue the certificates on May 30, s We will make payments on the certificates on the 25th day of each calendar month, or on the next business day if the 25th day is not a business day. Record On each distribution date, we will make each monthly payment on the certificates to holders of record on the last day of the preceding month. Book-Entry and Physical Certificates We will issue the classes of certificates in the following forms: Fed Book-Entry All classes of certificates other than the R and RL Classes Physical R and RL Classes Exchanging Certificates Through Combination and Recombination If you own certificates of a class designated as exchangeable on the cover of this prospectus supplement, you will be able to exchange them for a proportionate interest in the related RCR certificates. Schedule 1 lists the available combinations of the certificates eligible for exchange and the related RCR certificates. You can exchange your certificates by notifying us and paying an exchange fee. We will deliver the RCR certificates upon such exchange. We will apply principal and interest payments from exchanged trust certificates to the corresponding RCR certificates, on a pro rata basis, following any exchange. S-6

11 Interest Rates During each interest accrual period, the fixed rate classes will bear interest at the applicable annual interest rates listed on the cover of this prospectus supplement or on Schedule 1. During the initial interest accrual period, the floating rate, inverse floating rate and toggle classes will bear interest at the initial interest rates listed below. During each subsequent interest accrual period, the floating rate, inverse floating rate and toggle classes will bear interest based on the formulas indicated below, but always subject to the specified maximum and minimum interest rates: Class Initial Interest Rate Maximum Interest Rate Minimum Interest Rate Formula for Calculation of Interest Rate(1) BF % 6.50% 0.35% LIBOR + 35 basis points BS % 6.15% 0.00% 6.15% LIBOR KF % 5.00% 1.00% LIBOR basis points KS % 6.00% 0.00% 6.00% (1.5 LIBOR) SK % 6.00% 0.00% 6.00% (1.5 LIBOR) FK % 5.00% 1.00% LIBOR basis points HF % 6.50% 0.20% LIBOR + 20 basis points HS % 6.30% 0.00% 6.30% LIBOR HJ % 3.00% 0.00% (2) HK % 3.00% 0.00% (3) FH % 5.00% 1.00% LIBOR basis points SH % 6.00% 0.00% 6.00% (1.5 LIBOR) WF % 5.00% 1.00% LIBOR basis points (1) We will establish LIBOR on the basis of the BBA Method. (2) The applicable interest rate for the HJ Class during each interest accrual period will be determined as follows: If LIBOR is: Applicable Rate or Formula Less than or equal to % % Greater than % and less than % % (16 LIBOR) Equal to or greater than % % (3) The applicable interest rate for the HK Class during each interest accrual period will be determined as follows: If LIBOR is: Applicable Rate or Formula Less than or equal to % % Greater than % and less than %... (16 LIBOR) 129% Equal to or greater than % % S-7

12 Notional Classes The notional principal balances of the notional classes specified below will equal the percentages of the outstanding balances specified below immediately before the related distribution date: Class BS % of the BF Class PI... 75%ofthePAClass KI % of the KA Class IK % of the KB Class IW % of the KA Class plus % of the KB Class LI % of the Group 5 MBS QI % of the QC Class DI % of the DA Class HS % of the HF Class HJ % of the HO Class HK % of the HO Class AI... 40%oftheABClass IE % of the EA Class MI % of the MD Class ID % of the DC Class NI % of the NA Class IN % of the NH Class s of Principal For a description of the principal payment priorities, see Description of the Certificates s of Principal in this prospectus supplement. S-8

13 Weighted Average Lives (years)* Group 1 Classes 0% 100% 150% 200% 250% 400% 600% 800% 1100% CA CU Group 2 Classes 0% 100% 164% 200% 300% 400% 600% 800% BF,BSandBA Group 3 Classes 0% 100% 185% 300% 410% 600% 800% 1100% 1500% 1900% 2300% PA, PI, PC, PE, PG, PH,PKandPM PB ZP Group 4 Classes 0% 100% 125% 200% 263% 322% 355% 600% 800% 1100% 1500% KAandKI KFandKS KBandIK SKandFK KZ KCandIW WF Group 5 Classes 0% 100% 185% 300% 400% 600% 800% 1100% 1500% LI LA LY Group 6 Classes 0% 100% 250% 361% 400% 600% 800% 1100% DE DY Group 7 Classes 0% 100% 120% 175% 225% 300% 400% 600% 800% 1100% QC,QI,QD,QGandQJ QZ Group 8 Classes 0% 100% 111% 200% 300% 500% 700% 900% 1200% DIandDA S-9

14 Group 9 Classes 0% 100% 125% 260% 370% 400% 600% 800% 1100% 1500% HF,HSandHP HO,HJ,HKandHY HQ FH,SHandHU Group 10 Classes 0% 100% 250% 349% 400% 600% 800% 1000% ABandAI Group 11 Classes 0% 100% 210% 370% 400% 600% 800% 1100% 1500% EAandIE EY EZ Group 12 Classes 0% 100% 250% 349% 400% 600% 800% 1000% MD,MI,MC,MB,MEandMG Group 13 Classes 0% 100% 250% 359% 400% 600% 800% 1100% IDandDC DB Group 14 Classes 0% 100% 250% 355% 400% 600% 800% 1100% NA,NI,NB,NCandND NZ Group 15 Classes 0% 100% 125% 250% 345% 500% 800% 1100% 1400% 1800% 2200% NH, IN, NK, NL, NM andnp NQ ZN * Determined as specified under Yield, Maturity and Prepayment Considerations Weighted Average Lives and Final s in the REMIC Prospectus. S-10

15 In the future we may be unable to establish LIBOR on the basis of the BBA Method. On September 28, 2012, Britain s Financial Services Authority recommended that the BBA be removed from its rate-setting responsibility and proposed additional reforms in connection with the determination of LIBOR. If in the future the BBA is no longer calculating the interest settlement rate for one-month U.S. dollar deposits, or if for any other reason we are unable to establish LIBOR on the basis of the BBA Method on any index determination date, we will establish LIBOR based on the LIBO Method as described under Description of the Certificates s on Certificates Interest s Indices for Floating Rate Classes and Inverse Floating Rate Classes in the REMIC Prospectus. We can provide no assurance as to which entity or entities will assume responsibility for setting the applicable rates in the future. In addition, we can provide no assurance that LIBOR for any distribution date accurately represents the offered rate applicable to loans in U.S. dollars for a one-month period between leading European banks or that LIBOR s prominence as a benchmark interest rate will be preserved. Mortgage loans with loan-to-value ratios greater than 125% may have different prepayment and default characteristics than conforming mortgage loans generally. The Group 2 MBS are backed by mortgage loans with loan-to-value ratios greater than 125% (a very high LTV loan ). Although information is limited regarding the default and prepayment rates for very high LTV loans, it is possible that loans of this type may experience rates of default and voluntary prepayment that differ from otherwise comparable loans with lower loan-to-value ratios. Very high LTV loans may be eligible for refinancing under the federal Home Affordable Refinancing Program ( HARP ) and our Refi Plus program. Moreover, our mortgage seller/servicers are permitted to solicit refinancings of very high LTV loans even if the related seller/servicers are not soliciting refinancings from borrowers more generally, so long as they are also soliciting eligible borrowers whose ADDITIONAL RISK FACTORS mortgage loans are owned or guaranteed by Freddie Mac. If very high LTV loans are refinanced, the weighted average life of your certificates may be reduced and, in the case of interest only certificates, as well as certain other classes of certificates purchased at a premium, your yield may be adversely affected. In addition, very high LTV loans may already have been refinanced. A refinanced very high LTV loan is likely to have a lower interest rate than the predecessor loan, which may enable the related borrower to continue to make monthly principal and interest payments. In that case, the weighted average life of your certificates may be extended and, in the case of principal only certificates, as well as certain other classes of certificates purchased at a discount, your yield may be adversely affected. In general, very high LTV loans may be viewed as posing a greater risk of default than loans with lower loan-to-value ratios because borrowers may decide that it is not in their economic interest to continue making monthly payments. To the extent the very high LTV loans go into default, the weighted average life of your certificates may be reduced and, in the case of interest only certificates, as well as certain other classes of certificates purchased at a premium, your yield may be adversely affected. See Description of the Certificates The MBS in this prospectus supplement. Slight changes in LIBOR may significantly affect the yields on the toggle classes in Group 9. The yields on the toggle classes may be extremely sensitive to certain changes in monthly LIBOR values. In particular, the toggle classes may experience dramatic declines in their yields as a result of certain changes in LIBOR, even if those changes are slight. For an illustration of this sensitivity, see the related yield tables in this prospectus supplement. In addition, the initial interest rate for the HK Class is expected to be 0%, and this rate may continue in effect for an indefinite period of time. As a result, the HK Class may receive no distributions for extended periods or may never receive distributions. S-11

16 DESCRIPTION OF THE CERTIFICATES The material under this heading describes the principal features of the Certificates. You will find additional information about the Certificates in the other sections of this prospectus supplement, as well as in the additional Disclosure Documents and the Trust Agreement. If we use a capitalized term in this prospectus supplement without defining it, you will find the definition of that term in the applicable Disclosure Document or in the Trust Agreement. General Structure. We will create the Fannie Mae Trust specified on the cover of this prospectus supplement (the Trust ) pursuant to a trust agreement dated as of May 1, 2010 and a supplement thereto dated as of May 1, 2013 (the Issue ). We will issue the Guaranteed Pass- Through Certificates (the Trust Certificates ) pursuant to that trust agreement and supplement. We will issue the Combinable and Recombinable Trust Certificates (the RCR Certificates and, together with the Trust Certificates, the Certificates ) pursuant to a separate trust agreement dated as of May 1, 2010 and a supplement thereto dated as of the Issue (together with the trust agreement and supplement relating to the Trust Certificates, the Trust Agreement ). We will execute the Trust Agreement in our corporate capacity and as trustee (the Trustee ). In general, the term Classes includes the Classes of Trust Certificates and RCR Certificates. The assets of the Trust will include fifteen groups of Fannie Mae Guaranteed Mortgage Pass- Through Certificates (the Group 1 MBS, Group 2 MBS, Group 3 MBS, Group 4 MBS, Group 5 MBS, Group 6 MBS, Group 7 MBS, Group 8 MBS, Group 9 MBS, Group 10 MBS, Group 11 MBS, Group 12 MBS, Group 13 MBS, Group 14 MBS and Group 15 MBS, and together, the MBS ). Each MBS represents a beneficial ownership interest in a pool of first lien, one- to four-family ( single-family ), fixed-rate residential mortgage loans (the Mortgage Loans ) having the characteristics described in this prospectus supplement. The portion of the Trust other than the Group 2 MBS will include the Lower Tier REMIC and the Upper Tier REMIC as real estate mortgage investment conduits (each, a REMIC ) under the Internal Revenue Code of 1986, as amended (the Code ). The portion of the Trust that consists of the Group 2 MBS will be treated as a grantor trust for tax purposes (the Grantor Trust ). The following chart contains information about the assets, the regular interests and the residual interests of each REMIC. The Trust Certificates other than the Group 2 Classes and the R and RL Classes are collectively referred to as the Regular Classes or Regular Certificates, and the R and RL Classes are collectively referred to as the Residual Classes or Residual Certificates. REMIC Designation Assets Lower Tier REMIC... MBS other than the Group 2 MBS Regular Interests Interests in the Lower Tier REMIC other than the RL Class (the Lower Tier Regular Interests ) Upper Tier REMIC... Lower Tier Regular Interests All Classes of Trust Certificates other than the Group 2 Classes and the R and RL Classes Residual Interest RL R Fannie Mae Guaranty. For a description of our guaranties of the Certificates and the MBS, see the applicable discussions appearing under the heading Fannie Mae Guaranty in the REMIC Prospectus and the MBS Prospectus. Our guaranties are not backed by the full faith and credit of the United States. S-12

17 Characteristics of Certificates. Except as specified below, we will issue the Certificates in book-entry form on the book-entry system of the U.S. Federal Reserve Banks. Entities whose names appear on the book-entry records of a Federal Reserve Bank as having had Certificates deposited in their accounts are Holders or Certificateholders. We will issue the Residual Certificates in fully registered, certificated form. The Holder or Certificateholder of a Residual Certificate is its registered owner. A Residual Certificate can be transferred at the corporate trust office of the Transfer Agent, or at the office of the Transfer Agent in New York, New York. U.S. Bank National Association in Boston, Massachusetts will be the initial Transfer Agent. We may impose a service charge for any registration of transfer of a Residual Certificate and may require payment to cover any tax or other governmental charge. See also Characteristics of the Residual Classes below. Authorized Denominations. We will issue the Certificates in the following denominations: Classes Interest Only, Principal Only, Inverse Floating Rate and Toggle Classes All other Classes (except the R and RL Classes) Denominations $100,000 minimum plus whole dollar increments $1,000 minimum plus whole dollar increments Trust Agreement Amendments. The Trust Agreement provides that any amendment to the Trust Agreement that requires the consent of holders of the Group 2 Classes will require the consent of all holders of the Group 2 Classes. For a description of the required level of Certificateholder consent for amendments to the Trust Agreement affecting Classes other than the Group 2 Classes, see The Trust Documents Amendment in the REMIC Prospectus. The MBS The MBS provide that principal and interest on the related Mortgage Loans are passed through monthly. The Mortgage Loans underlying the MBS are conventional, fixed-rate, fully-amortizing mortgage loans secured by first mortgages or deeds of trust on single-family residential properties. These Mortgage Loans have original maturities of up to 20 years in the case of the Group 1 MBS, Group 6 MBS, Group 7 MBS and Group 13 MBS; up to 30 years in the case of the Group 2 MBS, Group 3 MBS, Group 4 MBS, Group 5 MBS, Group 9 MBS, Group 11 MBS, Group 14 MBS and Group 15 MBS; and up to 15 years in the case of the Group 8 MBS, Group 10 MBS and Group 12 MBS. In addition, each Mortgage Loan underlying the Group 2 MBS is a very high LTV loan with a loan-to-value ratio greater than 125%. Borrowers may be eligible to refinance very high LTV loans if we purchased those loans on or before May 31, For a description of very high LTV loans, see The Mortgage Loans High Loan-to-Value Mortgage Loans in the MBS Prospectus dated March 1, See also Additional Risk Factors Mortgage loans with loan-to-value ratios greater than 125% may have different prepayment and default characteristics than conforming mortgage loans generally in this prospectus supplement. Furthermore, the pools of mortgage loans backing the Group 3 MBS, Group 4 MBS, Group 9 MBS, Group 11 MBS and Group 15 MBS have been designated as pools that include jumboconforming or high balance mortgage loans as described further under The Mortgage Loans Special Feature Mortgage Loans Loans with Original Principal s Exceeding our Traditional Conforming Loan Limits in the MBS Prospectus dated March 1, For periodic updates to that description, please refer to the Pool Prefix Glossary available on our Web site at For additional information about the particular pools underlying the Group 3 MBS, Group 4 MBS, Group 9 MBS, Group 11 MBS and Group 15 MBS, see the Final S-13

18 Data Statement for the Trust and the related prospectus supplement for each MBS. See also Risk Factors Risks Relating to Yield and Prepayment Refinancing of Loans; Sale of Property Jumbo-conforming mortgage loans, which have original principal balances that exceed our traditional conforming loan limits, may prepay at different rates than conforming balance mortgage loans generally in the MBS Prospectus dated March 1, Finally, the Mortgage Loans backing the Group 14 MBS are relocation Mortgage Loans made under agreements between lenders and employers that frequently relocate their employees. For additional information, see Risk Factors Risks Relating to Yield and Prepayment Yield Prepayments Pools Containing relocation mortgage loans have higher rates of prepayment than otherwise comparable pools containing non-relocation mortgage loans and The Mortgage Loans Special Feature Mortgage Loans Relocation Loans in the MBS Prospectus dated March 1, For additional information, see Summary Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7, Group 8, Group 9, Group 10, Group 11, Group 12, Group 13, Group 14 and Group 15 Characteristics of the MBS in this prospectus supplement and The Mortgage Loan Pools and Yield, Maturity and Prepayment Considerations in the MBS Prospectus. s of Interest General. The Certificates will bear interest at the rates specified in this prospectus supplement. Interest to be paid on each Certificate (or added to principal, in the case of the Accrual Classes) on a will consist of one month s interest on the outstanding balance of that Certificate immediately prior to that. For a description of the Accrual Classes, see Accrual Classes below. The Floating Rate and Inverse Floating Rate Classes will bear interest at interest rates based on LIBOR. We currently establish LIBOR on the basis of the BBA Method. See Additional Risk Factors In the future we may be unable to establish LIBOR on the basis of the BBA Method in this prospectus supplement. Delay Classes and No-Delay Classes. The Delay Classes and No-Delay Classes are set forth in the following table: Delay Classes All interest-bearing Classes other than the BF, BS, HF and HS Classes No-Delay Classes BF, BS, HF and HS Classes See Description of the Certificates s on Certificates Interest s in the REMIC Prospectus. The Dealer will treat the Principal Only Class as a Delay Class solely for the purpose of facilitating trading. Accrual Classes. The ZP, KZ, QZ, EZ, NZ and ZN Classes are Accrual Classes. Interest will accrue on each Accrual Class at the applicable annual rate specified on the cover of this prospectus supplement. However, we will not pay any interest on the Accrual Classes. Instead, interest accrued on each Accrual Class will be added as principal to its principal balance on each. We will pay principal on the Accrual Classes as described under s of Principal below. s of Principal On the in each month, we will make payments of principal on the Classes of Trust Certificates as described below. Following any exchange of Trust Certificates for RCR Certificates, we will apply principal payments from the exchanged Trust Certificates to the corresponding RCR Certificates on a pro rata basis. S-14

19 Group 1 The Group 1 Principal Amount in the following priority: 1. To CA to its. PAC Class 2. To CU until retired. Support Class 3. To CA until retired. PAC Class The Group 1 Principal Amount is the principal then paid on the Group 1 MBS. Group 2 The Group 2 Principal Amount to BA and BF, pro rata, until retired. Pass-Through Classes The Group 2 Principal Amount is the principal then paid on the Group 2 MBS. Group 3 The Group 3 Principal Amount in the following priority: 1. To Aggregate Group I to its. PAC Group 2. To ZP until retired. Support Class 3. To Aggregate Group I to zero. PAC Group The Group 3 Principal Amount is the sum of the principal then paid on the Group 3 MBS plus any interest then accrued and added to the principal balance of the ZP Class. Aggregate Group I consists of the PA and PB Classes. On each, we will apply payments of principal of Aggregate Group I to PA and PB, in that order, until retired. Aggregate Group I has a principal balance equal to the aggregate principal balance of the Classes included in Aggregate Group I. Group 4 The KZ Accrual Amount to Aggregate Group II to its, and thereafter to KZ. The Group 4 Cash Flow Amount as follows: % as follows: first, to KA to its ; second, to KF and KS, pro rata, until retired; and third, to KA until retired, and % as follows: first, to Aggregate Group II to its ; second, to KZ until retired; and third, to Aggregate Group II to zero. Accretion Directed/PAC Group and Accrual Class PAC Class Support Classes PAC Class PAC Group Support Class PAC Group The KZ Accrual Amount is any interest then accrued and added to the principal balance of the KZ Class. The Group 4 Cash Flow Amount is the principal then paid on the Group 4 MBS. S-15

20 Aggregate Group II consists of the KB, FK and SK Classes. On each, we will apply payments of principal of Aggregate Group II as follows: first, to KB to its ; second, to FK and SK, pro rata, until retired; and third, to KB until retired. Aggregate Group II has a principal balance equal to the aggregate principal balance of the Classes included in Aggregate Group II. Group 5 The Group 5 Principal Amount to LA and LY, in that order, until retired. Sequential Pay Classes The Group 5 Principal Amount is the principal then paid on the Group 5 MBS. Group 6 The Group 6 Principal Amount to DE and DY, in that order, until retired. Sequential Pay Classes The Group 6 Principal Amount is the principal then paid on the Group 6 MBS. Group 7 The Group 7 Principal Amount in the following priority: 1. To QC to its. PAC Class 2. To QZ until retired. Support Class 3. To QC until retired. PAC Class The Group 7 Principal Amount is the sum of the principal then paid on the Group 7 MBS plus any interest then accrued and added to the principal balance of the QZ Class. Group 8 The Group 8 Principal Amount to DA until retired. Pass-through Class The Group 8 Principal Amount is the principal then paid on the Group 8 MBS. Group 9 The Group 9 Principal Amount in the following priority: 1. To Aggregate Group III to its. PAC Group and Class 2. To HQ to its. Support 3. To FH and SH, pro rata, until retired. Classes 4. To HQ until retired. PAC Class and Group 5. To Aggregate Group III to zero. The Group 9 Principal Amount is the principal then paid on the Group 9 MBS. Aggregate Group III consists of the HF, HP and HO Classes. On each, we will apply payments of principal of Aggregate Group III as follows: first, to HF and HP, pro rata, until retired; and S-16

21 second, to HO until retired. Aggregate Group III has a principal balance equal to the aggregate principal balance of the Classes included in Aggregate Group III. Group 10 The Group 10 Principal Amount to AB until retired. Pass-through Class The Group 10 Principal Amount is the principal then paid on the Group 10 MBS. Group 11 The Group 11 Principal Amount in the following priority: 1. To Aggregate Group IV to its. PAC Group 2. To EZ until retired. Support Class 3. To Aggregate Group IV to zero. PAC Group The Group 11 Principal Amount is the sum of the principal then paid on the Group 11 MBS plus any interest then accrued and added to the principal balance of the EZ Class. Aggregate Group IV consists of the EA and EY Classes. On each, we will apply payments of principal of Aggregate Group IV to EA and EY, in that order, until retired. Aggregate Group IV has a principal balance equal to the aggregate principal balance of the Classes included in Aggregate Group IV. Group 12 The Group 12 Principal Amount to MD until retired. Pass-Through Class The Group 12 Principal Amount is the principal then paid on the Group 12 MBS. Group 13 The Group 13 Principal Amount to DC and DB, in that order, until retired. Sequential Pay Classes The Group 13 Principal Amount is the principal then paid on the Group 13 MBS. Group 14 The Group 14 Principal Amount to NA and NZ, in that order, until retired. Sequential Pay Classes The Group 14 Principal Amount is the sum of the principal then paid on the Group 14 MBS plus any interest then accrued and added to the principal balance of the NZ Class. Group 15 The Group 15 Principal Amount in the following priority: 1. To Aggregate Group V to its. PAC Group 2. To ZN until retired. Support Class 3. To Aggregate Group V to zero. PAC Group The Group 15 Principal Amount is the sum of the principal then paid on the Group 15 MBS plus any interest then accrued and added to the principal balance of the ZN Class. Aggregate Group V consists of the NH and NQ Classes. On each, we will apply payments of principal of Aggregate Group V to NH and NQ, in that order, until retired. S-17

22 Aggregate Group V has a principal balance equal to the aggregate principal balance of the Classes included in Aggregate Group V. Structuring s Pricing s. Except where otherwise noted, the information in the tables in this prospectus supplement has been prepared based on the following assumptions (the Pricing s ): the Mortgage Loans underlying the MBS have the original terms to maturity, remaining terms to maturity, loan ages and interest rates specified under Summary Group 1, Group 2, Group 3, Group 4, Group 5, Group 6, Group 7, Group 8, Group 9, Group 10, Group 11, Group 12, Group 13, Group 14 and Group 15 Assumed Characteristics of the Underlying Mortgage Loans in this prospectus supplement; the Mortgage Loans prepay at the constant percentages of PSA specified in the related tables; the settlement date for the Certificates is May 30, 2013; and each occurs on the 25th day of a month. The actual remaining terms to maturity, loan ages and interest rates of most of the mortgage loans underlying the Trust MBS will differ from the assumed characteristics shown in the Summary, and may differ significantly. See Risk Factors Risks Relating to Yield and Prepayment Yield Yields on and weighted average lives of the certificates are affected by actual characteristics of the mortgage loans backing the series trust assets in the REMIC Prospectus. Prepayment s. The prepayment model used in this prospectus supplement is PSA. For a description of PSA, see Yield, Maturity and Prepayment Considerations Prepayment Models in the REMIC Prospectus. It is highly unlikely that prepayments will occur at any constant PSA rate or at any other constant rate. Principal Schedules. The Principal Schedules are set forth beginning on page B-1 of this prospectus supplement. The Principal Schedules were prepared based on the Pricing s and the assumption that the related Mortgage Loans prepay at a constant rate within the applicable Structuring Ranges specified in the chart below. The Effective Range for an Aggregate Group or a Class is the range of prepayment rates (measured by constant PSA rates) that would reduce the Aggregate Group or Class to its scheduled balance each month based on the Pricing s. We have not provided separate schedules for the individual Classes (other than the KB Class) included in the Aggregate Groups. However, those Classes are designed to receive principal distributions in the same fashion as if separate schedules had been provided (with schedules based on the same underlying assumptions that apply to the applicable Aggregate Group schedule). If such separate schedules had been provided for the individual Classes included in the Aggregate Groups, we expect that the effective ranges for those Classes would not be narrower than those shown below for the related Aggregate Groups. Groups and Classes Structuring Ranges Initial Effective Ranges CA Class s Between 150% and 250% PSA Between 150% and 250% PSA Aggregate Group I s Between 185% and 410% PSA Between 185% and 410% PSA KA Class s Between 125% and 355% PSA Between 125% and 355% PSA KB Class s Between 125% and 322% PSA Between 125% and 322% PSA Aggregate Group II s Between 125% and 263% PSA Between 125% and 263% PSA QC Class s Between 120% and 225% PSA Between 120% and 225% PSA Aggregate Group III s Between 125% and 400% PSA Between 125% and 400% PSA HQ Class s Between 260% and 400% PSA Between 260% and 400% PSA Aggregate Group IV s Between 210% and 400% PSA Between 210% and 400% PSA Aggregate Group V s Between 125% and 345% PSA Between 125% and 345% PSA S-18