Guaranteed Mortgage Pass-Through Certificates

Transcription

1 Supplement to Prospectus Supplement dated July 01, 2008 Guaranteed Mortgage Pass-Through Certificates (Residential Mortgage Loans) THE CERTIFICATES AND PAYMENTS OF PRINCIPAL AND INTEREST ON THE CERTIFICATES ARE NOT GUARANTEED BY THE UNITED STATES, AND DO NOT CONSTITUTE A DEBT OR OBLIGATION OF THE UNITED STATES OR OF ANY OF ITS INSTRUMENTALITIES OTHER THAN FANNIE MAE Subsequent to the delivery and publication of the original prospectus supplement, certain information was revised, deleted, or supplemented. Attached are the revised portions of the prospectus supplement with boxes around the changes, showing information that changed from the original prospectus supplement. Before you decide to invest in the certificates, carefully read the prospectus, especially the risk factors section contained in each. If you cannot understand, evaluate and bear those risks, you should not invest in the certificates. We are not required to register the certificates under the Securities Act of 1933, as amended and therefore have not filed a registration statement with the U.S. Securities and Exchange Commission. The certificates are exempted securities within the meaning of the Securities Exchange Act of 1934, as amended. This supplement to the prospectus supplement does not contain complete information regarding this offering and should be read only in conjunction with the prospectus supplement and the prospectus referenced therein. The date of this Supplement to Prospectus Supplement is September 26, 2008

2 *** REVISED 09/26/2008 *** Supplement to Prospectus referenced in the pool statistics included herein Guaranteed Mortgage Pass-Through Certificates (Residential Mortgage Loans) THE CERTIFICATES AND PAYMENTS OF PRINCIPAL AND INTEREST ON THE CERTIFICATES 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. We will issue and guarantee the certificates. Each certificate represents an undivided ownership interest in a pool of residential mortgage loans. We offer each certificate by this prospectus supplement and the prospectus referenced in the pool statistics included herein. The pool number in the pool statistics of this prospectus supplement identifies the pool of residential mortgage loans to which the certificates relate. The certificates are issued under the terms of the Single-Family Master Trust Agreement dated as of June 1, We have executed the trust agreement in our corporate capacity and as Trustee. An issue supplement supplements the trust agreement and has the same date as the issue date shown in the pool statistics of this prospectus supplement. We have responsibility for the servicing of the mortgage loans in the pool. Every month we will pay to the certificateholders scheduled installments of principal on the mortgage loans in the pool, together with interest at the pass-through rate. We guarantee to pay these amounts, whether or not the borrowers under the mortgage loans pay us. If we foreclose on a mortgage loan, we also must pay certificateholders the full principal balance of that loan even if we recover a lesser amount. Before you decide to invest in the certificates, carefully read the prospectus, especially the "risk factors" section. If you cannot understand, evaluate and bear those risks, you should not invest in the certificates. We are not required to register the certificates under the Securities Act of 1933, as amended, and therefore have not filed a registration statement with the U.S. Securities and Exchange Commission. The certificates are exempted securities within the meaning of the Securities Exchange Act of 1934, as amended. Settlement is expected to occur no later than the last business day of the month on which the issue date occurs. The pool statistics of this prospectus supplement contain statistical information about the pool, including a prefix to the pool number that identifies the specific type of mortgage loan in the pool. Recent Developments On September 6, 2008, the Federal Housing Finance Agency, or FHFA, placed Fannie Mae and Freddie Mac into conservatorship. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of Fannie Mae, and of any stockholder, officer, or director of Fannie Mae with respect to Fannie Mae and the assets of Fannie Mae. The conservator selected Herbert M. Allison, former Vice Chairman of Merrill Lynch and Chairman of TIAA-CREF, as the new CEO of Fannie Mae. A copy of the statement issued by FHFA Director James B. Lockhart regarding FHFA s placement of Fannie Mae into conservatorship, the selection of Mr. Allison, and a copy of a Fact Sheet discussing questions and answers about the conservatorship are available on FHFA s website at On September 7, 2008, the U.S. Department of the Treasury, or U.S. Treasury, announced three additional steps taken by it in connection with the conservatorship.

3 *** REVISED 09/26/2008 *** - 1a - First, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with us pursuant to which the U.S. Treasury will purchase up to an aggregate of $100 billion to maintain a positive net worth on a U.S. GAAP basis. This agreement contains covenants that significantly restrict our operations. In exchange for entering into this agreement, the U.S. Treasury received $1 billion of our senior preferred stock and warrants to purchase 79.9% of our common stock. Second, the U.S. Treasury announced the establishment of a new secured lending credit facility which will be available to Fannie Mae, Freddie Mac, and the Federal Home Loan Banks as a liquidity backstop. Third, the U.S. Treasury announced that it is initiating a temporary program to purchase mortgage-backed securities issued by Fannie Mae and Freddie Mac. The secured lending credit facility and the mortgage-backed securities purchase program are currently scheduled to expire in December Details regarding these steps are available on the U.S. Treasury s website at We are continuing to operate as a going concern while in conservatorship and remain liable for all of our obligations, including our guaranty obligations, associated with mortgage-backed securities issued by us. The secured lending credit facility and the Senior Preferred Stock Purchase Agreement described above are intended to enhance our ability to meet our obligations. Under the Federal Housing Finance Regulatory Reform Act of 2008 (the Regulatory Reform Act ), FHFA, as conservator or receiver, has the power to repudiate any contract entered into by Fannie Mae prior to FHFA s appointment as conservator or receiver, as applicable, if FHFA determines, in its sole discretion, that performance of the contract is burdensome and that repudiation of the contract promotes the orderly administration of Fannie Mae s affairs. The Regulatory Reform Act requires FHFA to exercise its right to repudiate any contract within a reasonable period of time after its appointment as conservator or receiver. FHFA as conservator has advised us that it has no intention to repudiate our guaranty obligation under the trust documents because it views repudiation as incompatible with the goals of the conservatorship. In the event that FHFA, as conservator or receiver, were to repudiate our guaranty obligation under the related trust documents, the conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Regulatory Reform Act. Any such liability could be satisfied only to the extent of our assets available therefor. In the event of repudiation, the payments of principal and/or interest to certificateholders would be reduced as a result of borrowers late payments or failure to pay their mortgage loans or a direct servicer s failure to remit borrower payments to us. In such event, fees for the administration of the trust would be paid from mortgage loan payments prior to distributions to certificateholders. Any actual direct compensatory damages for repudiating our guaranty obligation may not be sufficient to offset any shortfalls experienced by certificateholders. Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of Fannie Mae without any approval, assignment or consent. Although we have been advised that it has no present intention to do so, if FHFA, as conservator or receiver, were to transfer our guaranty obligation to another party, certificateholders would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party. In addition, certain rights provided to certificateholders under the trust documents may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or if we are placed into receivership. The trust documents provide that upon the occurrence of a guarantor event of default, which includes the appointment of a conservator or receiver, certificateholders have the right to replace Fannie Mae as trustee and master servicer if the requisite percentage of certificateholders consent. The Regulatory Reform Act prevents certificateholders from enforcing their rights to replace Fannie Mae as trustee and master servicer if the event of default arises solely because a conservator or receiver has been appointed. The Regulatory Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declare an event of default under certain contracts to which Fannie Mae is a party, or obtain possession of or exercise control over any property of Fannie Mae, or affect any contractual rights of Fannie Mae, without the approval of FHFA, as conservator or receiver, for a period of 45 or 90 days following the appointment of FHFA as conservator or receiver, respectively. This prospectus supplement does not contain complete information regarding this offering and should be read only in conjunction with the prospectus referenced in the pool statistics included herein.

4 Supplement to Prospectus referenced in the pool statistics included herein Guaranteed Mortgage Pass-Through Certificates (Residential Mortgage Loans) THE CERTIFICATES AND PAYMENTS OF PRINCIPAL AND INTEREST ON THE CERTIFICATES 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. We will issue and guarantee the certificates. Each certificate represents an undivided ownership interest in a pool of residential mortgage loans. We offer each certificate by this prospectus supplement and the prospectus referenced in the pool statistics included herein. The pool number in the pool statistics of this prospectus supplement identifies the pool of residential mortgage loans to which the certificates relate. The certificates are issued under the terms of the Single-Family Master Trust Agreement dated as of June 1, We have executed the trust agreement in our corporate capacity and as Trustee. An issue supplement supplements the trust agreement and has the same date as the issue date shown in the pool statistics of this prospectus supplement. We have responsibility for the servicing of the mortgage loans in the pool. Every month we will pay to the certificateholders scheduled installments of principal on the mortgage loans in the pool, together with interest at the pass-through rate. We guarantee to pay these amounts, whether or not the borrowers under the mortgage loans pay us. If we foreclose on a mortgage loan, we also must pay certificateholders the full principal balance of that loan even if we recover a lesser amount. Before you decide to invest in the certificates, carefully read the prospectus, especially the "risk factors" section. If you cannot understand, evaluate and bear those risks, you should not invest in the certificates. We are not required to register the certificates under the Securities Act of 1933, as amended, and therefore have not filed a registration statement with the U.S. Securities and Exchange Commission. The certificates are exempted securities within the meaning of the Securities Exchange Act of 1934, as amended. Settlement is expected to occur no later than the last business day of the month on which the issue date occurs. The pool statistics of this prospectus supplement contain statistical information about the pool, including a prefix to the pool number that identifies the specific type of mortgage loan in the pool. Ratings and Outlook Announcements Recent Developments On May 19, 2008, Standard & Poor s Ratings Services ( S&P ) lowered our Risk-to-the-Government rating from AA- to A+ with a negative outlook, and affirmed the AA- ratings on our preferred stock and subordinated debt with a negative outlook. S&P also affirmed the AAA/A-1+ rating on our senior unsecured debt with a stable outlook. On May 6, 2008, Moody s Investors Service ( Moody s ) downgraded our Bank Financial Strength Rating from B+ to B with a negative outlook. Moody s also placed a negative outlook on the Aa3 rating on our preferred stock,

5 - 1a - and affirmed the rating of Aaa on our senior debt and Aa2 on our subordinated debt with a stable outlook. Also on May 6, 2008, Fitch Ratings placed the AA- rating on our preferred stock on Rating Watch Negative, and affirmed the ratings of AAA on our senior unsecured debt and AA- on our subordinated debt with a stable outlook. Although the certificates being offered hereby are not rated, the general market perception of our ability to satisfy our obligations, including our guaranty obligations on the certificates, will affect the liquidity and market value of the certificates. Accordingly, you should consider the potential effect of the recent announcements on the liquidity and market value of your certificates. This prospectus supplement does not contain complete information regarding this offering and should be read only in conjunction with the prospectus referenced in the pool statistics included herein.

6 FANNIE MAE MORTGAGE-BACKED SECURITIES PROGRAM SUPPLEMENT TO PROSPECTUS DATED APRIL 01, 2008 $29,632, ISSUE DATE JULY 01, 2008 SECURITY DESCRIPTION FNMS CI PERCENT PASS-THROUGH RATE FANNIE MAE POOL NUMBER CI CUSIP 31415BDZ9 PRINCIPAL AND INTEREST PAYABLE ON THE 25 TH OF EACH MONTH BEGINNING AUGUST 25, 2008 POOL STATISTICS SELLER MULTIPLE SERVICER MULTIPLE NUMBER OF MORTGAGE LOANS 160 AVERAGE LOAN SIZE $185, MATURITY DATE 07/01/2023 WEIGHTED AVERAGE COUPON RATE % WEIGHTED AVERAGE LOAN AGE 1 mo WEIGHTED AVERAGE LOAN TERM 180 mo WEIGHTED AVERAGE REMAINING MATURITY 179 mo WEIGHTED AVERAGE LTV 63% WEIGHTED AVERAGE CREDIT SCORE 744 % UPB WITHOUT CREDIT SCORE 0.51% % UPB WITH INTEREST ONLY FIRST DISTRIBUTION 0.00% % UPB WITH THIRD PARTY ORIGINATION 65.66% THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 01, 2008

7 FANNIE MAE MORTGAGE-BACKED SECURITIES PROGRAM SUPPLEMENT TO PROSPECTUS DATED APRIL 01, 2008 FANNIE MAE POOL NUMBER CI CUSIP 31415BDZ9 POOL STATISTICS PAGE 2 OF 3 QUARTILE DISTRIBUTION Loan Size Coupon Rate LTV Credit Score MAX $417, MAX MAX 95 MAX % 320, % % 80 75% 791 MED 222, MED MED 67 MED % 150, % % 53 25% 710 MIN 44, MIN MIN 10 MIN 597 Loan Term (# Of Months) Loan Age (# Of Months) Remaining Maturity (# Of Months) MAX 180 MAX 3 MAX % % 1 75% 180 MED 180 MED 1 MED % % 0 25% 179 MIN 180 MIN 0 MIN 177 LOAN PURPOSE Type # Of Loans % Of UPB Aggregate UPB PURCHASE $5,317, REFINANCE ,314, PROPERTY TYPE # Of Units # Of Loans % Of UPB Aggregate UPB $29,447, , OCCUPANCY TYPE Type # Of Loans % Of UPB Aggregate UPB PRINCIPAL RESIDENCE $27,153, SECOND HOME ,846, INVESTOR , THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 01, 2008

8 FANNIE MAE MORTGAGE-BACKED SECURITIES PROGRAM SUPPLEMENT TO PROSPECTUS DATED APRIL 01, 2008 FANNIE MAE POOL NUMBER CI CUSIP 31415BDZ9 POOL STATISTICS PAGE 3 OF 3 ORIGINATION YEAR Year # Of Loans % Of UPB $29,632, Aggregate UPB Year # Of Loans % Of UPB Aggregate UPB State # Of Loans % Of UPB GEOGRAPHIC DISTRIBUTION Aggregate UPB State # Of Loans % Of UPB Aggregate UPB ALABAMA $161, MISSISSIPPI $105, ALASKA , MISSOURI , ARIZONA ,058, MONTANA , CALIFORNIA ,170, NEVADA , COLORADO , NEW JERSEY ,437, CONNECTICUT ,040, NEW YORK ,779, DELAWARE , NORTH CAROLINA ,039, FLORIDA ,549, OHIO , GEORGIA , PENNSYLVANIA , ILLINOIS ,501, SOUTH CAROLINA , INDIANA , TENNESSEE , KANSAS , TEXAS ,299, KENTUCKY , UTAH , MAINE , VIRGINIA , MARYLAND , WASHINGTON ,909, MASSACHUSETTS ,070, WEST VIRGINIA , MICHIGAN , WISCONSIN , MINNESOTA ,188, WYOMING , SERVICER Servicer Name # Of Loans % Of UPB Aggregate UPB GMAC BANK $17,706, GMAC MORTGAGE, LLC ,925, ORIGINATION TYPE Type # Of Loans % Of UPB Aggregate UPB BROKER $0.00 CORRESPONDENT ,456, RETAIL ,175, THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JULY 01, 2008