Offering Circular Supplement

(To Base Offering Circular dated July 1, 2023)

$573,617,832

Government National Mortgage Association

GINNIE MAE®

Guaranteed REMIC Pass-Through Securities

and MX Securities

Ginnie Mae REMIC Trust 2024-040

The Securities

The Trust will issue the Classes of

Securities listed on the front cover of

this offering circular supplement.

The Ginnie Mae Guaranty

Ginnie Mae will guarantee the

timely payment of principal and

interest on the securities. The Ginnie

Mae Guaranty is backed by the full

faith and credit of the United States

of America.

The Trust and its Assets

The Trust will own (1) Ginnie Mae

Certificates and (2) certain previously issued certificates.

The securities may not be suitable

investments for you. You should

consider carefully the risks of

investing in them.

See “Risk Factors” beginning on

page S-9 which highlights some

ofthese risks.

The Sponsor and the Co-Sponsor

will offer the securities from time

to time in negotiated transactions

at varying prices. We expect the

closing date to be March 28, 2024.

You should read the Base Offering

Circular as well as this Supple- (1) These Securities may be exchanged for MX Securities described in Schedule I to this Supplement.

Class of

REMIC Securities

Original

Principal

Balance(2)

Interest

Rate

Principal

Type(3)

Interest

Type(3)

CUSIP

Number

Final

Distribution

Date(4)

Security Group 1

FA ...........

PO ...........

SA ...........

$15,000,000

45,000,000

15,000,000

(5)

0.00%

(5)

PT

PT

NTL(PT)

FLT

PO

INV/IO

38384K2U4

38384K2V2

38384K2W0

March 2054

March 2054

March 2054

Security Group 2

KA(1) ........

KV ..........

KZ ...........

35,248,354

8,160,940

10,000,000

5.50

5.50

5.50

SEQ

SEQ/AD

SEQ

FIX

FIX

FIX/Z

38384K2X8

38384K2Y6

38384K2Z3

March 2049

February 2035

February 2054

Security Group 3

B ............

GA(1) ........

GB(1) ........

IA ...........

109,855,000

144,740,000

48,238,000

25,236,083

5.50

5.50

5.50

6.00

SEQ

SEQ

SEQ

NTL(PT)

FIX

FIX

FIX

FIX/IO

38384K3A7

38384K3B5

38384K3C3

38384K3D1

January 2054

November 2045

January 2049

January 2054

Security Group 4

BA ...........

BZ ...........

18,278,000

1,580,026

5.00

5.00

SEQ/AD

SEQ

FIX

FIX/Z

38384K3E9

38384K3F6

November 2049

January 2054

Security Group 5

DA ..........

DB ..........

10,038,000

3,905,747

6.00

6.00

SEQ

SEQ

FIX

FIX

38384K3G4

38384K3H2

May 2050

January 2054

Security Group 6

AP(1) ........

EA(1) ........

EC(1) .........

ED(1) ........

EI(1) .........

EZ(1) .........

GP(1) ........

ZP(1) .........

1,500,000

500,000

2,500,000

11,630,000

1,073,333

1,805,594

1,956,000

521,000

6.00

6.00

5.75

5.50

6.00

6.00

6.00

6.00

PAC/AD

PAC/AD

PAC/AD

PAC/AD

NTL(PAC/AD)

SUP

PAC/AD

PAC/AD

FIX

FIX

FIX

FIX

FIX/IO

FIX/Z

FIX

FIX/Z

38384K3J8

38384K3K5

38384K3L3

38384K3M1

38384K3N9

38384K3P4

38384K3Q2

38384K3R0

June 2052

February 2051

February 2051

February 2051

February 2051

March 2054

June 2052

March 2054

Security Group 7

FH ..........

HA(1) ........

HV(1) ........

HZ(1) ........

SH ...........

42,528,936

9,197,000

644,000

791,235

42,528,936

(5)

5.50

5.50

5.50

(5)

PT

SEQ

SEQ/AD

SEQ

NTL(PT)

FLT

FIX

FIX

FIX/Z

INV/IO

38384K3S8

38384K3T6

38384K3U3

38384K3V1

38384K3W9

March 2054

October 2052

February 2035

March 2054

March 2054

Security Group 8

FE ...........

SE ...........

50,000,000

50,000,000

(5)

(5)

PT

NTL(PT)

FLT

INV/IO

38384K3X7

38384K3Y5

March 2054

March 2054

Security Group 9

IE ........... 20,242,120 6.00 NTL(SC/PT) FIX/IO 38384K3Z2 January 2054

Security Group 10

IG ........... 24,336,223 7.00 NTL(SC/PT) FIX/IO 38384K4A6 November 2053

Residual

RR .......... 0 0.00 NPR NPR 38384K4B4 March 2054

ment. (2) Subject to increase as described under “Increase in Size” in this Supplement. The amount shown for

each Notional Class (indicated by “NTL” under Principal Type) is its original Class Notional Balance and does not represent principal that will be paid. The securities are exempt from (3) As defined under “Class Types” in Appendix I to the Base Offering Circular. The Class Notional registration under the Securities Balance of each Notional Class will be reduced as shown under “Terms Sheet — Notional Classes” in

Act of 1933 and are “exempted this Supplement.

(4) See “Yield, Maturity and Prepayment Considerations — Final Distribution Date” in this securities” under the Securities

Supplement. Exchange Act of 1934. (5) See “Terms Sheet — Interest Rates” in this Supplement.

Morgan Stanley Mischler Financial Group, Inc.

The date ofthis Offering Circular Supplementis March 22, 2024.
AVAILABLE INFORMATION

You should purchase the securities only if you have read and understood the following documents:

• this Offering Circular Supplement (this “Supplement”),

 the Base Offering Circular and

 in the case of the Group 9 and 10 securities, each disclosure document relating to the Underlying

Certificates (the “Underlying Certificate Disclosure Documents”).

The Base Offering Circular and the Underlying Certificate Disclosure Documents are available on

Ginnie Mae’s website located at http://www.ginniemae.gov (“ginniemae.gov”).

If you do not have access to the internet, call BNY Mellon, which will act as information agent for

the Trust, at (800) 234-GNMA, to order copies of the Base Offering Circular. In addition, you can obtain

copies of any other document listed above by contacting BNY Mellon at the telephone number listed

above.

Please consult the standard abbreviations of Class Types included in the Base Offering Circular as

Appendix I and the glossary included in the Base Offering Circular as Appendix II for definitions of

capitalized terms.

TABLE OF CONTENTS

Page Page

Terms Sheet ....................... S-3 ERISA Matters ...................... S-37

Risk Factors ....................... S-9 Legal Investment Considerations ....... S-37

The Trust Assets .................... S-13 Plan of Distribution ................. S-37

Ginnie Mae Guaranty ................ S-14 Increase in Size .................... S-38

Description of the Securities .......... S-14 Legal Matters ....................... S-38

Yield, Maturity and Prepayment Schedule I: Available Combinations .... S-I-1

Considerations ................... S-19 Schedule II: Scheduled Principal

Certain United States Federal Income Balances ....................... S-II-1

Tax Consequences ................ S-35 Exhibit A: Underlying Certificates ...... A-1

S-2
TERMS SHEET

This terms sheet contains selected information for quick reference only. You should read this Supplement, particularly “Risk Factors,” and each of the other documents listed under “Available

Information.”

Sponsor: Morgan Stanley & Co. LLC

Co-Sponsor: Mischler Financial Group, Inc.

Trustee: U.S. Bank National Association

Tax Administrator: The Trustee

Closing Date: March 28, 2024

Distribution Date: The 20th day of each month or, if the 20th day is not a Business Day, the first

Business Day thereafter, commencing in April 2024.

Trust Assets:

Original Term

Trust Asset To Maturity

Group Trust Asset Type Certificate Rate (in years)

1 Ginnie Mae II 2.000% 30

2 Ginnie Mae II 5.500% 30

3 Ginnie Mae II 6.000% 30

4 Ginnie Mae II 5.000% 30

5 Ginnie Mae II 6.000% 30

6 Ginnie Mae II 6.000% 30

7 Ginnie Mae II 7.500% 30

8 Ginnie Mae II 7.000% 30

9 Underlying Certificates (1) (1)

10 Underlying Certificates (1) (1)

(1) Certain information regarding the Underlying Certificates is set forth in Exhibit A

to this Supplement.

Security Groups: This series of Securities consists of multiple Security Groups (each, a “Group”), as

shown on the front cover of this Supplement and on Schedule I to this Supplement. Payments on each

Group will be based solely on payments on the Trust Asset Group with the same numerical

designation.

S-3
Assumed Characteristics of the Mortgage Loans Underlying the Group 1, 6, 7 and 8 Trust

Assets(1):

Weighted Average

Remaining Term Weighted Average Weighted

Principal to Maturity Loan Age Average

Balance (in months) (in months) Mortgage Rate(2)

Group 1 Trust Assets

$60,000,000(3) 316 40 2.425%

Group 6 Trust Assets

$14,330,171(3) 359 1 6.658%

3,977,216(3) 354 5 6.544%

2,105,207(3) 358 2 6.627%

$20,412,594

Group 7 Trust Assets

$53,161,171 354 3 7.979%

Group 8 Trust Assets

$50,000,000 354 4 7.541%

(1) As of March 1, 2024.

(2) The Mortgage Loans underlying the Group 1, 6, 7 and 8 Trust Assets may bear

interest at rates ranging from 0.25% to 1.50% per annum above the related

Certificate Rate.

(3) More than 10% of the Mortgage Loans underlying the Group 1 and 6 Trust Assets

may be higher balance Mortgage Loans. See “Risk Factors” in this Supplement.

The actual remaining terms to maturity, loan ages and Mortgage Rates of many of the Mortgage Loans

underlying the Group 1, 6, 7 and 8 Trust Assets will differ from the weighted averages shown above,

perhaps significantly. See “The Trust Assets — The Mortgage Loans” in this Supplement.

Characteristics of the Mortgage Loans Underlying the Group 2, 3, 4 and 5 Trust Assets(1):

Weighted Average

Remaining Term Weighted Average

Principal to Maturity Loan Age Weighted Average

Pool Number Balance (in months) (in months) Mortgage Rate(2)

Group 2 Trust Asset

MA9488 ..................... $ 53,409,294.78 357 2 6.051%

Group 3 Trust Asset

MA9424 ..................... $302,833,000.87 357 2 6.600%

Group 4 Trust Asset

787240 ...................... $ 19,858,026.60 345 9 5.572%

Group 5 Trust Asset

MA9424 ..................... $ 13,943,747.02 357 2 6.600%

(1) As of March 1, 2024.

(2) The Mortgage Loans underlying the Group 2, 3, 4 and 5 Trust Assets may bear interest at rates

ranging from 0.25% to 1.50% per annum above the related Certificate Rate.

S-4
The actual remaining terms to maturity, loan ages and Mortgage Rates of many of the Mortgage Loans

underlying the Group 2, 3, 4 and 5 Trust Assets will differ from the weighted averages shown above,

perhaps significantly. See “The Trust Assets — The Mortgage Loans” in this Supplement.

Characteristics of the Group 9 and 10 Trust Assets: See Exhibit A to this Supplement for certain

information regarding the characteristics of the related Underlying Certificates.

Issuance of Securities: The Securities, other than the Residual Securities, will initially be issued in

book-entry form through the book-entry system of the U.S. Federal Reserve Banks (the “Fedwire BookEntry System”). The Residual Securities will be issued in fully registered, certificated form. See

“Description of the Securities — Form of Securities” in this Supplement.

Modification and Exchange: If you own exchangeable Securities you will be able, upon notice and

payment of an exchange fee, to exchange them for a proportionate interest in the related Securities

shown on Schedule I to this Supplement. See “Description of the Securities — Modification and

Exchange” in this Supplement.

Increased Minimum Denomination Classes: Each Class that constitutes a Principal Only or Interest

Only Class. See “Description of the Securities — Form of Securities” in this Supplement.

Interest Rates: The Interest Rates for the Fixed Rate Classes are shown on the front cover of this

Supplement or on Schedule I to this Supplement.

The Floating Rate and Inverse Floating Rate Classes will bear interest at per annum rates based on a

30-day compounded average of the Secured Overnight Financing Rate (“SOFR”) (hereinafter referred to

as “30-day Average SOFR”) as follows:

Class

Interest

Rate Formula(1)

Initial

Interest

Rate(2)

Minimum

Rate

Maximum

Rate

Delay

(in days)

30-day Average

SOFR

for Minimum

Interest Rate

Security Group 1

FA ............ 30-day Average SOFR + 1.0% 6.31861% 1.00% 8.00% 0 0.0000%

SA ............ 7.0% 30-day Average SOFR 1.68139% 0.00% 7.00% 0 7.0000%

Security Group 7

FH ............ 30-day Average SOFR + 0.85% 6.16864% 0.85% 8.00% 0 0.0000%

SH ............ 7.15% 30-day Average SOFR 1.83136% 0.00% 7.15% 0 7.1500%

Security Group 8

FE ............ 30-day Average SOFR + 1.0% 6.31864% 1.00% 7.00% 0 0.0000%

SE ............. 6.0% 30-day Average SOFR 0.68136% 0.00% 6.00% 0 6.0000%

(1) 30-day Average SOFR will be established as described under “Description of the Securities —

Interest Distributions — Floating Rate and Inverse Floating Rate Classes” in this Supplement.

(2) The initial Interest Rate will be in effect during the first Accrual Period; the Interest Rate will adjust

monthly thereafter.

S-5
Allocation of Principal: On each Distribution Date for a Security Group, the following distributions

will be made to the related Securities:

SECURITY GROUP 1

The Group 1 Principal Distribution Amount will be allocated, concurrently, to FA and PO, pro rata,

until retired

SECURITY GROUP 2

The Group 2 Principal Distribution Amount and the KZ Accrual Amount will be allocated as follows:

 The KZ Accrual Amount, sequentially, to KV and KZ, in that order, until retired

 The Group 2 Principal Distribution Amount, sequentially, to KA, KV and KZ, in that order, until

retired

SECURITY GROUP 3

The Group 3 Principal Distribution Amount will be allocated, sequentially, to GA, GB and B, in that

order, until retired

SECURITY GROUP 4

The Group 4 Principal Distribution Amount and the BZ Accrual Amount will be allocated, sequentially, to BA and BZ, in that order, until retired

SECURITY GROUP 5

The Group 5 Principal Distribution Amount will be allocated, sequentially, to DA and DB, in that

order, until retired

SECURITY GROUP 6

The Group 6 Principal Distribution Amount, the EZ Accrual Amount and the ZP Accrual Amount

will be allocated as follows:

 The ZP Accrual Amount in the following order of priority:

1. Concurrently, as follows:

a. 8.2937078403% to AP, until retired

b. 91.7062921597% in the following order of priority:

i. Concurrently, to EA, EC and ED, pro rata, until retired

ii. To GP, until retired

2. To ZP, until retired

S-6
 The Group 6 Principal Distribution Amount and the EZ Accrual Amount in the following order of

priority:

1. To AP, EA, EC, ED, GP and ZP, until reduced to their Aggregate Scheduled Principal Balance in the following order of priority:

a. Concurrently, as follows:

i. 8.2937078403% to AP, until retired

ii. 91.7062921597% in the following order of priority:

1. Concurrently, to EA, EC and ED, pro rata, until retired

2. To GP, until retired

b. To ZP, until retired

2. To EZ, until retired

3. To AP, EA, EC, ED, GP and ZP, in the same manner and order of priority as described in

step 1. above, but without regard to their Aggregate Scheduled Principal Balance, until retired

SECURITY GROUP 7

The Group 7 Principal Distribution Amount and the HZ Accrual Amount will be allocated as follows:

 The HZ Accrual Amount, sequentially, to HV and HZ, in that order, until retired

 The Group 7 Principal Distribution Amount, concurrently, as follows:

1. 79.9999984951% to FH, until retired

2. 20.0000015049% sequentially, to HA, HV and HZ, in that order, until retired

SECURITY GROUP 8

The Group 8 Principal Distribution Amount will be allocated to FE, until retired

Scheduled Principal Balances: The Aggregate Scheduled Principal Balances for the Classes listed

below are included in Schedule II to this Supplement. They were calculated using among other things

the following Structuring Range:

Security

Group Structuring Range

PAC Classes

6 AP, EA, EC, ED, GP and ZP (in the aggregate) ....... 195% PSA through 280% PSA

Accrual Classes: Interest will accrue on each Accrual Class identified on the front cover of this

Supplement at the per annum rate set forth on that page. However, no interest will be distributed to the

Accrual Classes as interest. Interest so accrued on each Accrual Class on each Distribution Date will

constitute an Accrual Amount, which will be added to the Class Principal Balance of that Class on each

Distribution Date and will be distributable as principal as set forth in this Terms Sheet under “Allocation

of Principal.”

S-7
Notional Classes: The Notional Classes will not receive distributions of principal but have Class

Notional Balances for convenience in describing their entitlements to interest. The Class Notional Balance of each Notional Class represents the percentage indicated below of, and reduces to that extent

with, the Class Principal Balances or the outstanding notional balance of the related Trust Asset Group

indicated:

Original Class

Class Notional Balance Represents Approximately

Security Group 1

SA ............. $15,000,000 100% of FA (PT Class)

Security Group 2

KI .............. $ 9,613,187 27.2727272727% of KA (SEQ Class)

Security Group 3

AI .............. $52,630,363 27.2727272727% of GA and GB (in the aggregate) (SEQ Classes)

GI .............. 39,474,545 27.2727272727% of GA (SEQ Class)

IA .............. 25,236,083 8.3333333333% of GA, GB and B (in the aggregate) (SEQ Classes)

Security Group 6

EI .............. $ 1,073,333 7.3365231260% of EA, EC and ED (in the aggregate) (PAC/AD Classes)

Security Group 7

SH ............. $42,528,936 100% of FH (PT Class)

Security Group 8

SE .............. $50,000,000 100% of FE (PT Class)

Security Group 9

IE .............. $20,242,120 100% of the Group 9 Trust Assets

Security Group 10

IG .............. $24,336,223 100% of the Group 10 Trust Assets

Tax Status: Double REMIC Series. See “Certain United States Federal Income Tax Consequences” in

this Supplement and in the Base Offering Circular.

Regular and Residual Classes: Class RR is a Residual Class and represents the Residual Interest of the

Issuing REMIC and the Pooling REMIC. All other Classes of REMIC Securities are Regular Classes.

S-8
RISK FACTORS

You should purchase securities only if you understand and are able to bear the associated risks. The

risks applicable to your investment depend on the principal and interest type of your securities. This section highlights certain of these risks.

The rate of principal payments on the

underlying mortgage loans will affect the

rate of principal payments on your

securities. The rate at which you will receive

principal payments will depend largely on the

rate of principal payments, including prepayments, on the mortgage loans underlying the

related trust assets. Any historical data regarding

mortgage loan prepayment rates may not be

indicative of the rate of future prepayments on

the underlying mortgage loans, and no assurances can be given about the rates at which the

underlying mortgage loans will prepay. We

expect the rate of principal payments on the

underlying mortgage loans to vary. Borrowers

generally may prepay their mortgage loans at any

time without penalty.

The terms of the mortgage loans may be modified to permit, among other things, a partial

release of security, which releases a portion of

the mortgaged property from the lien securing

the related mortgage loan. Partial releases of

security may reduce the value of the remaining

security and also allow the related borrower to

sell the released property and generate proceeds

that may be used to prepay the related mortgage

loan in whole or in part.

In addition to voluntary prepayments, mortgage

loans can be prepaid as a result of governmental

mortgage insurance claim payments, loss mitigation arrangements, repurchases or liquidations

of defaulted mortgage loans. Although under

certain circumstances Ginnie Mae issuers have

the option to repurchase defaulted mortgage

loans from the related pool underlying a Ginnie

Mae MBS certificate, they are not obligated to do

so. Defaulted mortgage loans that remain in

pools backing Ginnie Mae MBS certificates may

be subject to governmental mortgage insurance

claim payments, loss mitigation arrangements or

foreclosure, which could have the same effect as

voluntary prepayments on the cash flow available to pay the securities.

A catastrophic weather event, pandemic or

other natural disaster may affect the rate of

principal payments, including prepayments, on

the underlying mortgage loans. Any such event

may damage the related mortgaged properties

that secure the mortgage loans or may lead to a

general economic downturn in the affected

regions, including job losses and declines in real

estate values. A general economic downturn

may increase the rate of defaults on the mortgage loans in such areas resulting in prepayments on the related securities due to

governmental mortgage insurance claim payments, loss mitigation arrangements,

repurchases or liquidations of defaulted mortgage loans. Insurance payments on damaged or

destroyed homes may also lead to prepayments

on the underlying mortgage loans. Further, in

connection with presidentially declared major

disasters, Ginnie Mae may authorize optional

special assistance to issuers, including expanded

buyout authority which allows issuers, upon

receiving written approval from Ginnie Mae, to

repurchase eligible loans from the related pool

underlying a Ginnie Mae MBS certificate, even if

such loans are not delinquent or do not otherwise meet the standard conditions for removal

or repurchase.

No assurances can be given as to the timing or

frequency of any governmental mortgage

insurance claim payments, issuer repurchases,

loss mitigation arrangements or foreclosure

proceedings with respect to defaulted mortgage

loans and the resulting effect on the timing or

rate of principal payments on your securities.

Rates of principal payments can reduce

your yield. The yield on your securities probably will be lower than you expect if:

 you bought your securities at a premium

(interest only securities, for example) and

principal payments are faster than you

expected, or

S-9
 you bought your securities at a discount

(principal only securities, for example) and

principal payments are slower than you

expected.

In addition, if your securities are interest only

securities or securities purchased at a significant

premium, you could lose money on your

investment if prepayments occur at a rapid rate.

Under certain circumstances, a Ginnie Mae

issuer has the right to repurchase a

defaulted mortgage loan from the related

pool of mortgage loans underlying a

particular Ginnie Mae MBS certificate, the

effect of which would be comparable to a

prepayment of such mortgage loan. At its

option and without Ginnie Mae’s prior consent, a

Ginnie Mae issuer may repurchase any mortgage

loan at an amount equal to par less any amounts

previously advanced by such issuer in connection with its responsibilities as servicer of

such mortgage loan to the extent that (i) in the

case of a mortgage loan included in a pool of

mortgage loans underlying a Ginnie Mae MBS

certificate issued on or before December 1, 2002,

such mortgage loan has been delinquent for four

consecutive months, and at least one delinquent

payment remains uncured or (ii) in the case of a

mortgage loan included in a pool of mortgage

loans underlying a Ginnie Mae MBS certificate

issued on or after January 1, 2003, no payment

has been made on such mortgage loan for three

consecutive months. Any such repurchase will

result in prepayment of the principal balance or

reduction in the notional balance of the securities

ultimately backed by such mortgage loan. No

assurances can be given as to the timing or frequency of any such repurchases.

The levels of 30-day Average SOFR will affect

the yields on the floating rate and inverse

floating rate securities. If 30-day Average

SOFR performs differently from what you expect,

the yield on the floating rate and inverse floating

rate securities may be lower than you expect.

Lower levels of such index will generally reduce

the yield on the floating rate securities; higher

levels of such index will generally reduce the

yield on the inverse floating rate securities. You

should bear in mind that the timing of changes

in the level of such index may affect your yield:

generally, the earlier a change, the greater the

effect on your yield. It is doubtful that such

index will remain constant.

An investment in the securities is subject to

significant reinvestment risk. The rate of

principal payments on your securities is

uncertain. You may be unable to reinvest the

payments on your securities at the same returns

provided by the securities. Lower prevailing

interest rates may result in an unexpected return

of principal. In that interest rate climate, higher

yielding reinvestment opportunities may be limited. Conversely, higher prevailing interest rates

may result in slower returns of principal, and you

may not be able to take advantage of higher

yielding investment opportunities. The final

payment on your security may occur much earlier than the final distribution date.

Support securities will be more sensitive to

rates of principal payments than other

securities. If principal prepayments result in

principal distributions on any distribution date

equal to or less than the amount needed to

produce scheduled payments on the PAC classes,

the support class will not receive any principal

distribution on that date. If prepayments result in

principal distributions on any distribution date

greater than the amount needed to produce

scheduled payments on the PAC classes for that

distribution date, this excess will be distributed to

the support class.

The rate of payments on the underlying certificates will directly affect the rate of

payments on the group 9 and 10 securities.

The underlying certificates will be sensitive in

varying degrees to the rate of payments of

principal (including prepayments) of the related

mortgage loans.

This supplement contains no information as to

whether the underlying certificates have performed as originally anticipated. Additional

information as to the underlying certificates may

be obtained by performing an analysis of current

principal factors of the underlying certificates in

S-10
light of applicable information contained in the

related underlying certificate disclosure documents.

Up to 10% of the mortgage loans underlying

the group 2, 3, 4, 5, 7, 8, 9 and 10 trust assets

and up to 100% of the mortgage loans

underlying the group 1 and 6 trust assets

may be higher balance mortgage loans.

Subject to special pooling parameters set forth in

the Ginnie Mae Mortgage-Backed Securities

Guide, qualifying federally-insured or guaranteed

mortgage loans that exceed certain balance

thresholds established by Ginnie Mae (“higher

balance mortgage loans”) may be included in

Ginnie Mae guaranteed pools. There are no historical performance data regarding the prepayment rates for higher balance mortgage loans. If

the higher balance mortgage loans prepay faster

or slower than expected, the weighted average

lives and yields of the related securities are likely

to be affected, perhaps significantly. Furthermore, higher balance mortgage loans tend to

be concentrated in certain geographic areas,

which may experience relatively higher rates of

defaults in the event of adverse economic conditions. No assurances can be given about the

prepayment experience or performance of the

higher balance mortgage loans.

An investment in the floating rate and

inverse floating rate securities entails risks

not associated with an investment in

conventional fixed rate securities or securities linked to established market indices.

The Federal Reserve Bank of New York began to

publish SOFR in April 2018 and compounded

averages of SOFR in March 2020. Although the

Federal Reserve Bank of New York has also

published historical indicative SOFR from August

2014 to March 2018, such pre-publication data

necessarily involves assumptions, estimates and

approximations. You should not rely on any

historical changes or trends in SOFR as an

indicator of future changes in SOFR. Daily shifts

in SOFR have been, and may in the future be,

greater than those in comparable market indices.

Because the interest rate applicable to any

accrual period for securities with an interest rate

based on SOFR will be calculated by reference to

the daily rates of SOFR during an approximate

30-day period commencing and ending before

the related accrual period as described under

“Description of the Securities — Interest Distributions — Floating Rate and Inverse Floating

Rate Classes” in this supplement, the return on

and value of the floating rate and inverse floating

rate securities may fluctuate more than debt

securities linked to less volatile indices.

30-day Average SOFR is a relatively new market

index, and the floating rate and inverse floating

rate securities will likely have no established

trading market when issued, and an established

trading market may never develop or, if developed, may not be liquid. Market terms for securities indexed to 30-day Average SOFR may

evolve over time, and trading prices of some

securities indexed to 30-day Average SOFR may

be lower than those of later-issued securities as a

result. Similarly, if 30-day Average SOFR does not

prove to be widely used in similar securities, the

trading price of related SOFR-Based Classes may

be lower than those of securities linked to

indices that are more widely used. Investors in

SOFR-Based Classes may not be able to sell their

securities at all or may not be able to sell their

securities at prices that will provide them with a

yield comparable to similar investments that have

a developed secondary market, and may consequently suffer from increased pricing volatility

and market risk.

You should consult your own financial and legal

advisors about the risks associated with an

investment in the floating rate and inverse floating rate securities and the suitability of investing

in the floating rate and inverse floating rate securities in light of your particular circumstances.

Interest on the floating rate and inverse

floating rate securities will be determined

using a replacement rate if 30-day Average

SOFR is no longer available, which could

adversely affect the value of your investment in the floating rate and inverse floating

rate securities. 30-day Average SOFR is published by the Federal Reserve Bank of New York

based on data received from other sources, and

neither Ginnie Mae nor the trustee has any

S-11
control over its determination, calculation or

publication. The activities of the Federal Reserve

Bank of New York may directly affect prevailing

30-day Average SOFR in unpredictable ways.

There can be no guarantee that 30-day Average

SOFR will not be discontinued or fundamentally

altered in a manner that is materially adverse to

the interests of holders of securities indexed to

30-day Average SOFR. If the manner in which

30-day Average SOFR is calculated is changed or

if 30-day Average SOFR is discontinued, that

change or discontinuance may result in a reduction of the amount of interest payable on applicable SOFR-Based Classes and the trading prices

of such Classes.

The Federal Reserve Bank of New York has

noted that it may alter the methods of calculation, publication schedule, rate revision practices or availability of 30-day Average SOFR at any

time without notice. There can be no assurance

that 30-day Average SOFR will not be discontinued or fundamentally altered in a manner

that is materially adverse to the interests of

investors in the floating rate and inverse floating

rate securities.

If 30-day Average SOFR is no longer published or

cannot be used, the amount of interest payable on

the floating rate and inverse floating rate securities

will be determined using a replacement rate, as

described under “Description of the Securities —

Interest Rate Indices — Benchmark Replacement”

in the base offering circular. Ginnie Mae will have

the sole discretion to make conforming changes in

connection with any replacement rate without the

consent of security holders or any other party, as

described under “Description of the Securities —

Interest Rate Indices — Benchmark Replacement”

in the base offering circular. This could reduce the

amount of interest payable on the floating rate

and inverse floating rate securities, which could

adversely affect the return on, value of, and market for, the floating rate and inverse floating rate

securities. Furthermore, there can be no assurance

that the characteristics of any replacement rate will

be similar to 30-day Average SOFR or that any

replacement rate will produce the economic

equivalent of 30-day Average SOFR.

The securities may not be a suitable investment for you. The securities, especially the

group 9 and 10 securities and, in particular, the

support, interest only, principal only, accrual and

residual classes, are not suitable investments for

all investors.

In addition, although the sponsor intends to

make a market for the purchase and sale of the

securities after their initial issuance, it has no

obligation to do so. There is no assurance that a

secondary market will develop, that any secondary market will continue, or that the price at

which you can sell an investment in any class

will enable you to realize a desired yield on that

investment.

You will bear the market risks of your investment. The market values of the classes are likely

to fluctuate. These fluctuations may be significant

and could result in significant losses to you.

The secondary markets for mortgage-related

securities have experienced periods of illiquidity

and can be expected to do so in the future. Illiquidity can have a severely adverse effect on the

prices of classes that are especially sensitive to

prepayment or interest rate risk or that have

been structured to meet the investment requirements of limited categories of investors.

The residual securities may experience significant

adverse tax timing consequences. Accordingly,

you are urged to consult tax advisors and to

consider the after-tax effect of ownership of a

residual security and the suitability of the residual

securities to your investment objectives. See

“Certain United States Federal Income Tax Consequences” in this supplement and in the base

offering circular.

You are encouraged to consult advisors regarding the financial, legal, tax and other aspects of

an investment in the securities. You should not

purchase the securities of any class unless you

understand and are able to bear the prepayment,

yield, liquidity and market risks associated with

that class.

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The actual characteristics of the underlying

mortgage loans will affect the weighted

average lives and yields of your securities.

The yield and decrement tables in this supplement are based on assumed characteristics which

are likely to be different from the actual

characteristics. As a result, the yields on your

securities could be lower than you expected,

even if the mortgage loans prepay at the constant

prepayment rates set forth in the applicable

table.

It is highly unlikely that the underlying mortgage

loans will prepay at any of the prepayment rates

assumed in this supplement, or at any constant

prepayment rate.

THE TRUST ASSETS

General

The Sponsor intends to acquire the Trust Assets in privately negotiated transactions prior to the

Closing Date and to sell them to the Trust according to the terms of a Trust Agreement between the

Sponsor and the Trustee. The Sponsor will make certain representations and warranties with respect to

the Trust Assets. All Trust Assets, regardless of whether the assets consist of Trust MBS or an Underlying

Certificate, will evidence, directly or indirectly, Ginnie Mae Certificates.

The Trust MBS (Groups 1, 2, 3, 4, 5, 6, 7 and 8)

The Trust MBS are either:

1. Ginnie Mae II MBS Certificates guaranteed by Ginnie Mae, or

2. Ginnie Mae Platinum Certificates backed by Ginnie Mae II MBS Certificates and guaranteed by

Ginnie Mae.

Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate issued prior to July 1, 2003 bears interest at a Mortgage Rate 0.50% to 1.50% per annum greater than the related Certificate Rate. Each Mortgage Loan underlying a Ginnie Mae II MBS Certificate issued on or after July 1, 2003 bears interest at a

Mortgage Rate 0.25% to 0.75% per annum greater than the related Certificate Rate. Ginnie Mae receives a

fee (the “Ginnie Mae Certificate Guaranty Fee”) for its guaranty of each Ginnie Mae II MBS Certificate of

0.06% per annum of the outstanding principal balance of each related Mortgage Loan. The difference

between (a) the Mortgage Rate and (b) the sum of the Certificate Rate and the rate of the Ginnie Mae

Certificate Guaranty Fee is used to pay the related servicers of the Mortgage Loans a monthly servicing

fee.

The Underlying Certificates (Groups 9 and 10)

The Group 9 and 10 Trust Assets are Underlying Certificates that represent beneficial ownership

interests in one or more separate trusts, the assets of which evidence direct or indirect beneficial ownership interests in certain Ginnie Mae Certificates. Each Underlying Certificate constitutes all or a portion of

a class of a separate Series of certificates described in the related Underlying Certificate Disclosure

Document. Each Underlying Certificate Disclosure Document may be obtained from the Information

Agent as described under “Available Information” in this Supplement or on ginniemae.gov. Investors are

cautioned that material changes in facts and circumstances may have occurred since the date of each

Underlying Certificate Disclosure Document, including changes in prepayment rates, prevailing interest

rates and other economic factors, which may limit the usefulness of, and be directly contrary to the

assumptions used in preparing the information included in, the offering document. See “Underlying Certificates” in the Base Offering Circular.

Each Underlying Certificate provides for monthly distributions and is further described in the table

contained in Exhibit A to this Supplement.

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The Mortgage Loans

The Mortgage Loans underlying the Group 1, 6, 7 and 8 Trust Assets are expected to have, on a

weighted average basis, the characteristics set forth in the Terms Sheet under “Assumed Characteristics

of the Mortgage Loans Underlying the Group 1, 6, 7 and 8 Trust Assets” and the general characteristics

described in the Base Offering Circular. The Mortgage Loans underlying the Group 2, 3, 4 and 5 Trust

Assets are expected to have, on a weighted average basis, the characteristics set forth in the Terms Sheet

under “Characteristics of the Mortgage Loans Underlying the Group 2, 3, 4 and 5 Trust Assets” and the

general characteristics described in the Base Offering Circular. The Mortgage Loans will consist of first

lien, single-family, fixed rate, residential mortgage loans that are insured or guaranteed by the Federal

Housing Administration, the United States Department of Veterans Affairs, Rural Development (formerly

the Rural Housing Service) or the United States Department of Housing and Urban Development

(“HUD”). See “The Ginnie Mae Certificates — General” in the Base Offering Circular.

Specific information regarding the characteristics of the Mortgage Loans underlying the Trust MBS is

not available. For purposes of this Supplement, certain assumptions have been made regarding the

remaining terms to maturity, loan ages and Mortgage Rates of the Mortgage Loans underlying the Trust

MBS. However, the actual remaining terms to maturity, loan ages and Mortgage Rates of many of the

Mortgage Loans will differ from the characteristics assumed, perhaps significantly. This will be the case

even if the weighted average characteristics of the Mortgage Loans are the same as the assumed characteristics. Small differences in the characteristics of the Mortgage Loans can have a significant effect on

the Weighted Average Lives and yields of the Securities. See “Risk Factors” and “Yield, Maturity and

Prepayment Considerations” in this Supplement.

The Trustee Fee

The Sponsor will contribute certain Ginnie Mae Certificates in respect of the Trustee Fee. On each

Distribution Date, the Trustee will retain all principal and interest distributions received on such Ginnie

Mae Certificates in payment of the Trustee Fee.

GINNIE MAE GUARANTY

The Government National Mortgage Association (“Ginnie Mae”), a wholly-owned corporate

instrumentality of the United States of America within HUD, guarantees the timely payment of principal

and interest on the Securities. The General Counsel of HUD has provided an opinion to the effect that

Ginnie Mae has the authority to guarantee multiclass securities and that Ginnie Mae guaranties will constitute general obligations of the United States, for which the full faith and credit of the United States is

pledged. See “Ginnie Mae Guaranty” in the Base Offering Circular.

DESCRIPTION OF THE SECURITIES

General

The description of the Securities contained in this Supplement is not complete and is subject to,

and is qualified in its entirety by reference to, all of the provisions of the Trust Agreement. See

“Description of the Securities” in the Base Offering Circular.

Form of Securities

Each Class of Securities other than the Residual Securities initially will be issued and maintained,

and may be transferred only on the Fedwire Book-Entry System. Beneficial Owners of Book-Entry Securities will ordinarily hold these Securities through one or more financial intermediaries, such as banks,

S-14
brokerage firms and securities clearing organizations that are eligible to maintain book-entry accounts

on the Fedwire Book-Entry System. By request accompanied by the payment of a transfer fee of $25,000

per Certificated Security to be issued, a Beneficial Owner may receive a Regular Security in certificated

form.

The Residual Securities will not be issued in book-entry form but will be issued in fully registered,

certificated form and may be transferred or exchanged, subject to the transfer restrictions applicable to

Residual Securities set forth in the Trust Agreement, at the Corporate Trust Office of the Trustee. See

“Description of the Securities — Forms of Securities; Book-Entry Procedures” in the Base Offering Circular.

Each Regular and MX Class (other than the Increased Minimum Denomination Classes) will be

issued in minimum dollar denominations of initial principal balance of $1,000 and integral multiples of

$1 in excess of $1,000. The Increased Minimum Denomination Classes will be issued in minimum

denominations that equal $100,000 in initial principal or notional balance.

Distributions

Distributions on the Securities will be made on each Distribution Date as specified under “Terms

Sheet — Distribution Date” in this Supplement. On each Distribution Date for a Security, or in the case

of the Certificated Securities, on the first Business Day after the related Distribution Date, the Distribution Amount will be distributed to the Holders of record as of the related Record Date. Beneficial

Owners of Book-Entry Securities will receive distributions through credits to accounts maintained for

their benefit on the books and records of the appropriate financial intermediaries. Holders of Certificated Securities will receive distributions by check or, subject to the restrictions set forth in the Base

Offering Circular, by wire transfer. See “Description of the Securities — Distributions” and “— Method of

Distributions” in the Base Offering Circular.

Interest Distributions

The Interest Distribution Amount will be distributed on each Distribution Date to the Holders of all

Classes of Securities entitled to distributions of interest.

 Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

 Interest distributable (or accrued in the case of an Accrual Class) on any Class for any Distribution Date will consist of 30 days’ interest on its Class Principal Balance (or Class Notional

Balance) as of the related Record Date.

 Investors can calculate the amount of interest to be distributed (or accrued in the case of an

Accrual Class) on each Class of Securities for any Distribution Date by using the Class Factors

published in the preceding month. See “— Class Factors” below.

Categories of Classes

For purposes of interest distributions, the Classes will be categorized as shown under “Interest

Type” on the front cover of this Supplement and on Schedule I to this Supplement. The abbreviations

used in this Supplement to describe the interest entitlements of the Classes are explained under “Class

Types” in Appendix I to the Base Offering Circular.

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Accrual Periods

The Accrual Period for each Regular and MX Class is set forth in the table below:

Class Accrual Period

Fixed Rate Classes The calendar month preceding the related Distribution Date

Floating Rate and From the 20th day of the month preceding the month of the related Distribution

Inverse Floating Date through the 19th day of the month of that Distribution Date

Rate Classes

Fixed Rate Classes

Each Fixed Rate Class will bear interest at the per annum Interest Rate shown on the front cover of

this Supplement or on Schedule I to this Supplement.

Floating Rate and Inverse Floating Rate Classes

The Floating Rate and Inverse Floating Rate Classes will bear interest as shown under “Terms

Sheet — Interest Rates” in this Supplement. The Interest Rates for the Floating Rate and Inverse Floating

Rate Classes will be based on 30-day Average SOFR as described below.

The Interest Rate for the Floating Rate and Inverse Floating Rate Classes will be based on 30-day

Average SOFR. The Trustee or its agent will determine 30-day Average SOFR as described under

“Description of the Securities — Interest Rate Indices — Determination of 30-day Average SOFR” in the

Base Offering Circular.

If 30-day Average SOFR ceases to be available or is no longer representative, a replacement rate

will be selected, as described under “Description of the Securities — Interest Rate Indices — Benchmark

Replacement” in the Base Offering Circular.

The Trustee’s determination of 30-day Average SOFR and its calculation of the Interest Rates will be

final except in the case of clear error. Investors can obtain 30-day Average SOFR levels and Interest Rates

for the current and preceding Accrual Periods on ginniemae.gov or by calling the Information Agent at

(800) 234-GNMA.

Accrual Classes

Each of Classes BZ, EZ, HZ, KZ and ZP is an Accrual Class. Interest will accrue on the Accrual

Classes and be distributed as described under “Terms Sheet — Accrual Classes” in this Supplement.

Principal Distributions

The Principal Distribution Amount for each Group and each Accrual Amount will be distributed to

the Holders entitled thereto as described under “Terms Sheet — Allocation of Principal” in this Supplement. Investors can calculate the amount of principal to be distributed with respect to any Distribution

Date by using the Class Factors published in the preceding and current months. See “— Class Factors”

below.

S-16
Categories of Classes

For purposes of principal distributions, the Classes will be categorized as shown under “Principal

Type” on the front cover of this Supplement and on Schedule I to this Supplement. The abbreviations

used in this Supplement to describe the principal entitlements of the Classes are explained under “Class

Types” in Appendix I to the Base Offering Circular.

Notional Classes

The Notional Classes will not receive principal distributions. For convenience in describing interest

distributions, the Notional Classes will have the original Class Notional Balances shown on the front

cover of this Supplement and on Schedule I to this Supplement. The Class Notional Balances will be

reduced as shown under “Terms Sheet — Notional Classes” in this Supplement.

Residual Securities

The Residual Securities will represent the beneficial ownership of the Residual Interest in the Trust

REMICs, as described in “Certain United States Federal Income Tax Consequences” in this Supplement

and the Base Offering Circular. The Residual Securities have no Class Principal Balance and do not

accrue interest. The Residual Securities will be entitled to receive the proceeds of the disposition of any

assets remaining in the Trust REMICs after the Class Principal Balance or Class Notional Balance of each

Class of Regular Securities has been reduced to zero. However, any remaining proceeds are not likely to

be significant. The Residual Securities may not be transferred to a Plan Investor, a Non-U.S. Person or a

Disqualified Organization.

Class Factors

The Trustee will calculate and make available for each Class of Securities, no later than the day

preceding the Distribution Date, the factor (carried out to eight decimal places) that when multiplied by

the Original Class Principal Balance (or original Class Notional Balance) of that Class, determines the

Class Principal Balance (or Class Notional Balance) after giving effect to the distribution of principal to

be made on the Securities (and any addition to the Class Principal Balance of an Accrual Class) or any

reduction of Class Notional Balance on that Distribution Date (each, a “Class Factor”).

 The Class Factor for any Class of Securities for each month following the issuance of the Securities will reflect its remaining Class Principal Balance (or Class Notional Balance) after giving

effect to any principal distribution (or addition to principal) to be made or any reduction of Class

Notional Balance on the Distribution Date occurring in that month.

 The Class Factor for each Class for the month of issuance is 1.00000000.

 The Class Factors for the MX Classes and the Classes of REMIC Securities that are exchangeable

for the MX Classes will be calculated assuming that the maximum possible amount of each Class

is outstanding at all times, regardless of any exchanges that may occur.

 Based on the Class Factors published in the preceding and current months (and Interest Rates),

investors in any Class (other than an Accrual Class) can calculate the amount of principal and

interest to be distributed to that Class and investors in an Accrual Class can calculate the total

amount of principal to be distributed to (or interest to be added to the Class Principal Balance

of) that Class on the Distribution Date in the current month.

 Investors may obtain current Class Factors on ginniemae.gov.

See “Description of the Securities — Distributions” in the Base Offering Circular.

S-17
Termination

The Trustee, at its option, may purchase or cause the sale of the Trust Assets and thereby terminate

the Trust on any Distribution Date on which the aggregate of the Class Principal Balances of the Securities is less than 1% of the aggregate Original Class Principal Balances of the Securities. The exercise of

this option may be influenced by a number of factors, including but not limited to, the value of the

Trust Assets then remaining in the Trust and general market conditions. The Trustee will be entitled to

retain all proceeds and any other amounts in excess of the termination price payable to the Securities

under the Trust Agreement.

On any Distribution Date upon the Trustee’s determination that the REMIC status of any Trust

REMIC has been lost or that a substantial risk exists that this status will be lost for the then current taxable year, the Trustee will terminate the Trust and retire the Securities.

Upon any termination of the Trust, the Holder of any outstanding Security (other than a Residual or

Notional Class Security) will be entitled to receive that Holder’s allocable share of the Class Principal

Balance of that Class plus any accrued and unpaid interest thereon at the applicable Interest Rate, and

any Holder of any outstanding Notional Class Security will be entitled to receive that Holder’s allocable

share of any accrued and unpaid interest thereon at the applicable Interest Rate. The Residual Holders

will be entitled to their pro rata share of any assets remaining in the Trust REMICs after payment in full

of the amounts described in the foregoing sentence. However, any remaining assets are not likely to be

significant.

Modification and Exchange

All or a portion of the Classes of REMIC Securities specified on the front cover may be exchanged for

a proportionate interest in the related MX Class or Classes shown on Schedule I to this Supplement. Similarly, all or a portion of the related MX Class or Classes may be exchanged for proportionate interests in

the related Class or Classes of REMIC Securities and, in the case of Combinations 1, 2 and 3, other related

MX Classes. This process may occur repeatedly.

Each exchange may be effected only in proportions that result in the principal and interest entitlements of the Securities received being equal to the entitlements of the Securities surrendered.

In the case of Combinations 1, 2 and 3, the related REMIC Securities may be exchanged for proportionate interests in various subcombinations of MX Classes. Similarly, all or a portion of these MX

Classes may be exchanged for proportionate interests in the related REMIC Securities or in other subcombinations of the related MX Classes. Each subcombination may be effected only in proportions that

result in the principal and interest entitlements of the Securities received being equal to the entitlements

of the Securities surrendered. See the example under “Description of the Securities — Modification and

Exchange” in the Base Offering Circular.

A Beneficial Owner proposing to effect an exchange must notify the Trustee through the Beneficial

Owner’s Book-Entry Depository participant. This notice must be received by the Trustee not later than

two Business Days before the proposed exchange date. The exchange date can be any Business Day

other than the last Business Day of the month. The notice must contain the outstanding principal and

notional balances of the Securities to be included in the exchange and the proposed exchange date.

The notice is required to be delivered to the Trustee by email to USBGNMATeam@USBank.com or in

writing at its Corporate Trust Office at U.S. Bank National Association, One Federal Street, 3rd Floor,

Boston, MA 02110, Attention: Ginnie Mae REMIC Program Agency Group 2024-040. The Trustee may be

contacted by telephone at (617) 603-6451 and by fax at (617) 603-6644.

S-18
A fee will be payable to the Trustee in connection with each exchange equal to 1⁄32 of 1% of the

outstanding principal balance of the Securities surrendered for exchange (but not less than $2,000 or

more than $25,000). The fee must be paid concurrently with the exchange.

The first distribution on a REMIC Security or an MX Security received in an exchange will be made

on the Distribution Date in the month following the month of the exchange. The distribution will be

made to the Holder of record as of the Record Date in the month of exchange.

See “Description of the Securities — Modification and Exchange” in the Base Offering Circular.

YIELD, MATURITY AND PREPAYMENT CONSIDERATIONS

General

The prepayment experience of the Mortgage Loans will affect the Weighted Average Lives of and

the yields realized by investors in the related Securities.

 The Mortgage Loans do not contain “due-on-sale” provisions, and any Mortgage Loan may be

prepaid in full or in part at any time without penalty.

 The rate of payments (including prepayments and payments in respect of liquidations) on the

Mortgage Loans is dependent on a variety of economic, geographic, social and other factors,

including prevailing market interest rates and general economic factors.

The rate of prepayments with respect to single-family mortgage loans has fluctuated significantly in

recent years. Although there is no assurance that prepayment patterns for the Mortgage Loans will conform to patterns for more traditional types of conventional fixed rate mortgage loans, generally:

 if mortgage interest rates fall materially below the Mortgage Rates on any of the Mortgage Loans

(giving consideration to the cost of refinancing), the rate of prepayment of those Mortgage Loans

would be expected to increase; and

 if mortgage interest rates rise materially above the Mortgage Rates on any of the Mortgage Loans,

the rate of prepayment of those Mortgage Loans would be expected to decrease.

In addition, following any Mortgage Loan default and the subsequent liquidation of the underlying

Mortgaged Property, the principal balance of the Mortgage Loan will be distributed through a combination of liquidation proceeds, advances from the related Ginnie Mae Issuer and, to the extent necessary,

proceeds of Ginnie Mae’s guaranty of the Ginnie Mae Certificates. As a result, defaults experienced on

the Mortgage Loans will accelerate the distribution of principal of the Securities.

The terms of the Mortgage Loans may be modified to permit, among other things, a partial

release of security, which releases a portion of the mortgaged property from the lien securing the

related Mortgage Loan. Partial releases of security may allow the related borrower to sell the released

property and generate proceeds that may be used to prepay the related Mortgage Loan in whole or in

part.

Under certain circumstances, the Trustee has the option to purchase the Trust Assets, thereby effecting early retirement of the Securities. See “Description of the Securities — Termination” in this

Supplement.

Investors in the Group 9 and 10 Securities are urged to review the discussion under “Risk

Factors — The rate of payments on the underlying certificates will directly affect the rate of payments on

the group 9 and 10 securities” in this Supplement.

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Accretion Directed Classes

Classes AP, BA, EA, EC, ED, GP, HV, KV and ZP are Accretion Directed Classes. The related

Accrual Amounts will be applied to making principal distributions on those Classes as described in this

Supplement. Class EI is a Notional Class whose Class Notional Balance is determined by reference to the

Class Principal Balance of the related Accretion Directed Classes shown under “Terms Sheet — Notional

Classes” in this Supplement.

Each of the Accretion Directed Classes has the AD designation in the suffix position, rather than

the prefix position, in its class principal type because it does not have principal payment stability

through the applicable pricing prepayment assumption. Classes HV and KV will have principal payment stability only through the prepayment rate shown in the table below. The remaining Accretion

Directed Classes are not listed in the table below because, although they are entitled to receive payments from the related Accrual Amounts, they do not have principal payment stability through any

constant prepayment rate significantly higher than 0% PSA, except within any applicable Effective

Range.

The Accretion Directed Classes are entitled to principal payments in an amount equal to interest

accrued on the related Accrual Classes. With respect to the Classes listed in the table below, the

Weighted Average Life of each such Class cannot exceed its Weighted Average Life as shown in the

following table under any prepayment scenario, even a scenario where there are no prepayments.

 Moreover, based on the Modeling Assumptions, if the related Mortgage Loans prepay at any

constant rate at or below the rate for an Accretion Directed Class shown in the table below, the

Class Principal Balance of such Class would be reduced to zero on, but not before, its Final Distribution Date, and the Weighted Average Life of such Class would equal its maximum Weighted

Average Life shown in the table below.

 However, the Weighted Average Lives of Classes HV and KV, will be reduced, and may be

reduced significantly, at prepayment speeds higher than the constant rates shown in the table

below. See “Yield, Maturity and Prepayment Considerations — Decrement Tables” in this

Supplement.

Accretion Directed Classes

Maximum Weighted

Security Average Life Prepayment Rate

Group Class (in years)(1) Final Distribution Date at or below

2 ...... KV 6.0 February 2035 142% PSA

7 ...... HV 6.0 February 2035 285% PSA

(1) The maximum Weighted Average Life for each Class shown in this table is

based on the Modeling Assumptions and the assumption that the related Mortgage Loans prepay at any constant rate at or below the rate shown in the table

for such Class.

The Mortgage Loans will have characteristics that differ from those of the Modeling Assumptions.

Therefore, even if the related Mortgage Loans prepay at a rate at or somewhat below the “at or below”

rate shown for Class HV or KV, the Class Principal Balance of such Class could be reduced to zero

before its Final Distribution Date, and its Weighted Average Life could be shortened.

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Securities that Receive Principal on the Basis of Schedules

As described in this Supplement, each PAC Class will receive principal payments in accordance

with a schedule calculated on the basis of, among other things, a Structuring Range. See “Terms Sheet —

Scheduled Principal Balances.” However, whether any such Class will adhere to its schedule and

receive “Scheduled Payments” on a Distribution Date will largely depend on the level of prepayments

experienced by the related Mortgage Loans.

Each PAC Class exhibits an Effective Range of constant prepayment rates at which such Class will

receive Scheduled Payments. That range may differ from the Structuring Range used to create the

related principal balance schedule. Based on the Modeling Assumptions, the initial Effective Range for

the PAC Classes is as follows:

Security

Group Initial Effective Range

PAC Classes

6 AP, EA, EC, ED, GP and ZP (in the aggregate) ......... 195% PSA through 280% PSA

 The principal payment stability of the PAC Classes will be supported by the Support Class.

If the Class supporting a given Class is retired before the Class being supported is retired,

the outstanding Class will no longer have an Effective Range and will become more sensitive to

prepayments on the related Mortgage Loans.

There is no assurance that the related Mortgage Loans will have the characteristics assumed in the

Modeling Assumptions, which were used to determine the initial Effective Range. If the initial Effective

Range were calculated using the actual characteristics of the related Mortgage Loans, the initial Effective

Range could differ from that shown in the above table. Therefore, even if the Mortgage Loans were to

prepay at a constant rate within the initial Effective Range shown for any Class in the above table, that

Class could fail to receive Scheduled Payments.

Moreover, the related Mortgage Loans will not prepay at any constant rate. Non-constant prepayment rates can cause any PAC Class not to receive Scheduled Payments, even if prepayment rates

remain within the initial Effective Range for that Class. Further, the Effective Range for any PAC Class

can narrow, shift over time or cease to exist depending on the actual characteristics of the related Mortgage Loans.

If the related Mortgage Loans prepay at rates that are generally below the Effective Range for any

PAC Class, the amount available to pay principal on the Securities may be insufficient to produce

Scheduled Payments on such PAC Class, and its Weighted Average Life may be extended, perhaps significantly.

If the related Mortgage Loans prepay at rates that are generally above the Effective Range for any

PAC Class, its supporting Class may be retired earlier than that PAC Class, and its Weighted Average Life

may be shortened, perhaps significantly.

Assumability

Each Mortgage Loan may be assumed, subject to HUD review and approval, upon the sale of the

related Mortgaged Property. See “Yield, Maturity and Prepayment Considerations — Assumability of

Government Loans” in the Base Offering Circular.

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Final Distribution Date

The Final Distribution Date for each Class, which is set forth on the front cover of this Supplement

or on Schedule I to this Supplement, is the latest date on which the related Class Principal Balance or

Class Notional Balance will be reduced to zero.

 The actual retirement of any Class may occur earlier than its Final Distribution Date.

 According to the terms of the Ginnie Mae Guaranty, Ginnie Mae will guarantee payment in full

of the Class Principal Balance of each Class of Securities no later than its Final Distribution Date.

Modeling Assumptions

Unless otherwise indicated, the tables that follow have been prepared on the basis of the characteristics of the Underlying Certificates, the priorities of distributions on the Underlying Certificates and the

following assumptions (the “Modeling Assumptions”), among others:

1. The Mortgage Loans underlying the Group 1, 6, 7 and 8 Trust Assets have the assumed characteristics shown under “Assumed Characteristics of the Mortgage Loans Underlying the Group 1, 6, 7 and 8

Trust Assets” in the Terms Sheet and the Mortgage Loans underlying the Group 2, 3, 4 and 5 Trust

Assets have the characteristics shown under “Characteristics of the Mortgage Loans Underlying the

Group 2, 3, 4 and 5 Trust Assets” in the Terms Sheet, except in the case of information set forth under

the 0% PSA Prepayment Assumption Rate, for which each Mortgage Loan underlying a Group 1, 6, 7 or

8 Trust Asset is assumed to have an original and a remaining term to maturity of 360 months and a

Mortgage Rate of 1.50% per annum higher than the related Certificate Rate.

2. The Mortgage Loans prepay at the constant percentages of PSA (described below) shown in the

related table.

3. Distributions on the Securities are always received on the 20th day of the month, whether or not

a Business Day, commencing in April 2024.

4. A termination of the Trust or any Underlying Trust does not occur.

5. The Closing Date for the Securities is March 28, 2024.

6. No expenses or fees are paid by the Trust other than the Trustee Fee, which is paid as described

under “The Trust Assets — The Trustee Fee” in this Supplement.

7. Distributions on the Underlying Certificates are made as described in the related Underlying Certificate Disclosure Documents.

8. Each Class is held from the Closing Date and is not exchanged in whole or in part.

When reading the tables and the related text, investors should bear in mind that the Modeling

Assumptions, like any other stated assumptions, are unlikely to be entirely consistent with actual

experience.

 For example, most of the Mortgage Loans will not have the characteristics assumed, many Distribution Dates will occur on a Business Day after the 20th day of the month, and the Trustee

may cause a termination of the Trust as described under “Description of the Securities — Termination” in this Supplement.

 In addition, distributions on the Securities are based on Certificate Factors and Calculated Certificate Factors, as applicable, which may not reflect actual receipts on the Trust Assets.

See “Description of the Securities — Distributions” in the Base Offering Circular.

S-22
Decrement Tables

Prepayments of mortgage loans are commonly measured by a prepayment standard or model. The

model used in this Supplement, Prepayment Speed Assumption (“PSA”), is the standard prepayment

assumption model of The Securities Industry and Financial Markets Association. PSA represents an

assumed rate of prepayment each month relative to the then outstanding principal balance of the Mortgage Loans to which the model is applied. See “Yield, Maturity and Prepayment Considerations —

Standard Prepayment Assumption Models” in the Base Offering Circular.

The decrement tables set forth below are based on the assumption that the Mortgage Loans prepay

at the indicated percentages of PSA (the “PSA Prepayment Assumption Rates”). As used in the tables,

each of the PSA Prepayment Assumption Rates reflects a percentage of the 100% PSA assumed prepayment rate. The Mortgage Loans will not prepay at any of the PSA Prepayment Assumption Rates,

and the timing of changes in the rate of prepayments actually experienced on the Mortgage

Loans will not follow the pattern described for the PSA assumption.

The decrement tables set forth below illustrate the percentage of the Original Class Principal Balance (or, in the case of a Notional Class, the original Class Notional Balance) that would remain outstanding following the distribution made each specified month for each Regular or MX Class, based on

the assumption that the related Mortgage Loans prepay at the PSA Prepayment Assumption Rates. The

percentages set forth in the following decrement tables have been rounded to the nearest whole

percentage (including rounding down to zero).

The decrement tables also indicate the Weighted Average Life of each Class under each PSA

Prepayment Assumption Rate. The Weighted Average Life of each Class is calculated by:

(a) multiplying the net reduction, if any, of the Class Principal Balance (or the net reduction of the

Class Notional Balance, in the case of a Notional Class) from one Distribution Date to the next

Distribution Date by the number of years from the date of issuance thereof to the related Distribution Date,

(b) summing the results, and

(c) dividing the sum by the aggregate amount of the assumed net reductions in principal balance

or notional balance, as applicable, referred to in clause (a).

The information shown for each Notional Class is for illustrative purposes only, as a Notional Class

is not entitled to distributions of principal and has no Weighted Average Life. The Weighted Average

Life shown for each Notional Class has been calculated on the assumption that a reduction in the Class

Notional Balance thereof is a distribution of principal.

The Weighted Average Lives are likely to vary, perhaps significantly, from those set forth

in the tables below due to the differences between the actual characteristics of the Mortgage

Loans underlying the related Trust Assets and the Modeling Assumptions.

S-23
Percentages of Original Class Principal (or Class Notional) Balances

and Weighted Average Lives

Security Group 1

PSA Prepayment Assumption Rates

Classes FA, PO and SA

Distribution Date 0% 50% 89% 250% 400%

Initial Percent . . . . . . . . . 100 100 100 100 100

March 2025 .......... 98 94 92 83 74

March 2026 .......... 96 89 85 68 55

March 2027 .......... 94 84 78 56 40

March 2028 .......... 92 78 71 46 30

March 2029 .......... 90 73 65 38 22 March 2030 .......... 87 69 59 31 16

March 2031 .......... 85 64 54 25 12

March 2032 .......... 83 60 49 21 8

March 2033 .......... 80 55 44 17 6

March 2034 .......... 77 51 40 14 4

March 2035 .......... 75 47 36 11 3

March 2036 .......... 72 43 32 9 2 March 2037 .......... 69 39 29 7 2 March 2038 .......... 66 36 25 6 1 March 2039 .......... 63 32 22 4 1 March 2040 .......... 60 29 20 3 1 March 2041 .......... 56 26 17 3 0

March 2042 .......... 53 22 14 2 0

March 2043 .......... 49 19 12 2 0

March 2044 .......... 45 16 10 1 0

March 2045 .......... 42 14 8 1 0

March 2046 .......... 38 11 6 1 0

March 2047 .......... 33 8 5 0 0

March 2048 .......... 29 6 3 0 0

March 2049 .......... 25 3 2 0 0

March 2050 .......... 20 1 0 0 0

March 2051 .......... 15 0 0 0 0

March 2052 .......... 10 0 0 0 0

March 2053 .......... 5 0 0 0 0

March 2054 .......... 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 17.6 11.2 9.3 5.0 3.3

Security Group 2

PSA Prepayment Assumption Rates

Classes KA, KB, KC, KD, KE, KG,

KH and KI Class KV Class KZ

Distribution Date 0% 100% 230% 400% 500% 0% 100% 230% 400% 500% 0% 100% 230% 400% 500%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 98 96 92 88 85 93 93 93 93 93 106 106 106 106 106

March 2026 .......... 96 88 77 63 56 86 86 86 86 86 112 112 112 112 112

March 2027 .......... 94 78 58 35 23 78 78 78 78 78 118 118 118 118 118

March 2028 .......... 92 68 41 13 0 70 70 70 70 69 125 125 125 125 125

March 2029 .......... 89 59 27 0 0 61 61 61 48 0 132 132 132 132 125

March 2030 .......... 87 50 15 0 0 52 52 52 0 0 139 139 139 127 86

March 2031 .......... 84 42 5 0 0 43 43 43 0 0 147 147 147 95 59

March 2032 .......... 81 35 0 0 0 32 32 15 0 0 155 155 155 71 40

March 2033 .......... 78 28 0 0 0 22 22 0 0 0 164 164 141 52 28

March 2034 .......... 75 21 0 0 0 10 10 0 0 0 173 173 119 39 19

March 2035 .......... 72 15 0 0 0 0 0 0 0 0 182 182 99 29 13

March 2036 .......... 68 9 0 0 0 0 0 0 0 0 182 182 83 21 9

March 2037 .......... 64 4 0 0 0 0 0 0 0 0 182 182 69 16 6

March 2038 .......... 60 0 0 0 0 0 0 0 0 0 182 176 58 11 4

March 2039 .......... 56 0 0 0 0 0 0 0 0 0 182 159 48 8 3

March 2040 .......... 51 0 0 0 0 0 0 0 0 0 182 143 39 6 2

March 2041 .......... 46 0 0 0 0 0 0 0 0 0 182 128 32 4 1

March 2042 .......... 41 0 0 0 0 0 0 0 0 0 182 114 26 3 1

March 2043 .......... 35 0 0 0 0 0 0 0 0 0 182 101 21 2 1

March 2044 .......... 29 0 0 0 0 0 0 0 0 0 182 88 17 2 0

March 2045 .......... 23 0 0 0 0 0 0 0 0 0 182 77 14 1 0

March 2046 .......... 16 0 0 0 0 0 0 0 0 0 182 66 11 1 0

March 2047 .......... 9 0 0 0 0 0 0 0 0 0 182 55 8 1 0

March 2048 .......... 2 0 0 0 0 0 0 0 0 0 182 45 6 0 0

March 2049 .......... 0 0 0 0 0 0 0 0 0 0 160 36 5 0 0

March 2050 .......... 0 0 0 0 0 0 0 0 0 0 130 28 3 0 0

March 2051 .......... 0 0 0 0 0 0 0 0 0 0 98 20 2 0 0

March 2052 .......... 0 0 0 0 0 0 0 0 0 0 64 12 1 0 0

March 2053 .......... 0 0 0 0 0 0 0 0 0 0 28 5 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 15.0 6.4 3.7 2.5 2.2 6.0 6.0 5.5 4.3 3.7 27.2 20.4 13.6 9.1 7.5

S-24
Security Group 3 PSA Prepayment Assumption Rates

Classes A, AB, AC, AD, AE, AG, AH, AI, Classes GA, GC, GD, GE, GH, GI, GJ,

AJ and AK Class B GK, GL and GM

Distribution Date 0% 100% 277% 450% 600% 0% 100% 277% 450% 600% 0% 100% 277% 450% 600%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 98 96 91 86 82 100 100 100 100 100 98 94 88 82 76

March 2026 .......... 96 88 73 58 47 100 100 100 100 100 95 83 63 45 29

March 2027 .......... 94 77 50 27 9 100 100 100 100 100 92 70 33 2 0

March 2028 .......... 92 67 31 3 0 100 100 100 100 73 90 57 8 0 0

March 2029 .......... 90 58 15 0 0 100 100 100 76 46 87 44 0 0 0

March 2030 .......... 88 49 2 0 0 100 100 100 55 29 83 33 0 0 0

March 2031 .......... 85 41 0 0 0 100 100 85 39 18 80 22 0 0 0

March 2032 .......... 82 34 0 0 0 100 100 70 28 11 76 11 0 0 0

March 2033 .......... 79 26 0 0 0 100 100 57 20 7 72 2 0 0 0

March 2034 .......... 76 20 0 0 0 100 100 46 14 4 68 0 0 0 0

March 2035 .......... 73 13 0 0 0 100 100 38 10 3 63 0 0 0 0

March 2036 .......... 69 7 0 0 0 100 100 30 7 2 59 0 0 0 0

March 2037 .......... 65 1 0 0 0 100 100 25 5 1 53 0 0 0 0

March 2038 .......... 61 0 0 0 0 100 93 20 4 1 48 0 0 0 0

March 2039 .......... 57 0 0 0 0 100 84 16 3 0 42 0 0 0 0

March 2040 .......... 52 0 0 0 0 100 76 13 2 0 36 0 0 0 0

March 2041 .......... 47 0 0 0 0 100 68 10 1 0 29 0 0 0 0

March 2042 .......... 41 0 0 0 0 100 61 8 1 0 22 0 0 0 0

March 2043 .......... 36 0 0 0 0 100 54 6 1 0 14 0 0 0 0

March 2044 .......... 30 0 0 0 0 100 47 5 0 0 6 0 0 0 0

March 2045 .......... 23 0 0 0 0 100 41 4 0 0 0 0 0 0 0

March 2046 .......... 16 0 0 0 0 100 35 3 0 0 0 0 0 0 0

March 2047 .......... 9 0 0 0 0 100 30 2 0 0 0 0 0 0 0

March 2048 .......... 1 0 0 0 0 100 24 2 0 0 0 0 0 0 0

March 2049 .......... 00000 86 20 100 00000

March 2050 .......... 00000 70 15 100 00000

March 2051 .......... 00000 53 11 000 00000

March 2052 .......... 00000 35 7000 00000

March 2053 .......... 00000 15 3000 00000

March 2054 .......... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 15.1 6.3 3.1 2.3 1.9 27.1 20.2 10.9 7.2 5.5 12.7 4.7 2.4 1.8 1.5

PSA Prepayment Assumption Rates

Class GB Class IA

Distribution Date 0% 100% 277% 450% 600% 0% 100% 277% 450% 600%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 100 100 100 100 100 99 97 94 91 89

March 2026 .......... 100 100 100 100 100 98 92 82 73 66

March 2027 .......... 100 100 100 100 36 96 86 68 53 42

March 2028 .......... 100 100 100 13 0 95 79 56 38 27

March 2029 .......... 100 100 61 0 0 94 73 46 28 17

March 2030 .......... 100 100 9 0 0 92 68 38 20 11

March 2031 .......... 100 100 0 0 0 90 63 31 14 7

March 2032 .......... 100 100 0 0 0 89 58 25 10 4

March 2033 .......... 100 100 0 0 0 87 53 21 7 3

March 2034 .......... 100 78 0 0 0 85 49 17 5 2

March 2035 .......... 100 52 0 0 0 83 45 14 4 1

March 2036 .......... 100 28 0 0 0 80 41 11 3 1

March 2037 .......... 100 6 0 0 0 78 37 9 2 0

March 2038 .......... 100 0 0 0 0 75 34 7 1 0

March 2039 .......... 100 0 0 0 0 72 31 6 1 0

March 2040 .......... 100 0 0 0 0 69 28 5 1 0

March 2041 .......... 100 0 0 0 0 66 25 4 0 0

March 2042 .......... 100 0 0 0 0 63 22 3 0 0

March 2043 .......... 100 0 0 0 0 59 19 2 0 0

March 2044 .......... 100 0 0 0 0 55 17 2 0 0

March 2045 .......... 92 0 0 0 0 51 15 1 0 0

March 2046 .......... 64 0 0 0 0 47 13 1 0 0

March 2047 .......... 34 0 0 0 0 42 11 1 0 0

March 2048 .......... 3 0 0 0 0 37 9 1 0 0

March 2049 .......... 0 0 0 0 0 31 7 0 0 0

March 2050 .......... 0 0 0 0 0 25 5 0 0 0

March 2051 .......... 0 0 0 0 0 19 4 0 0 0

March 2052 .......... 0 0 0 0 0 13 2 0 0 0

March 2053 .......... 0 0 0 0 0 6 1 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 22.5 11.2 5.2 3.6 2.9 19.5 11.3 6.0 4.0 3.2

S-25
Security Group 4 PSA Prepayment Assumption Rates

Class BA Class BZ

Distribution Date 0% 100% 196% 300% 400% 0% 100% 196% 300% 400%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 98 95 91 88 85 105 105 105 105 105

March 2026 .......... 96 87 79 71 63 110 110 110 110 110

March 2027 .......... 94 79 67 55 44 116 116 116 116 116

March 2028 .......... 91 72 56 41 30 122 122 122 122 122

March 2029 .......... 89 65 46 31 19 128 128 128 128 128

March 2030 .......... 86 58 38 22 11 135 135 135 135 135

March 2031 .......... 83 52 31 15 4 142 142 142 142 142

March 2032 .......... 80 46 24 9 0 149 149 149 149 143

March 2033 .......... 77 40 18 4 0 157 157 157 157 106

March 2034 .......... 74 35 13 0 0 165 165 165 158 78

March 2035 .......... 70 30 8 0 0 173 173 173 126 57

March 2036 .......... 67 25 4 0 0 182 182 182 100 42

March 2037 .......... 63 20 0 0 0 191 191 191 79 31

March 2038 .......... 59 16 0 0 0 201 201 165 62 22

March 2039 .......... 55 12 0 0 0 211 211 139 48 16

March 2040 .......... 50 7 0 0 0 222 222 117 38 12

March 2041 .......... 45 3 0 0 0 234 234 97 29 8

March 2042 .......... 40 0 0 0 0 246 241 80 22 6

March 2043 .......... 35 0 0 0 0 258 211 66 17 4

March 2044 .......... 29 0 0 0 0 271 183 54 13 3

March 2045 .......... 23 0 0 0 0 285 156 43 10 2

March 2046 .......... 17 0 0 0 0 300 131 34 7 1

March 2047 .......... 10 0 0 0 0 315 108 26 5 1

March 2048 .......... 3 0 0 0 0 331 86 20 4 1

March 2049 .......... 0 0 0 0 0 296 65 14 2 0

March 2050 .......... 0 0 0 0 0 223 46 9 1 0

March 2051 .......... 0 0 0 0 0 146 29 5 1 0

March 2052 .......... 0 0 0 0 0 64 12 2 0 0

March 2053 .......... 0 0 0 0 0 0 0 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 14.8 7.9 5.3 3.9 3.1 26.7 22.7 18.0 13.9 11.1

Security Group 5

PSA Prepayment Assumption Rates

Class DA Class DB

Distribution Date 0% 100% 281% 450% 600% 0% 100% 281% 450% 600%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 98 96 92 88 84 100 100 100 100 100

March 2026 .......... 97 89 75 63 53 100 100 100 100 100

March 2027 .......... 95 80 55 35 20 100 100 100 100 100

March 2028 .......... 93 71 38 14 0 100 100 100 100 95

March 2029 .......... 91 63 24 0 0 100 100 100 98 60

March 2030 .......... 89 55 13 0 0 100 100 100 71 38

March 2031 .......... 87 48 3 0 0 100 100 100 51 24

March 2032 .......... 84 41 0 0 0 100 100 88 36 15

March 2033 .......... 82 35 0 0 0 100 100 72 26 9

March 2034 .......... 79 29 0 0 0 100 100 58 18 6

March 2035 .......... 76 23 0 0 0 100 100 47 13 4

March 2036 .......... 73 18 0 0 0 100 100 38 9 2

March 2037 .......... 69 13 0 0 0 100 100 31 7 1

March 2038 .......... 65 8 0 0 0 100 100 25 5 1

March 2039 .......... 62 4 0 0 0 100 100 20 3 1

March 2040 .......... 57 0 0 0 0 100 98 16 2 0

March 2041 .......... 53 0 0 0 0 100 88 13 2 0

March 2042 .......... 48 0 0 0 0 100 78 10 1 0

March 2043 .......... 43 0 0 0 0 100 69 8 1 0

March 2044 .......... 38 0 0 0 0 100 61 6 1 0

March 2045 .......... 32 0 0 0 0 100 53 5 0 0

March 2046 .......... 26 0 0 0 0 100 45 3 0 0

March 2047 .......... 19 0 0 0 0 100 38 3 0 0

March 2048 .......... 12 0 0 0 0 100 32 2 0 0

March 2049 .......... 5 0 0 0 0 100 25 1 0 0

March 2050 .......... 0 0 0 0 0 91 19 1 0 0

March 2051 .......... 0 0 0 0 0 69 14 1 0 0

March 2052 .......... 0 0 0 0 0 45 9 0 0 0

March 2053 .......... 0 0 0 0 0 20 4 0 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 16.2 7.2 3.5 2.5 2.1 27.8 21.9 12.0 7.9 6.1

S-26
Security Group 6 PSA Prepayment Assumption Rates

Class AP Classes EA, EC, ED and EI Class EZ

Distribution Date 0% 195% 240% 280% 500% 0% 195% 240% 280% 500% 0% 195% 240% 280% 500%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 98 94 94 94 94 98 94 94 94 94 106 106 98 90 48

March 2026 .......... 96 84 84 84 77 96 82 82 82 74 113 113 86 62 0

March 2027 .......... 94 70 70 70 53 93 66 66 66 46 120 120 71 29 0

March 2028 .......... 92 58 58 58 35 91 53 53 53 26 127 127 63 9 0

March 2029 .......... 89 48 48 48 23 88 41 41 41 12 135 135 61 1 0

March 2030 .......... 87 38 38 38 14 85 30 30 30 3 143 142 63 0 0

March 2031 .......... 84 30 30 30 8 82 21 21 21 0 152 145 63 0 0

March 2032 .......... 81 24 24 24 4 79 13 13 13 0 161 142 61 0 0

March 2033 .......... 78 18 18 18 1 75 7 7 7 0 171 137 58 0 0

March 2034 .......... 75 13 13 13 0 71 2 2 2 0 182 130 54 0 0

March 2035 .......... 71 10 10 10 0 67 0 0 0 0 193 121 49 0 0

March 2036 .......... 67 6 6 6 0 63 0 0 0 0 205 111 44 0 0

March 2037 .......... 63 4 4 4 0 58 0 0 0 0 218 101 40 0 0

March 2038 .......... 58 1 1 1 0 53 0 0 0 0 231 91 35 0 0

March 2039 .......... 54 0 0 0 0 47 0 0 0 0 245 82 31 0 0

March 2040 .......... 48 0 0 0 0 42 0 0 0 0 261 72 27 0 0

March 2041 .......... 43 0 0 0 0 35 0 0 0 0 277 63 23 0 0

March 2042 .......... 37 0 0 0 0 29 0 0 0 0 294 55 20 0 0

March 2043 .......... 31 0 0 0 0 21 0 0 0 0 312 47 17 0 0

March 2044 .......... 24 0 0 0 0 14 0 0 0 0 331 40 14 0 0

March 2045 .......... 17 0 0 0 0 5 0 0 0 0 351 34 11 0 0

March 2046 .......... 9 0 0 0 0 0 0 0 0 0 373 28 9 0 0

March 2047 .......... 0 0 0 0 0 0 0 0 0 0 396 23 7 0 0

March 2048 .......... 0 0 0 0 0 0 0 0 0 0 421 18 6 0 0

March 2049 .......... 0 0 0 0 0 0 0 0 0 0 390 14 4 0 0

March 2050 .......... 0 0 0 0 0 0 0 0 0 0 324 10 3 0 0

March 2051 .......... 0 0 0 0 0 0 0 0 0 0 252 7 2 0 0

March 2052 .......... 0 0 0 0 0 0 0 0 0 0 175 4 1 0 0

March 2053 .......... 0 0 0 0 0 0 0 0 0 0 91 2 1 0 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 14.5 5.5 5.5 5.5 3.6 13.4 4.6 4.6 4.6 3.1 27.4 16.8 10.6 2.4 0.9

PSA Prepayment Assumption Rates

Class GP Class TP Class ZP

Distribution Date 0% 195% 240% 280% 500% 0% 195% 240% 280% 500% 0% 195% 240% 280% 500%

Initial Percent . . . . . . . . . 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

March 2025 .......... 100 100 100 100 100 99 96 95 94 91 106 106 106 106 106

March 2026 .......... 100 100 100 100 100 98 87 85 82 71 113 113 113 113 113

March 2027 .......... 100 100 100 100 100 97 76 72 68 50 120 120 120 120 120

March 2028 .......... 100 100 100 100 100 96 66 61 56 34 127 127 127 127 127

March 2029 .......... 100 100 100 100 100 95 58 51 46 24 135 135 135 135 135

March 2030 .......... 100 100 100 100 100 93 50 43 37 16 143 143 143 143 143

March 2031 .......... 100 100 100 100 70 92 43 36 31 11 152 152 152 152 152

March 2032 .......... 100 100 100 100 34 90 38 30 25 8 161 161 161 161 161

March 2033 .......... 100 100 100 100 8 89 32 25 20 5 171 171 171 171 171

March 2034 .......... 100 100 100 100 0 87 28 21 17 4 182 182 182 182 141

March 2035 .......... 100 81 81 81 0 85 24 18 13 2 193 193 193 193 96

March 2036 .......... 100 54 54 54 0 83 21 15 11 2 205 205 205 205 65

March 2037 .......... 100 30 30 30 0 80 18 12 9 1 218 218 218 218 44

March 2038 .......... 100 11 11 11 0 78 15 10 7 1 231 231 231 231 30

March 2039 .......... 100 0 0 0 0 75 13 8 6 1 245 221 221 221 20

March 2040 .......... 100 0 0 0 0 73 11 7 4 0 261 176 176 176 14

March 2041 .......... 100 0 0 0 0 70 9 6 4 0 277 140 140 140 9

March 2042 .......... 100 0 0 0 0 66 8 5 3 0 294 110 110 110 6

March 2043 .......... 100 0 0 0 0 63 6 4 2 0 312 86 86 86 4

March 2044 .......... 100 0 0 0 0 59 5 3 2 0 331 67 67 67 3

March 2045 .......... 100 0 0 0 0 55 4 2 1 0 351 52 52 52 2

March 2046 .......... 75 0 0 0 0 50 3 2 1 0 373 39 39 39 1

March 2047 .......... 4 0 0 0 0 46 3 1 1 0 396 29 29 29 1

March 2048 .......... 0 0 0 0 0 40 2 1 1 0 127 22 22 22 0

March 2049 .......... 0 0 0 0 0 35 2 1 0 0 15 15 15 15 0

March 2050 .......... 0 0 0 0 0 29 1 1 0 0 10 10 10 10 0

March 2051 .......... 0 0 0 0 0 22 1 0 0 0 7 7 7 7 0

March 2052 .......... 0 0 0 0 0 16 0 0 0 0 4 4 4 4 0

March 2053 .......... 0 0 0 0 0 8 0 0 0 0 1 1 1 1 0

March 2054 .......... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 22.4 12.3 12.3 12.3 7.7 20.2 7.7 6.7 5.9 3.7 23.9 18.6 18.6 18.6 12.0

S-27
Security Group 7 PSA Prepayment Assumption Rates

Classes FH, HY and SH Class HA Class HB

Distribution Date 0% 300% 648% 1,000% 1,300% 0% 300% 648% 1,000% 1,300% 0% 300% 648% 1,000% 1,300%

Initial Percent ..... 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100

March 2025 ....... 99 93 87 80 74 99 92 85 77 70 100 100 100 100 100

March 2026 ....... 99 81 62 45 32 98 78 56 36 21 100 100 100 100 100

March 2027 ....... 98 66 38 18 7 97 60 28 5 0 100 100 100 100 52

March 2028 ....... 97 53 23 7 2 96 46 11 0 0 100 100 100 53 11

March 2029 ....... 96 43 14 3 0 95 34 0 0 0 100 100 100 21 2

March 2030 ....... 95 35 8 1 0 94 25 0 0 0 100 100 61 8 1

March 2031 ....... 94 28 5 0 0 93 17 0 0 0 100 100 37 3 0

March 2032 ....... 92 23 3 0 0 91 11 0 0 0 100 100 22 1 0

March 2033 ....... 91 18 2 0 0 90 5 0 0 0 100 100 13 0 0

March 2034 ....... 89 15 1 0 0 88 1 0 0 0 100 100 8 0 0

March 2035 ....... 88 12 1 0 0 86 0 0 0 0 100 87 5 0 0

March 2036 ....... 86 9 0 0 0 84 0 0 0 0 100 70 3 0 0

March 2037 ....... 84 7 0 0 0 81 0 0 0 0 100 55 2 0 0

March 2038 ....... 82 6 0 0 0 79 0 0 0 0 100 44 1 0 0

March 2039 ....... 79 5 0 0 0 76 0 0 0 0 100 35 1 0 0

March 2040 ....... 77 4 0 0 0 73 0 0 0 0 100 28 0 0 0

March 2041 ....... 74 3 0 0 0 70 0 0 0 0 100 22 0 0 0

March 2042 ....... 71 2 0 0 0 66 0 0 0 0 100 17 0 0 0

March 2043 ....... 67 2 0 0 0 62 0 0 0 0 100 13 0 0 0

March 2044 ....... 64 1 0 0 0 58 0 0 0 0 100 10 0 0 0

March 2045 ....... 59 1 0 0 0 53 0 0 0 0 100 8 0 0 0

March 2046 ....... 55 1 0 0 0 48 0 0 0 0 100 6 0 0 0

March 2047 ....... 50 1 0 0 0 42 0 0 0 0 100 4 0 0 0

March 2048 ....... 45 0 0 0 0 36 0 0 0 0 100 3 0 0 0

March 2049 ....... 39 0 0 0 0 29 0 0 0 0 100 2 0 0 0

March 2050 ....... 32 0 0 0 0 22 0 0 0 0 100 1 0 0 0

March 2051 ....... 25 0 0 0 0 14 0 0 0 0 100 1 0 0 0

March 2052 ....... 18 0 0 0 0 5 0 0 0 0 100 0 0 0 0

March 2053 ....... 9 0 0 0 0 0 0 0 0 0 68 0 0 0 0

March 2054 ....... 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) ..... 21.1 5.6 2.9 2.1 1.7 19.8 4.2 2.3 1.7 1.4 29.3 14.6 7.0 4.4 3.3

PSA Prepayment Assumption Rates

Class HV Class HZ

Distribution Date 0% 300% 648% 1,000% 1,300% 0% 300% 648% 1,000% 1,300%

Initial Percent .... 100 100 100 100 100 100 100 100 100 100

March 2025 ..... 93 93 93 93 93 106 106 106 106 106

March 2026 ..... 86 86 86 86 86 112 112 112 112 112

March 2027 ..... 78 78 78 78 0 118 118 118 118 95

March 2028 ..... 70 70 70 0 0 125 125 125 95 21

March 2029 ..... 61 61 61 0 0 132 132 132 38 4

March 2030 ..... 52 52 0 0 0 139 139 111 15 1

March 2031 ..... 42 42 0 0 0 147 147 67 6 0

March 2032 ..... 32 32 0 0 0 155 155 40 2 0

March 2033 ..... 22 22 0 0 0 164 164 24 1 0

March 2034 ..... 10 10 0 0 0 173 173 14 0 0

March 2035 ..... 0 0 0 0 0 181 158 9 0 0

March 2036 ..... 0 0 0 0 0 181 126 5 0 0

March 2037 ..... 0 0 0 0 0 181 101 3 0 0

March 2038 ..... 0 0 0 0 0 181 80 2 0 0

March 2039 ..... 0 0 0 0 0 181 63 1 0 0

March 2040 ..... 0 0 0 0 0 181 50 1 0 0

March 2041 ..... 0 0 0 0 0 181 39 0 0 0

March 2042 ..... 0 0 0 0 0 181 31 0 0 0

March 2043 ..... 0 0 0 0 0 181 24 0 0 0

March 2044 ..... 0 0 0 0 0 181 18 0 0 0

March 2045 ..... 0 0 0 0 0 181 14 0 0 0

March 2046 ..... 0 0 0 0 0 181 10 0 0 0

March 2047 ..... 0 0 0 0 0 181 8 0 0 0

March 2048 ..... 0 0 0 0 0 181 6 0 0 0

March 2049 ..... 0 0 0 0 0 181 4 0 0 0

March 2050 ..... 0 0 0 0 0 181 3 0 0 0

March 2051 ..... 0 0 0 0 0 181 2 0 0 0

March 2052 ..... 0 0 0 0 0 181 1 0 0 0

March 2053 ..... 0 0 0 0 0 124 0 0 0 0

March 2054 ..... 0 0 0 0 0 0 0 0 0 0

Weighted Average

Life (years) .... 6.0 6.0 4.3 3.1 2.5 29.3 14.7 7.6 4.8 3.5

S-28
Security Group 8 PSA Prepayment Assumption Rates

Classes FE and SE

Distribution Date 0% 250% 506% 850% 1,100%

Initial Percent ....... 100 100 100 100 100

March 2025 ......... 99 94 88 81 76

March 2026 ......... 98 82 68 49 37

March 2027 ......... 98 69 47 24 13

March 2028 ......... 97 58 32 12 4

March 2029 ......... 95 49 22 6 1

March 2030 ......... 94 41 15 3 0

March 2031 ......... 93 34 10 1 0

March 2032 ......... 92 29 7 1 0

March 2033 ......... 90 24 5 0 0

March 2034 ......... 89 20 3 0 0

March 2035 ......... 87 16 2 0 0

March 2036 ......... 85 14 2 0 0

March 2037 ......... 83 11 1 0 0

March 2038 ......... 81 9 1 0 0

March 2039 ......... 78 8 0 0 0

March 2040 ......... 75 6 0 0 0

March 2041 ......... 72 5 0 0 0

March 2042 ......... 69 4 0 0 0

March 2043 ......... 66 3 0 0 0

March 2044 ......... 62 3 0 0 0

March 2045 ......... 58 2 0 0 0

March 2046 ......... 53 2 0 0 0

March 2047 ......... 49 1 0 0 0

March 2048 ......... 43 1 0 0 0

March 2049 ......... 37 1 0 0 0

March 2050 ......... 31 0 0 0 0

March 2051 ......... 24 0 0 0 0

March 2052 ......... 17 0 0 0 0

March 2053 ......... 9 0 0 0 0

March 2054 ......... 0 0 0 0 0

Weighted Average

Life (years) ....... 20.8 6.4 3.6 2.3 1.8

Security Group 9

PSA Prepayment Assumption Rates

Class IE

Distribution Date 0% 100% 269% 450% 600%

Initial Percent . . . . . . . . . 100 100 100 100 100

March 2025 .......... 99 97 94 90 87

March 2026 .......... 98 92 82 72 64

March 2027 .......... 96 85 68 52 40

March 2028 .......... 95 79 56 37 25

March 2029 .......... 94 73 46 27 16

March 2030 .......... 92 67 38 19 10

March 2031 .......... 90 62 31 14 6

March 2032 .......... 88 57 26 10 4

March 2033 .......... 87 53 21 7 2

March 2034 .......... 85 48 17 5 2

March 2035 .......... 82 44 14 4 1

March 2036 .......... 80 40 12 3 1

March 2037 .......... 78 37 9 2 0

March 2038 .......... 75 33 8 1 0

March 2039 .......... 72 30 6 1 0

March 2040 .......... 69 27 5 1 0

March 2041 .......... 66 24 4 0 0

March 2042 .......... 62 22 3 0 0

March 2043 .......... 59 19 2 0 0

March 2044 .......... 55 17 2 0 0

March 2045 .......... 51 15 1 0 0

March 2046 .......... 46 13 1 0 0

March 2047 .......... 41 11 1 0 0

March 2048 .......... 36 9 1 0 0

March 2049 .......... 31 7 0 0 0

March 2050 .......... 25 5 0 0 0

March 2051 .......... 19 4 0 0 0

March 2052 .......... 12 2 0 0 0

March 2053 .......... 5 1 0 0 0

March 2054 .......... 0 0 0 0 0

Weighted Average

Life (years) . . . . . . . . . 19.4 11.3 6.0 4.0 3.1

S-29
Security Group 10 PSA Prepayment Assumption Rates

Class IG

Distribution Date 0% 300% 616% 1,000% 1,300%

Initial Percent ..... 100 100 100 100 100

March 2025 . . ..... 99 91 83 73 65

March 2026 . . ..... 98 77 57 36 22

March 2027 . . ..... 97 62 35 14 5

March 2028 . . ..... 96 50 22 6 1

March 2029 . . ..... 94 41 14 2 0

March 2030 . . ..... 93 33 8 1 0

March 2031 . . ..... 91 26 5 0 0

March 2032 . . ..... 90 21 3 0 0

March 2033 . . ..... 88 17 2 0 0

March 2034 . . ..... 86 14 1 0 0

March 2035 . . ..... 84 11 1 0 0

March 2036 . . ..... 82 9 0 0 0

March 2037 . . ..... 79 7 0 0 0

March 2038 . . ..... 77 6 0 0 0

March 2039 . . ..... 74 4 0 0 0

March 2040 . . ..... 71 3 0 0 0

March 2041 . . ..... 68 3 0 0 0

March 2042 . . ..... 64 2 0 0 0

March 2043 . . ..... 60 2 0 0 0

March 2044 . . ..... 56 1 0 0 0

March 2045 . . ..... 52 1 0 0 0

March 2046 . . ..... 47 1 0 0 0

March 2047 . . ..... 42 1 0 0 0

March 2048 . . ..... 37 0 0 0 0

March 2049 . . ..... 31 0 0 0 0

March 2050 . . ..... 24 0 0 0 0

March 2051 . . ..... 18 0 0 0 0

March 2052 . . ..... 10 0 0 0 0

March 2053 . . ..... 2 0 0 0 0

March 2054 . . ..... 0 0 0 0 0

Weighted Average

Life (years) . .... 19.6 5.3 2.8 1.8 1.4

Yield Considerations

An investor seeking to maximize yield should make a decision whether to invest in any Regular or

MX Class based on:

 the anticipated yield of that Class resulting from its purchase price,

 the investor’s own projection of Mortgage Loan prepayment rates under a variety of scenarios,

 in the case of the Group 9 and 10 Securities, the investor’s own projection of payment rates on

the Underlying Certificates under a variety of scenarios and

 in the case of a Floating Rate or an Inverse Floating Rate Class, the investor’s own projection of

levels of 30-day Average SOFR under a variety of scenarios.

No representation is made regarding Mortgage Loan prepayment rates, Underlying Certificate payment rates, 30-day Average SOFR levels or the yield of any Class.

Prepayments: Effect on Yields

The yields to investors will be sensitive in varying degrees to the rate of prepayments on the

related Mortgage Loans.

 In the case of Regular Securities or MX Securities purchased at a premium (especially the Interest

Only Classes), faster than anticipated rates of principal payments could result in actual yields to

investors that are lower than the anticipated yields.

 Investors in the Interest Only Classes should also consider the risk that rapid rates of principal

payments could result in the failure of investors to recover fully their investments.

S-30
 In the case of Regular Securities or MX Securities purchased at a discount (especially the Principal Only Class), slower than anticipated rates of principal payments could result in actual yields

to investors that are lower than the anticipated yields.

See “Risk Factors — Rates of principal payments can reduce your yield” in this Supplement.

Rapid rates of prepayments on the Mortgage Loans are likely to coincide with periods of low prevailing interest rates.

During periods of low prevailing interest rates, the yields at which an investor may be able to

reinvest amounts received as principal payments on the investor’s Class of Securities may be lower than

the yield on that Class.

Slow rates of prepayments on the Mortgage Loans are likely to coincide with periods of high prevailing interest rates.

During periods of high prevailing interest rates, the amount of principal payments available to an

investor for reinvestment at those high rates may be relatively low.

The Mortgage Loans will not prepay at any constant rate until maturity, nor will all of the Mortgage

Loans underlying any Trust Asset Group prepay at the same rate at any one time. The timing of changes

in the rate of prepayments may affect the actual yield to an investor, even if the average rate of principal

prepayments is consistent with the investor’s expectation. In general, the earlier a prepayment of

principal on the Mortgage Loans, the greater the effect on an investor’s yield. As a result, the effect on

an investor’s yield of principal prepayments occurring at a rate higher (or lower) than the rate anticipated by the investor during the period immediately following the Closing Date is not likely to be offset

by a later equivalent reduction (or increase) in the rate of principal prepayments.

30-day Average SOFR: Effect on Yields of the Floating Rate and Inverse Floating Rate Classes

Low levels of 30-day Average SOFR can reduce the yield of the Floating Rate Classes. High levels of

30-day Average SOFR can reduce the yield of the Inverse Floating Rate Classes. In addition, the Floating

Rate Classes will not necessarily benefit from a higher yield at high levels of 30-day Average SOFR

because the rate on such Classes is capped at a maximum rate described under “Terms Sheet — Interest

Rates.”

Payment Delay: Effect on Yields of the Fixed Rate Classes

The effective yield on any Fixed Rate Class will be less than the yield otherwise produced by its

Interest Rate and purchase price because, on each Distribution Date, 30 days’ interest will be payable on

(or added to the principal amount of) that Class even though interest began to accrue approximately

50 days earlier.

Yield Tables

The following table shows the pre-tax yields to maturity on a corporate bond equivalent basis of

specified Classes at various constant percentages of PSA and, in the case of the Inverse Floating Rate

Classes, at various constant levels of 30-day Average SOFR.

The Mortgage Loans will not prepay at any constant rate until maturity, and it is unlikely that

30-day Average SOFR will remain constant. Moreover, it is likely that the Mortgage Loans will

S-31
experience actual prepayment rates that differ from those of the Modeling Assumptions. Therefore,

the actual pre-tax yield of any Class may differ from those shown in the applicable table

below for that Class even if the Class is purchased at the assumed price shown.

The yields were calculated by

1. determining the monthly discount rates that, when applied to the applicable assumed streams

of cash flows to be paid on the applicable Class, would cause the discounted present value of

the assumed streams of cash flows to equal the assumed purchase price of that Class plus

accrued interest (in the case of interest-bearing Classes), and

2. converting the monthly rates to corporate bond equivalent rates.

These calculations do not take into account variations that may occur in the interest rates at which

investors may be able to reinvest funds received by them as distributions on their Securities and consequently do not purport to reflect the return on any investment in any Class when those reinvestment

rates are considered.

The information set forth in the following tables was prepared on the basis of the Modeling

Assumptions and the assumptions that (1) the Interest Rate applicable to each Inverse Floating Rate

Class for each Accrual Period following the first Accrual Period will be based on the indicated level of

30-day Average SOFR and (2) the purchase price of each Class (expressed as a percentage of Original

Class Principal Balance or original Class Notional Balance) plus accrued interest (in the case of interestbearing Classes) is as indicated in the related table. The assumed purchase price is not necessarily

that at which actual sales will occur.

S-32
SECURITY GROUP 1

Sensitivity of Class PO to Prepayments

Assumed Price 67.0625%

PSA Prepayment Assumption Rates

50% 89% 250% 400%

4.0% 4.9% 9.8% 15.4%

Sensitivity of Class SA to Prepayments

Assumed Price 17.375%*

PSA Prepayment Assumption Rates

30-day Average SOFR 50% 89% 250% 400%

4.31861% .................... 8.1% 5.6% (5.0)% (15.5)%

5.31861% .................... 1.0% (1.4)% (11.7)% (21.9)%

6.15931% .................... (6.4)% (8.7)% (18.7)% (28.5)%

7.00000% and above ........... **   ** 

SECURITY GROUP 2

Sensitivity of Class KI to Prepayments

Assumed Price 13.5%*

PSA Prepayment Assumption Rates

100% 230% 400% 500%

32.0% 18.5% 0.1% (10.1)%

SECURITY GROUP 3

Sensitivity of Class AI to Prepayments

Assumed Price 9.5%*

PSA Prepayment Assumption Rates

100% 277% 450% 600% 659%

52.7% 35.9% 18.8% 5.1% 0.0%

Sensitivity of Class GI to Prepayments

Assumed Price 7.75%*

PSA Prepayment Assumption Rates

100% 277% 450% 600% 658%

64.7% 42.3% 21.5% 5.7% 0.1%

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

** Indicates that investors will suffer a loss of virtually all of their investment.

S-33
Sensitivity of Class IA to Prepayments

Assumed Price 15.03125%*

PSA Prepayment Assumption Rates

100%

35.9%

277%

27.0%

450%

18.2%

600%

10.3%

790%

0.0%

SECURITY GROUP 6

Sensitivity of Class EI to Prepayments

Assumed Price 11.88997%*

195%

37.4%

PSA Prepayment Assumption Rates

240% 280% 500%

37.4% 37.4% 25.4%

906%

0.1%

SECURITY GROUP 7

Sensitivity of Class SH to Prepayments

Assumed Price 5.45313%*

PSA Prepayment Assumption Rates

30-day Average SOFR 300% 648% 1,000% 1,300%

4.31864% ................... 41.1% 23.1% 3.8% (13.4)%

5.31864% ................... 19.0% (0.4)% (21.4)% (40.3)%

6.23432% ................... (1.1)% (22.2)% (45.8)% (67.8)%

7.15000% and above .......... **   ** 

SECURITY GROUP 8

Sensitivity of Class SE to Prepayments

Assumed Price 3.625%*

PSA Prepayment Assumption Rates

30-day Average SOFR

4.31864% ...................

5.31864% ...................

5.65932% ...................

6.00000% and above ..........

250%

35.9%

3.7%

(7.8)%

**

506%

22.1%

(11.6)%

(23.6)%

**

850%

2.4%

(34.0)%

(47.3)%

**

1,100%

(12.7)%

(51.7)%

(66.9)%

**

SECURITY GROUP 9

Sensitivity of Class IE to Prepayments

Assumed Price 17.5%*

PSA Prepayment Assumption Rates

100% 269% 450% 600% 634%

29.3% 20.4% 10.5% 2.0% 0.0%

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

** Indicates that investors will suffer a loss of virtually all of their investment.

S-34
SECURITY GROUP 10

Sensitivity of Class IG to Prepayments

Assumed Price 12.0%*

PSA Prepayment Assumption Rates

300% 616% 1,000% 1,035% 1,300%

45.6% 27.0% 2.4% 0.0% (18.7)%

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

The following tax discussion, when read in conjunction with the discussion of “Certain United

States Federal Income Tax Consequences” in the Base Offering Circular, describes the material United

States federal income tax considerations for investors in the Securities. However, these two tax discussions do not purport to deal with all United States federal tax consequences applicable to all categories of investors, some of which may be subject to special rules.

REMIC Elections

In the opinion of Cleary Gottlieb Steen & Hamilton LLP, the Trust will constitute a Double REMIC

Series for United States federal income tax purposes. Separate REMIC elections will be made for the

Pooling REMIC and the Issuing REMIC.

Regular Securities

The Regular Securities will be treated as debt instruments issued by the Trust REMIC for United

States federal income tax purposes. Income on the Regular Securities must be reported under an accrual

method of accounting.

The Principal Only, Notional and Accrual Classes of Regular Securities will be issued with original

issue discount (“OID”), and certain other Classes of Regular Securities may be issued with OID. See

“Certain United States Federal Income Tax Consequences — Tax Treatment of Regular Securities —

Original Issue Discount,” “— Variable Rate Securities” and “— Interest Weighted Securities and

Non-VRDI Securities” in the Base Offering Circular.

The prepayment assumption that should be used in determining the rates of accrual of OID, if any,

on the Regular Securities (as described in “Yield, Maturity and Prepayment Considerations” in this Supplement) is as follows:

Group PSA

1

2

3

4

5

6

7

8

9

10

89%

230%

277%

196%

281%

240%

648%

506%

269%

616%

S-35
In the case of the Floating Rate Classes, the interest rate values to be used for these determinations

are the initial Interest Rates as set forth in the Terms Sheet under “Interest Rates.” No representation is

made, however, about the rate at which prepayments on the Mortgage Loans underlying any Group of

Trust Assets actually will occur or the level of 30-day Average SOFR at any time after the date of this

Supplement. See “Certain United States Federal Income Tax Consequences” in the Base Offering Circular.

The Regular Securities generally will be treated as “regular interests” in a REMIC for domestic building and loan associations and “real estate assets” for real estate investment trusts (“REITs”) as described

in “Certain United States Federal Income Tax Consequences” in the Base Offering Circular. Similarly,

interest on the Regular Securities will be considered “interest on obligations secured by mortgages on

real property” for REITs as described in “Certain United States Federal Income Tax Consequences” in the

Base Offering Circular.

Residual Securities

The Class RR Securities will represent the beneficial ownership of the Residual Interest in the Pooling REMIC and the beneficial ownership of the Residual Interest in the Issuing REMIC.

The Residual Securities generally will be treated as “residual interests” in a REMIC for domestic

building and loan associations and as “real estate assets” for REITs, as described in “Certain United States

Federal Income Tax Consequences” in the Base Offering Circular, but will not be treated as debt for

United States federal income tax purposes. Instead, the Holders of the Residual Securities will be

required to report, and will be taxed on, their pro rata shares of the taxable income or loss of the Trust

REMICs, and these requirements will continue until there are no outstanding regular interests in the

respective Trust REMICs. Thus, Residual Holders will have taxable income attributable to the Residual

Securities even though they will not receive principal or interest distributions with respect to the

Residual Securities, which could result in a negative after-tax return for the Residual Holders. Even

though the Holders of the Residual Securities are not entitled to any stated principal or interest payments on the Residual Securities, the Trust REMICs may have substantial taxable income in certain periods, and offsetting tax losses may not occur until much later periods. Accordingly, the Holders of the

Residual Securities may experience substantial adverse tax timing consequences. Prospective investors

are urged to consult their own tax advisors and consider the after-tax effect of ownership of the

Residual Securities and the suitability of the Residual Securities to their investment objectives.

Prospective Holders of Residual Securities should be aware that, at issuance, based on the expected

prices of the Regular and Residual Securities and the prepayment assumption described above, the

residual interests represented by the Residual Securities will be treated as “noneconomic residual interests” as that term is defined in Treasury regulations.

OID accruals on the Underlying Certificates will be computed using the same prepayment assumption as set forth under “Certain United States Federal Income Tax Consequences — Regular Securities”

in this Supplement.

MX Securities

For a discussion of certain United States federal income tax consequences applicable to the MX

Classes, see “Certain United States Federal Income Tax Consequences — Tax Treatment of MX Securities”,

“— Exchanges of MX Classes and Regular Classes” and “— Taxation of Foreign Holders of REMIC Securities and MX Securities” in the Base Offering Circular.

Investors should consult their own tax advisors in determining the United States federal,

state, local, foreign and any other tax consequences to them of the purchase, ownership and

disposition of the Securities.

S-36
ERISA MATTERS

Ginnie Mae guarantees distributions of principal and interest with respect to the Securities. The

Ginnie Mae Guaranty is supported by the full faith and credit of the United States of America. The Regular and MX Securities will qualify as “guaranteed governmental mortgage pool certificates” within the

meaning of a Department of Labor regulation, the effect of which is to provide that mortgage loans and

participations therein underlying a “guaranteed governmental mortgage pool certificate” will not be

considered assets of an employee benefit plan subject to the Employee Retirement Income Security Act

of 1974, as amended (“ERISA”), or subject to Section 4975 of the Code (each, a “Plan”), solely by reason

of the Plan’s purchase and holding of that certificate.

Prospective Plan Investors should consult with their advisors to determine whether the

purchase, holding or resale of a Security could give rise to a transaction that is prohibited or is

not otherwise permissible under either ERISA or the Code.

Governmental plans and certain church plans, while not subject to the fiduciary responsibility provisions of ERISA or the prohibited transaction provisions of ERISA and the Code, may nevertheless be

subject to local, state or other federal laws that are substantially similar to the foregoing provisions of

ERISA and the Code (“Similar Law”).

Fiduciaries of any such Plans or governmental or church plans subject to Similar Law should consult with their counsel before purchasing any of the Securities.

See “ERISA Considerations” in the Base Offering Circular.

The Residual Securities are not offered to, and may not be transferred to, a Plan Investor.

LEGAL INVESTMENT CONSIDERATIONS

Institutions whose investment activities are subject to legal investment laws and regulations or to

review by certain regulatory authorities may be subject to restrictions on investment in the Securities. No

representation is made about the proper characterization of any Class for legal investment or

other purposes, or about the permissibility of the purchase by particular investors of any Class

under applicable legal investment restrictions.

Investors should consult their own legal advisors regarding applicable investment

restrictions and the effect of any restrictions on the liquidity of the Securities prior to investing

in the Securities.

See “Legal Investment Considerations” in the Base Offering Circular.

PLAN OF DISTRIBUTION

Subject to the terms and conditions of the Sponsor Agreement, the Sponsor has agreed to purchase

all of the Securities if any are sold and purchased. The Sponsor proposes to offer the Regular and MX

Classes to the public from time to time for sale in negotiated transactions at varying prices to be

determined at the time of sale, plus accrued interest, if any, from (1) March 1, 2024 on the Fixed Rate

Classes and (2) March 20, 2024 on the Floating Rate and Inverse Floating Rate Classes. The Sponsor may

effect these transactions by sales to or through certain securities dealers. These dealers may receive

compensation in the form of discounts, concessions or commissions from the Sponsor and/or commissions from any purchasers for which they act as agents. Some of the Securities may be sold through

dealers in relatively small sales. In the usual case, the commission charged on a relatively small sale of

securities will be a higher percentage of the sales price than that charged on a large sale of securities.

S-37
INCREASE IN SIZE

Before the Closing Date, Ginnie Mae, the Trustee and the Sponsor may agree to increase the size of

this offering. In that event, the Securities will have the same characteristics as described in this Supplement, except that (1) the Original Class Principal Balance (or original Class Notional Balance) and (2)

the Aggregate Scheduled Principal Balances of each Class receiving principal distributions or interest

distributions based upon a notional balance from the same Trust Asset Group will increase by the same

proportion. The Trust Agreement, the Final Data Statement, the Final Schedules and the Supplemental

Statement, if any, will reflect any increase in the size of the transaction.

LEGAL MATTERS

Certain legal matters will be passed upon for Ginnie Mae by Hunton Andrews Kurth LLP, for the

Trust by Cleary Gottlieb Steen & Hamilton LLP and Marcell Solomon & Associates, P.C., and for the

Trustee by Faegre Drinker Biddle & Reath LLP.

S-38
S-I-1

Schedule I

Available Combinations(1)

REMIC Securities MX Securities

Maximum

Original Class Original Class

Principal Balance Principal Balance Final

or Class Notional Related or Class Notional Principal Interest Interest CUSIP Distribution

Class Balance MX Class Balance(2) Type(3) Rate Type(3) Number Date(4)

Security Group 2

Combination 1(5)

KA $ 35,248,354 KB $ 35,248,354 SEQ 5.25% FIX 38384K4C2 March 2049

KC 35,248,354 SEQ 5.00 FIX 38384K4D0 March 2049

KD 35,248,354 SEQ 4.75 FIX 38384K4E8 March 2049

KE 35,248,354 SEQ 4.50 FIX 38384K4F5 March 2049

KG 35,248,354 SEQ 4.25 FIX 38384K4G3 March 2049

KH 35,248,354 SEQ 4.00 FIX 38384K4H1 March 2049

KI 9,613,187 NTL(SEQ) 5.50 FIX/IO 38384K4J7 March 2049

Security Group 3

Combination 2(5)

GA $144,740,000 GC $144,740,000 SEQ 5.25% FIX 38384K4K4 November 2045

GD 144,740,000 SEQ 5.00 FIX 38384K4L2 November 2045

GE 144,740,000 SEQ 4.75 FIX 38384K4M0 November 2045

GH 144,740,000 SEQ 4.50 FIX 38384K4N8 November 2045

GI 39,474,545 NTL(SEQ) 5.50 FIX/IO 38384K4P3 November 2045

GJ 144,740,000 SEQ 4.25 FIX 38384K4Q1 November 2045

GK 144,740,000 SEQ 4.00 FIX 38384K4R9 November 2045

GL 124,062,857 SEQ 5.75 FIX 38384K4S7 November 2045

GM 108,555,000 SEQ 6.00 FIX 38384K4T5 November 2045
REMIC Securities MX Securities

S-I-2

Maximum

Original Class Original Class

Principal Balance Principal Balance Final

or Class Notional Related or Class Notional Principal Interest Interest CUSIP Distribution

Class Balance MX Class Balance(2) Type(3) Rate Type(3) Number Date(4)

Combination 3(5)

GA $144,740,000 A $192,978,000 SEQ 5.50% FIX 38384K4U2 January 2049

GB 48,238,000 AB 192,978,000 SEQ 5.25 FIX 38384K4V0 January 2049

AC 192,978,000 SEQ 5.00 FIX 38384K4W8 January 2049

AD 192,978,000 SEQ 4.75 FIX 38384K4X6 January 2049

AE 192,978,000 SEQ 4.50 FIX 38384K4Y4 January 2049

AG 192,978,000 SEQ 4.25 FIX 38384K4Z1 January 2049

AH 192,978,000 SEQ 4.00 FIX 38384K5A5 January 2049

AI 52,630,363 NTL(SEQ) 5.50 FIX/IO 38384K5B3 January 2049

AJ 165,409,714 SEQ 5.75 FIX 38384K5C1 January 2049

AK 144,733,500 SEQ 6.00 FIX 38384K5D9 January 2049

Security Group 6

Combination 4

AP $ 1,500,000 TP $ 20,412,594 PT 6.00% FIX 38384K5E7 March 2054EA 500,000EC 2,500,000ED 11,630,000EI 1,073,333EZ 1,805,594GP 1,956,000ZP 521,000

Security Group 7

Combination 5

HA $ 9,197,000 HY $ 10,632,235 PT 5.50% FIX 38384K5F4 March 2054

HV 644,000HZ 791,235

Combination 6

HV $ 644,000 HB $ 1,435,235 SEQ 5.50% FIX 38384K5G2 March 2054

HZ 791,235
(1) All exchanges must comply with minimum denomination restrictions.

(2) The amount shown for each MX Class represents the maximum Original Class Principal Balance (or original Class Notional Balance) of

that Class, assuming it were to be issued on the Closing Date.

(3) As defined under “Class Types” in Appendix I to the Base Offering Circular.

(4) See “Yield, Maturity and Prepayment Considerations — Final Distribution Date” in this Supplement.

(5) In the case of Combinations 1, 2 and 3, various subcombinations are permitted. See “Description of the Securities — Modification and

Exchange” in the Base Offering Circular for a discussion of subcombinations.

S-I-3
Schedule II

SCHEDULED PRINCIPAL BALANCES

Classes AP, EA,

EC, ED,

GP and ZP

Distribution Date (in the aggregate)

Initial Balance ........................................................... $18,607,000.00

April 2024 ............................................................... 18,560,512.10

May 2024 ............................................................... 18,507,239.63

June 2024 ............................................................... 18,447,199.25

July 2024 ............................................................... 18,380,414.35

August 2024 ............................................................. 18,306,914.98

September 2024 .......................................................... 18,226,737.93

October 2024 ............................................................ 18,139,926.67

November 2024 .......................................................... 18,046,531.33

December 2024 .......................................................... 17,946,608.66

January 2025 ............................................................ 17,840,221.98

February 2025 ........................................................... 17,727,441.12

March 2025 ............................................................. 17,608,342.35

April 2025 ............................................................... 17,483,008.31

May 2025 ............................................................... 17,351,527.87

June 2025 ............................................................... 17,213,996.07

July 2025 ............................................................... 17,070,514.01

August 2025 ............................................................. 16,921,188.68

September 2025 .......................................................... 16,766,132.85

October 2025 ............................................................ 16,605,464.93

November 2025 .......................................................... 16,439,308.78

December 2025 .......................................................... 16,267,793.60

January 2026 ............................................................ 16,091,053.71

February 2026 ........................................................... 15,909,228.35

March 2026 ............................................................. 15,722,461.54

April 2026 ............................................................... 15,530,901.86

May 2026 ............................................................... 15,335,916.15

June 2026 ............................................................... 15,137,623.91

July 2026 ............................................................... 14,936,147.96

August 2026 ............................................................. 14,732,252.95

September 2026 .......................................................... 14,530,389.59

October 2026 ............................................................ 14,330,535.72

November 2026 .......................................................... 14,132,669.39

December 2026 .......................................................... 13,936,768.86

January 2027 ............................................................ 13,742,812.64

February 2027 ........................................................... 13,550,779.44

March 2027 ............................................................. 13,360,648.20

April 2027 ............................................................... 13,172,398.07

May 2027 ............................................................... 12,986,008.41

June 2027 ............................................................... 12,801,458.79

July 2027 ............................................................... 12,618,729.01

August 2027 ............................................................. 12,437,799.04

September 2027 .......................................................... 12,258,649.07

S-II-1
Classes AP, EA,

EC, ED,

GP and ZP

Distribution Date (in the aggregate)

October 2027 ............................................................ $12,081,259.52

November 2027 .......................................................... 11,905,610.96

December 2027 .......................................................... 11,731,684.20

January 2028 ............................................................ 11,559,460.21

February 2028 ........................................................... 11,388,920.19

March 2028 ............................................................. 11,220,045.51

April 2028 ............................................................... 11,052,817.73

May 2028 ............................................................... 10,887,218.60

June 2028 ............................................................... 10,723,230.06

July 2028 ............................................................... 10,560,834.23

August 2028 ............................................................. 10,400,013.41

September 2028 .......................................................... 10,240,750.09

October 2028 ............................................................ 10,083,026.93

November 2028 .......................................................... 9,926,826.76

December 2028 .......................................................... 9,772,132.60

January 2029 ............................................................ 9,618,927.63

February 2029 ........................................................... 9,467,195.20

March 2029 ............................................................. 9,316,918.84

April 2029 ............................................................... 9,168,082.24

May 2029 ............................................................... 9,020,669.25

June 2029 ............................................................... 8,874,663.90

July 2029 ............................................................... 8,730,050.37

August 2029 ............................................................. 8,586,813.00

September 2029 .......................................................... 8,444,936.28

October 2029 ............................................................ 8,304,991.40

November 2029 .......................................................... 8,167,287.34

December 2029 .......................................................... 8,031,788.92

January 2030 ............................................................ 7,898,461.53

February 2030 ........................................................... 7,767,271.05

March 2030 ............................................................. 7,638,183.92

April 2030 ............................................................... 7,511,167.10

May 2030 ............................................................... 7,386,188.04

June 2030 ............................................................... 7,263,214.73

July 2030 ............................................................... 7,142,215.63

August 2030 ............................................................. 7,023,159.71

September 2030 .......................................................... 6,906,016.39

October 2030 ............................................................ 6,790,755.60

November 2030 .......................................................... 6,677,347.71

December 2030 .......................................................... 6,565,763.58

January 2031 ............................................................ 6,455,974.50

February 2031 ........................................................... 6,347,952.20

March 2031 ............................................................. 6,241,668.87

April 2031 ............................................................... 6,137,097.12

May 2031 ............................................................... 6,034,210.00

June 2031 ............................................................... 5,932,980.95

July 2031 ............................................................... 5,833,383.85

August 2031 ............................................................. 5,735,392.98

S-II-2
Classes AP, EA,

EC, ED,

GP and ZP

Distribution Date (in the aggregate)

September 2031 .......................................................... $ 5,638,983.02

October 2031 ............................................................ 5,544,129.02

November 2031 .......................................................... 5,450,806.46

December 2031 .......................................................... 5,358,991.18

January 2032 ............................................................ 5,268,659.38

February 2032 ........................................................... 5,179,787.66

March 2032 ............................................................. 5,092,352.97

April 2032 ............................................................... 5,006,332.61

May 2032 ............................................................... 4,921,704.25

June 2032 ............................................................... 4,838,445.91

July 2032 ............................................................... 4,756,535.93

August 2032 ............................................................. 4,675,953.01

September 2032 .......................................................... 4,596,676.16

October 2032 ............................................................ 4,518,684.74

November 2032 .......................................................... 4,441,958.41

December 2032 .......................................................... 4,366,477.17

January 2033 ............................................................ 4,292,221.32

February 2033 ........................................................... 4,219,171.46

March 2033 ............................................................. 4,147,308.49

April 2033 ............................................................... 4,076,613.64

May 2033 ............................................................... 4,007,068.39

June 2033 ............................................................... 3,938,654.54

July 2033 ............................................................... 3,871,354.16

August 2033 ............................................................. 3,805,149.59

September 2033 .......................................................... 3,740,023.48

October 2033 ............................................................ 3,675,958.71

November 2033 .......................................................... 3,612,938.45

December 2033 .......................................................... 3,550,946.13

January 2034 ............................................................ 3,489,965.44

February 2034 ........................................................... 3,429,980.32

March 2034 ............................................................. 3,370,974.96

April 2034 ............................................................... 3,312,933.81

May 2034 ............................................................... 3,255,841.54

June 2034 ............................................................... 3,199,683.07

July 2034 ............................................................... 3,144,443.57

August 2034 ............................................................. 3,090,108.43

September 2034 .......................................................... 3,036,663.25

October 2034 ............................................................ 2,984,093.90

November 2034 .......................................................... 2,932,386.42

December 2034 .......................................................... 2,881,527.10

January 2035 ............................................................ 2,831,502.44

February 2035 ........................................................... 2,782,299.15

March 2035 ............................................................. 2,733,904.14

April 2035 ............................................................... 2,686,304.54

May 2035 ............................................................... 2,639,487.66

June 2035 ............................................................... 2,593,441.03

July 2035 ............................................................... 2,548,152.36

S-II-3
Classes AP, EA,

EC, ED,

GP and ZP

Distribution Date (in the aggregate)

August 2035 ............................................................. $ 2,503,609.57

September 2035 .......................................................... 2,459,800.75

October 2035 ............................................................ 2,416,714.18

November 2035 .......................................................... 2,374,338.34

December 2035 .......................................................... 2,332,661.87

January 2036 ............................................................ 2,291,673.60

February 2036 ........................................................... 2,251,362.54

March 2036 ............................................................. 2,211,717.85

April 2036 ............................................................... 2,172,728.88

May 2036 ............................................................... 2,134,385.14

June 2036 ............................................................... 2,096,676.31

July 2036 ............................................................... 2,059,592.23

August 2036 ............................................................. 2,023,122.90

September 2036 .......................................................... 1,987,258.46

October 2036 ............................................................ 1,951,989.23

November 2036 .......................................................... 1,917,305.67

December 2036 .......................................................... 1,883,198.39

January 2037 ............................................................ 1,849,658.15

February 2037 ........................................................... 1,816,675.86

March 2037 ............................................................. 1,784,242.55

April 2037 ............................................................... 1,752,349.42

May 2037 ............................................................... 1,720,987.80

June 2037 ............................................................... 1,690,149.14

July 2037 ............................................................... 1,659,825.04

August 2037 ............................................................. 1,630,007.24

September 2037 .......................................................... 1,600,687.59

October 2037 ............................................................ 1,571,858.07

November 2037 .......................................................... 1,543,510.81

December 2037 .......................................................... 1,515,638.04

January 2038 ............................................................ 1,488,232.12

February 2038 ........................................................... 1,461,285.53

March 2038 ............................................................. 1,434,790.86

April 2038 ............................................................... 1,408,740.84

May 2038 ............................................................... 1,383,128.30

June 2038 ............................................................... 1,357,946.17

July 2038 ............................................................... 1,333,187.51

August 2038 ............................................................. 1,308,845.48

September 2038 .......................................................... 1,284,913.37

October 2038 ............................................................ 1,261,384.53

November 2038 .......................................................... 1,238,252.47

December 2038 .......................................................... 1,215,510.76

January 2039 ............................................................ 1,193,153.08

February 2039 ........................................................... 1,171,173.23

March 2039 ............................................................. 1,149,565.10

April 2039 ............................................................... 1,128,322.65

May 2039 ............................................................... 1,107,439.97

June 2039 ............................................................... 1,086,911.22

S-II-4
Classes AP, EA,

EC, ED,

GP and ZP

Distribution Date (in the aggregate)

July 2039 ............................................................... $ 1,066,730.68

August 2039 ............................................................. 1,046,892.68

September 2039 .......................................................... 1,027,391.68

October 2039 ............................................................ 1,008,222.20

November 2039 .......................................................... 989,378.87

December 2039 .......................................................... 970,856.37

January 2040 ............................................................ 952,649.50

February 2040 ........................................................... 934,753.13

March 2040 ............................................................. 917,162.20

April 2040 ............................................................... 899,871.75

May 2040 ............................................................... 882,876.88

June 2040 ............................................................... 866,172.77

July 2040 ............................................................... 849,754.70

August 2040 ............................................................. 833,618.00

September 2040 .......................................................... 817,758.08

October 2040 ............................................................ 802,170.42

November 2040 .......................................................... 786,850.58

December 2040 .......................................................... 771,794.18

January 2041 ............................................................ 756,996.93

February 2041 ........................................................... 742,454.58

March 2041 ............................................................. 728,162.96

April 2041 ............................................................... 714,117.99

May 2041 ............................................................... 700,315.61

June 2041 ............................................................... 686,751.85

July 2041 ............................................................... 673,422.81

August 2041 ............................................................. 660,324.64

September 2041 .......................................................... 647,453.55

October 2041 ............................................................ 634,805.81

November 2041 .......................................................... 622,377.76

December 2041 .......................................................... 610,165.80

January 2042 ............................................................ 598,166.36

February 2042 ........................................................... 586,375.96

March 2042 ............................................................. 574,791.15

April 2042 ............................................................... 563,408.56

May 2042 ............................................................... 552,224.85

June 2042 ............................................................... 541,236.75

July 2042 ............................................................... 530,441.03

August 2042 ............................................................. 519,834.52

September 2042 .......................................................... 509,414.09

October 2042 ............................................................ 499,176.69

November 2042 .......................................................... 489,119.27

December 2042 .......................................................... 479,238.88

January 2043 ............................................................ 469,532.57

February 2043 ........................................................... 459,997.47

March 2043 ............................................................. 450,630.75

April 2043 ............................................................... 441,429.62

May 2043 ............................................................... 432,391.33

S-II-5
Classes AP, EA,

EC, ED,

GP and ZP

Distribution Date (in the aggregate)

June 2043 ............................................................... $ 423,513.17

July 2043 ............................................................... 414,792.51

August 2043 ............................................................. 406,226.71

September 2043 .......................................................... 397,813.21

October 2043 ............................................................ 389,549.48

November 2043 .......................................................... 381,433.02

December 2043 .......................................................... 373,461.38

January 2044 ............................................................ 365,632.16

February 2044 ........................................................... 357,942.98

March 2044 ............................................................. 350,391.50

April 2044 ............................................................... 342,975.43

May 2044 ............................................................... 335,692.51

June 2044 ............................................................... 328,540.51

July 2044 ............................................................... 321,517.25

August 2044 ............................................................. 314,620.57

September 2044 .......................................................... 307,848.35

October 2044 ............................................................ 301,198.51

November 2044 .......................................................... 294,669.01

December 2044 .......................................................... 288,257.81

January 2045 ............................................................ 281,962.95

February 2045 ........................................................... 275,782.45

March 2045 ............................................................. 269,714.41

April 2045 ............................................................... 263,756.93

May 2045 ............................................................... 257,908.15

June 2045 ............................................................... 252,166.24

July 2045 ............................................................... 246,529.41

August 2045 ............................................................. 240,995.87

September 2045 .......................................................... 235,563.89

October 2045 ............................................................ 230,231.75

November 2045 .......................................................... 224,997.77

December 2045 .......................................................... 219,860.29

January 2046 ............................................................ 214,817.66

February 2046 ........................................................... 209,868.30

March 2046 ............................................................. 205,010.61

April 2046 ............................................................... 200,243.05

May 2046 ............................................................... 195,564.08

June 2046 ............................................................... 190,972.19

July 2046 ............................................................... 186,465.92

August 2046 ............................................................. 182,043.80

September 2046 .......................................................... 177,704.39

October 2046 ............................................................ 173,446.30

November 2046 .......................................................... 169,268.14

December 2046 .......................................................... 165,168.53

January 2047 ............................................................ 161,146.14

February 2047 ........................................................... 157,199.66

March 2047 ............................................................. 153,327.77

April 2047 ............................................................... 149,529.21

S-II-6
Classes AP, EA,

EC, ED,

GP and ZP

Distribution Date (in the aggregate)

May 2047 ............................................................... $ 145,802.72

June 2047 ............................................................... 142,147.06

July 2047 ............................................................... 138,561.01

August 2047 ............................................................. 135,043.39

September 2047 .......................................................... 131,593.01

October 2047 ............................................................ 128,208.72

November 2047 .......................................................... 124,889.38

December 2047 .......................................................... 121,633.88

January 2048 ............................................................ 118,441.10

February 2048 ........................................................... 115,309.96

March 2048 ............................................................. 112,239.41

April 2048 ............................................................... 109,228.39

May 2048 ............................................................... 106,275.87

June 2048 ............................................................... 103,380.84

July 2048 ............................................................... 100,542.29

August 2048 ............................................................. 97,759.26

September 2048 .......................................................... 95,030.78

October 2048 ............................................................ 92,355.89

November 2048 .......................................................... 89,733.66

December 2048 .......................................................... 87,163.18

January 2049 ............................................................ 84,643.54

February 2049 ........................................................... 82,173.85

March 2049 ............................................................. 79,753.24

April 2049 ............................................................... 77,380.86

May 2049 ............................................................... 75,055.85

June 2049 ............................................................... 72,777.39

July 2049 ............................................................... 70,544.65

August 2049 ............................................................. 68,356.84

September 2049 .......................................................... 66,213.17

October 2049 ............................................................ 64,112.85

November 2049 .......................................................... 62,055.13

December 2049 .......................................................... 60,039.24

January 2050 ............................................................ 58,064.46

February 2050 ........................................................... 56,130.05

March 2050 ............................................................. 54,235.30

April 2050 ............................................................... 52,379.51

May 2050 ............................................................... 50,561.98

June 2050 ............................................................... 48,782.04

July 2050 ............................................................... 47,039.01

August 2050 ............................................................. 45,332.24

September 2050 .......................................................... 43,661.08

October 2050 ............................................................ 42,024.90

November 2050 .......................................................... 40,423.06

December 2050 .......................................................... 38,854.97

January 2051 ............................................................ 37,320.00

February 2051 ........................................................... 35,817.57

March 2051 ............................................................. 34,347.09

S-II-7
Classes AP, EA,

EC, ED,

GP and ZP

Distribution Date (in the aggregate)

April 2051 ............................................................... $ 32,907.99

May 2051 ............................................................... 31,499.70

June 2051 ............................................................... 30,121.66

July 2051 ............................................................... 28,773.34

August 2051 ............................................................. 27,454.18

September 2051 .......................................................... 26,163.67

October 2051 ............................................................ 24,901.29

November 2051 .......................................................... 23,666.51

December 2051 .......................................................... 22,458.85

January 2052 ............................................................ 21,277.81

February 2052 ........................................................... 20,122.90

March 2052 ............................................................. 18,993.64

April 2052 ............................................................... 17,889.57

May 2052 ............................................................... 16,810.22

June 2052 ............................................................... 15,755.14

July 2052 ............................................................... 14,723.89

August 2052 ............................................................. 13,716.02

September 2052 .......................................................... 12,731.11

October 2052 ............................................................ 11,768.73

November 2052 .......................................................... 10,828.47

December 2052 .......................................................... 9,909.91

January 2053 ............................................................ 9,012.66

February 2053 ........................................................... 8,136.32

March 2053 ............................................................. 7,280.49

April 2053 ............................................................... 6,444.80

May 2053 ............................................................... 5,628.87

June 2053 ............................................................... 4,832.34

July 2053 ............................................................... 4,054.83

August 2053 ............................................................. 3,295.99

September 2053 .......................................................... 2,555.48

October 2053 ............................................................ 1,962.07

November 2053 .......................................................... 1,383.07

December 2053 .......................................................... 818.20

January 2054 ............................................................ 267.19

February 2054 and thereafter ............................................... 0.00

S-II-8
Exhibit A

Underlying Certificates

Original

Trust Final Notional Underlying Notional Percentage Ginnie

Asset Issue CUSIP Interest Interest Distribution Principal Balance Certificate Balance of Class Mae

Group Issuer Series Class Date Number Rate Type(1) Date Type(1) of Class Factor(2) in Trust in Trust I or II

9 Ginnie Mae 2024-023 GI February 29, 2024 38384J4F8 6.00% FIX/IO January 2054 NTL(PT) $ 4,749,108 0.99654291 $ 4,732,689.91 100.0000000000% II

9 Ginnie Mae 2024-023 HI February 29, 2024 38384J3H5 6.00 FIX/IO January 2054 NTL(PT) 15,548,166 0.99750867 15,509,430.39 100.0000000000 II

10 Ginnie Mae 2023-133 IL September 29, 2023 38384EMN2 7.00 FIX/IO September 2053 NTL(PT) 17,775,943 0.97310346 17,297,831.64 100.0000000000 II

10 Ginnie Mae 2023-166 IO November 30, 2023 38384GAB6 7.00 FIX/IO November 2053 NTL(PT) 7,142,857 0.98537487 7,038,391.79 100.0000000000 II

(1) As defined under “Class Types” in Appendix I to the Base Offering Circular.

(2) Underlying Certificate Factors are as of March 2024.

A-1
$573,617,832

Government National

Mortgage Association

GINNIE MAE®

Guaranteed REMIC

Pass-Through Securities

and MX Securities

Ginnie Mae REMIC Trust 2024-040

OFFERING CIRCULAR SUPPLEMENT

March 22, 2024

Morgan Stanley

Mischler Financial Group, Inc.