Offering Circular Supplement

(To SMBS Base Offering Circular dated

December 1, 2019)

$121,397,054

Government National Mortgage Association

GINNIE MAE®

Guaranteed Stripped Mortgage-Backed Securities

Ginnie Mae SMBS Trust 02

The Securities

The Trust will issue the Classes of

Securities listed on the front cover of

this offering circular supplement, and

certain additional Classes of Securities

as further described herein, which

may be exchanged for other Securities

or for the Trust Assets or a portion

thereof as described in 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.

Ginnie Mae does not guarantee the

payment of any Prepayment Penalties.

The Trust and its Assets

The Trust will own Ginnie Mae Multifamily Certificates described on

Exhibit A.

Class of

Securities

Original

Principal

Balance(1)

Interest

Rate

Principal

Type(2)

Interest

Type(2)

CUSIP

Number

Final

Distribution

Date(3)

1 ... ..................... $121,397,054 0.00% PT PO 38381GAA1 October 2042

2 ... ..................... 121,397,054 3.80 NTL(PT) FIX/IO 38381GAB9 October 2042

(1) Subject to increase as described under “Increase in Size” in this Supplement. The amount shown for the Notional Class

(indicated by “NTL” under Principal Type) is its original Class Notional Balance and does not represent principal that

will be paid.

(2) As defined under “Class Types” in Appendix I to the SMBS Base Offering Circular. The Class Notional Balance of

the Notional Class will be reduced as described under “Description of the Securities — Notional Class” in this

Supplement.

(3) See “Yield, Maturity and Prepayment Considerations — Final Distribution Date” in this Supplement.

The yields on some Classes of Securities will be extremely sensitive to prepayments on the underlying

mortgage loans. You should carefully consider the associated risks, including for the Class 2 Securities,

the risk that you might not recover your initial investment. See “Yield, Maturity and Prepayment

Considerations” on page S-15 hereof.

See also “Risk Factors” on page S-7 hereof which highlights additional investment risks.

The Sponsor will offer the securities from time to time in negotiated transactions at varying prices. We expect the

Closing Date to be December 30, 2019.

You should read the SMBS Base Offering Circular as well as this Supplement.

The securities are exempt from registration under the Securities Act of 1933 and are “exempted securities” under

the Securities Exchange Act of 1934.

The date of this Offering Circular Supplement is December 23, 2019.
Ginnie Mae SMBS Trust 02

In addition to the Classes of SMBS Securities listed on the preceding page, the Classes of SMBS

Securities listed in the following table will be authorized for issuance.

Class of

Securities

Original

Principal

Balance(1)

Interest

Rate

Principal

Type(2)

Interest

Type(2)

CUSIP

Number

Final

Distribution

Date(3)

3 ............................................ $121,397,054 0.25% PT FIX 38381GAC7 October 2042

4 ............................................ 121,397,054 0.50 PT FIX 38381GAD5 October 2042

5 ............................................ 121,397,054 0.75 PT FIX 38381GAE3 October 2042

6 ............................................ 121,397,054 1.00 PT FIX 38381GAF0 October 2042

7 ............................................ 121,397,054 1.25 PT FIX 38381GAG8 October 2042

8 ............................................ 121,397,054 1.50 PT FIX 38381GAH6 October 2042

9 ............................................ 121,397,054 1.75 PT FIX 38381GAJ2 October 2042

10 ........................................... 121,397,054 2.00 PT FIX 38381GAK9 October 2042

11 ........................................... 121,397,054 2.25 PT FIX 38381GAL7 October 2042

12 ........................................... 121,397,054 2.50 PT FIX 38381GAM5 October 2042

13 ........................................... 121,397,054 2.75 PT FIX 38381GAN3 October 2042

14 ........................................... 121,397,054 3.00 PT FIX 38381GAP8 October 2042

15 ........................................... 121,397,054 3.25 PT FIX 38381GAQ6 October 2042

16 ........................................... 121,397,054 3.50 PT FIX 38381GAR4 October 2042

17 ........................................... 121,397,054 3.75 PT FIX 38381GAS2 October 2042

(1) Subject to increase as described under “Increase in Size” in this Supplement.

(2) As defined under “Class Types” in Appendix I to the SMBS Base Offering Circular.

(3) See “Yield, Maturity and Prepayment Considerations – Final Distribution Date” in this Supplement.

Exchanges

As contemplated in the SMBS Base Offering Circular, Securities of one or more Classes will be

exchangeable on the book-entry system of the Federal Reserve Banks for (i) Ginnie Mae Multifamily Certificates (representing all or a portion of the Ginnie Mae Multifamily Certificates originally included in the Trust)

and/or (ii) Securities of one or more other Classes. The conditions for any such exchange are as follows:

For the Ginnie Mae Multifamily Certificates: The Securities surrendered for exchange must, in the

aggregate, provide for monthly distributions of interest in an amount equivalent to interest at a rate of

3.80% per annum on the aggregate Class Principal Balances (exclusive of the Class Notional Balances of

any Class 2 Securities) of such Securities so exchanged. In addition, the total outstanding principal balance of the Ginnie Mae Multifamily Certificates of authorized denomination to be delivered will equal

the aggregate Class Principal Balances of the Securities surrendered for exchange. The Ginnie Mae

Multifamily Certificates delivered in the exchange may be exchanged back into the Securities representing equivalent entitlements for principal and interest.

For other Securities: The Securities surrendered for exchange must have aggregate Class Principal

Balances (exclusive of the Class Notional Balances of any Class 2 Securities) and provide for annual distributions of interest equal, after rounding to whole dollars, to the aggregate Class Principal Balances

(exclusive of the Class Notional Balances of any Class 2 Securities) and annual interest distributions of

the Securities received in any such exchange.

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. The following three examples illustrate the practically infinite capability for exchanges of Securities. In each

case, it is assumed that the exchanging Holder’s Securities are as follows:

Outstanding Interest Approximate Annual Interest

Principal Balance Class Rate Distribution

$121,397,054 1 0.00% $ 0.00

$121,397,054 (notional) 2 3.80% $4,613,088

$121,397,054 $4,613,088

S-2
Example 1. Holder receives Class 2 and Class 11 Securities.

Outstanding

Principal Balance Class

Interest

Rate

Approximate Annual Interest

Distribution

$ 49,517,219 (notional)

$121,397,054

2

11

3.80%

2.25%

$1,881,654

$2,731,434

$121,397,054 $4,613,088

Example 2. Holder receives Class 2 and Class 15 Securities.

Outstanding

Principal Balance Class

Interest

Rate

Approximate Annual Interest

Distribution

$ 17,570,626 (notional) 2

$121,397,054 15

3.80%

3.25%

$ 667,684

$3,945,404

$121,397,054 $4,613,088

Example 3. Holder receives Ginnie Mae Multifamily Certificates, Class 2 and Class 14 Securities.

Outstanding Interest Approximate Annual Interest

Principal Balance Class Rate Distribution

$ 50,000,000 Ginnie Mae Multifamily 3.80% $1,900,000

Certificates

$ 15,030,958 (notional) 2 3.80% $ 571,176

$ 71,397,054 14 3.00% $2,141,912

$121,397,054 $4,613,088

The aggregate Class Principal Balances of Securities of any particular Class outstanding at any time

may be expected to vary over the life of the Trust and will depend upon any exchanges that occur.

However, the aggregate Class Principal Balances of all Securities outstanding at any particular time

(exclusive of the Class Notional Balances of any Class 2 Securities) will always be equal to the outstanding principal balance of the Ginnie Mae Multifamily Certificates, net of the portion thereof payable

as part of the Trustee Fee, underlying such Securities and the total distributions of interest required

thereon will always be equal to the required distributions of interest on such underlying Ginnie Mae

Multifamily Certificates.

S-3
AVAILABLE INFORMATION

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

 this Offering Circular Supplement (this “Supplement”),

 the SMBS Base Offering Circular, and

 Chapter 31 of the Ginnie Mae Mortgaged-Backed Securities Guide 5500.3, as amended (the “MBS

Guide”).

The SMBS Base Offering Circular and the MBS Guide 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 SMBS 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 SMBS Base Offering Circular as Appendix I and the glossary included in the SMBS Base Offering Circular as Appendix II for definitions of capitalized terms.

TABLE OF CONTENTS

Page Page

Available Information ................. S-4 Certain United States Federal Income Tax

Terms Sheet ......................... S-5 Consequences ..................... S-22

Risk Factors ......................... S-7 ERISA Matters ....................... S-23

The Trust Assets ..................... S-10 Legal Investment Considerations ........ S-23

Ginnie Mae Guaranty ................. S-13 Plan of Distribution ................... S-23

Description of the Securities ............ S-13 Increase in Size ...................... S-24

Yield, Maturity and Prepayment Legal Matters ........................ S-24

Considerations ..................... S-15

S-4
TERMS SHEET

This terms sheet contains selected information for quick reference only. You should read this Supplement, particularly “Risk Factors” on page S-7 and each of the other documents listed under “Available

Information.”

Sponsor: Cantor Fitzgerald & Co.

Trustee: U.S. Bank National Association

Tax Administrator: The Trustee

Closing Date: December 30, 2019

Distribution Date: The 16th day of each month or, if the 16th day is not a Business Day, the first

Business Day thereafter, commencing in January 2020.

Composition of the Trust Assets:

The Ginnie Mae Multifamily Certificates will consist of two (2) fixed rate Ginnie Mae Project Loan Certificates, which have an aggregate balance of approximately $121,447,054 as of the Cut-off Date.

Certain Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage

Loans Underlying the Trust Assets(1):

The Ginnie Mae Multifamily Certificates and the related Mortgage Loans will have the following characteristics, aggregated on the basis of the applicable FHA insurance program:

Weighted

Average

Total Weighted Weighted Weighted Weighted Remaining

Weighted Average Average Average Average Lockout and Average Weighted Original Remaining Period Remaining Prepayment Number Percent Mortgage Average Term to Term to from Lockout Penalty

Principal of Trust of Total Interest Certificate Maturity(2) Maturity Issuance(2) Period Period FHA Insurance Program Balance Assets Balance Rate Rate (in months) (in months) (in months) (in months) (in months)

241 ..................... $ 121,447,054 2 100.00% 4.175% 3.800% 290 274 16 95 95

Total/Weighted Average: $121,447,054 2 100.00% 4.175% 3.800% 290 274 16 95 95

(1) As of December 1, 2019 (the “Cut-off Date”); includes Ginnie Mae Multifamily Certificates added to

pay the Trustee Fee.

(2) Based on the issue date of the related Ginnie Mae Multifamily Certificate.

The information contained in this chart has been collected and summarized by the Sponsor based on

publicly available information, including the disclosure documents for the Ginnie Mae Multifamily

Certificates. See “The Ginnie Mae Multifamily Certificates — The Mortgage Loans” and Exhibit A to this

Supplement.

Lockout Periods and Prepayment Penalties: The Mortgage Loans prohibit voluntary prepayments

during specified lockout periods with a remaining term of 95 months. None of the Mortgage Loans

provide for payment of Prepayment Penalties during specified periods beginning on the lockout period

end date. In some circumstances FHA may permit an FHA-insured Mortgage Loan to be refinanced or

prepaid without regard to any lockout or Prepayment Penalty provisions. See “The Ginnie Mae Multifamily Certificates — Certain Additional Characteristics of the Mortgage Loans” in Exhibit A to this

Supplement. No Prepayment Penalties will be received by the Trust.

Issuance of Securities: The Securities will be issued in book-entry form through the book-entry system of the U.S. Federal Reserve Banks (the “Fedwire Book-Entry System”). See “Description of the Securities — Form of Securities” in this Supplement.

S-5
Exchange: You will be able, upon notice and payment of an exchange fee, to exchange your Securities for a proportionate interest in other Securities or in the underlying Trust Assets. See “Description of

the Securities — Exchange Procedures” in this Supplement.

Eligible Investors: The Securities are only to be offered and sold to institutional Accredited Investors.

Interest Payments: Class 1 is a Principal Only Security and will not be entitled to any payments of

interest. Class 2 is a Notional Security that will bear interest at the rate specified on the cover page. The

15 additional classes of Securities authorized for issuance by the Trust will bear interest beginning at a

rate of 0.25% per annum for Class 3 Securities and increasing in increments of 0.25% for each successive

Class to a rate of 3.75% for the Class 17 Securities. On each Distribution Date, interest will be paid on

each of the outstanding Securities (other than Class 1, the Principal Only Security) in an amount equal

to one-twelfth (1/12) of the product of (i) the stated rate for such Security and (ii) the outstanding

Class Principal Balance or Class Notional Balance of such Security.

Allocation of Principal: On each Distribution Date, a percentage of the Principal Distribution

Amount will be applied to the Trustee Fee, and the remainder of the Principal Distribution Amount (the

“Adjusted Principal Distribution Amount”) will be allocated among the outstanding Securities (other than

Class 2, the Notional Security) pro rata based on the outstanding Class Principal Balance of each

Security.

Notional Class: The Notional Class will not receive distributions of principal but has a Class Notional

Balance for convenience in describing its entitlement to interest. The Class Notional Balance of the

Class 2 Securities will be reduced after each Distribution Date by the Adjusted Principal Distribution

Amount for that Distribution Date.

S-6
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 will vary. Generally,

following any applicable lockout period, and

upon payment of any applicable prepayment

penalty, borrowers may prepay their mortgage

loans at any time. In addition, in the case of

FHA-insured mortgage loans, borrowers may

prepay their mortgage loans during a lockout

period or without paying any applicable

prepayment penalty with the approval of FHA.

Additionally, in the event a borrower makes a

voluntary prepayment in respect of a mortgage

loan, the related Ginnie Mae issuer does not

have consent rights, put rights or termination

rights related to such mortgage loan underlying

the related trust assets. The decision to make a

voluntary prepayment is entirely within the control of the borrower. Any voluntary prepayment

and any subsequent reamortization of the

remaining principal balance of a mortgage loan

required under the terms of the mortgage loan

may adversely affect the timing of the receipt of

principal to investors and could reduce the yields

on your securities.

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 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 and 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 mortgaged properties

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

S-7
loans and the resulting effect on the timing or

rate of principal payments on your securities.

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

release of the mortgaged property securing the

related mortgage loan, to permit a pledge of all

or part of such mortgaged property to secure

additional debt of the related borrower, to provide for a cross default between the mortgage

loan and such additional debt or to provide for

additional collateral. 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. Such releases also may

reduce the value of the remaining property.

Modifications in connection with additional debt

could adversely affect the security afforded to the

existing mortgage loan by the mortgaged property and, even if the additional debt is subordinated to the existing mortgage loan, increase

the likelihood of default on such mortgage loan

by the related borrower. The amount of additional debt may exceed the amount of the existing debt secured by the related mortgage loan.

Additional debt may include, but is not limited

to, mortgage loans originated under FHA

insurance program Section 241.

Rates of principal payments can reduce

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

 you purchased your securities at a premium

(interest only securities, for example) and

principal payments are faster than you

expected, or

 you purchased 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.

An investment in the securities is subject to

significant reinvestment and extension 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.

Defaults will increase the rate of

prepayment. Lending on multifamily properties and nursing facilities is generally viewed as

exposing the lender to a greater risk of loss than

single-family lending. If a mortgagor defaults on

a mortgage loan and the loan is subsequently

S-8
foreclosed upon or assigned to FHA for FHA

insurance benefits or otherwise liquidated, the

effect would be comparable to a prepayment of

the mortgage loan; however, no prepayment

penalty would be received. Similarly, mortgage

loans as to which there is a material breach of a

representation may be purchased out of the trust

without the payment of a prepayment penalty.

Available information about the mortgage

loans is limited. Generally, neither audited

financial statements nor recent appraisals are

available with respect to the mortgage loans, the

mortgaged properties, or the operating revenues,

expenses and values of the mortgaged properties. Certain default, delinquency and other

information relevant to the likelihood of

prepayment of the multifamily mortgage loans

underlying the Ginnie Mae multifamily certificates is made generally available to the public

and holders of the securities should consult such

information. The scope of such information is

limited, however, and accordingly, at a time

when you might be buying or selling your securities, you may not be aware of matters that, if

known, would affect the value of your securities.

FHA has authority to override lockouts and

prepayment limitations. FHA insurance and

certain mortgage loan and trust provisions may

affect lockouts and the right to receive prepayment penalties. FHA may override any lockout or

prepayment penalty provision with respect to the

FHA-insured mortgage loans consistent with FHA

policies and procedures.

The securities may not be a suitable investment for you. The securities are not suitable

investments for all investors. Only “accredited

investors,” as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, who have

substantial experience in mortgage-backed securities and are capable of understanding the risks

should invest in the securities.

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.

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.

The actual prepayment rates 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 prepayment rates. 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. As a result, the

yields on your securities could be lower than

you expected.

An investor’s ability to exchange securities

for other securities issued by the trust will

be limited by a number of factors. A beneficial owner must, at the time of a proposed

exchange, own the appropriate classes of securities in the appropriate proportions in order to

effect a desired exchange. A beneficial owner

that does not own the appropriate classes or the

appropriate proportions of such classes may not

be able to obtain the necessary class or classes of

securities in the secondary market. The beneficial

S-9
owner of a needed class may refuse or be unable placed into other financial structures. Furto sell at a reasonable price or any price, or cer- thermore, principal distributions will, over time,

tain classes may have been purchased and diminish the amounts available for exchange.

THE TRUST ASSETS

General

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

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

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

the Trust Assets. The Trust Assets will evidence, directly or indirectly, Ginnie Mae Multifamily

Certificates.

The Ginnie Mae Multifamily Certificates

The Ginnie Mae Multifamily Certificates are guaranteed by Ginnie Mae pursuant to its Ginnie Mae I

Program. Each Mortgage Loan underlying a Ginnie Mae Multifamily Certificate bears interest at a Mortgage Rate that is greater than the related Certificate Rate.

For each Mortgage Loan underlying a Ginnie Mae Multifamily Certificate, the difference between

(a) the Mortgage Rate and (b) the related Certificate Rate is used to pay the servicer of the Mortgage

Loan a monthly fee for servicing the Mortgage Loan and to pay Ginnie Mae a fee for its guarantee of the

related Ginnie Mae Multifamily Certificate (together, the “Servicing and Guaranty Fee Rate”). The per

annum rate used to calculate these fees for the Mortgage Loans in the Trust is shown on Exhibit A to

this Supplement.

The Ginnie Mae Multifamily Certificates included in the Trust consist of Ginnie Mae Project Loan

Certificates deposited into the Trust on the Closing Date (the “Trust PLCs”).

The Trust PLCs

Each Trust PLC will be based on and backed by one or more multifamily Mortgage Loans with an

original term to maturity of generally no more than 40 years.

Each Trust PLC will provide for the payment to the registered holder of that Trust PLC of monthly

payments of principal and interest equal to the aggregate amount of the scheduled monthly principal

and interest payments on the Mortgage Loans underlying that Trust PLC, less applicable servicing and

guaranty fees. In addition, each such payment will include any prepayments and other unscheduled

recoveries of principal of the underlying Mortgage Loans to the extent received by the Ginnie Mae

Issuer during the month preceding the month of the payment.

The Mortgage Loans

Each Ginnie Mae Multifamily Certificate represents a beneficial interest in one or more Mortgage

Loans.

Two (2) Mortgage Loans will underlie the Ginnie Mae Multifamily Certificates.

These Mortgage Loans have an aggregate balance of approximately $121,447,054 as of the Cut-off

Date, after giving effect to all payments of principal due on or before that date.

S-10
The Mortgage Loans have, on a weighted average basis, the other characteristics set forth in the

Terms Sheet under “Certain Characteristics of the Ginnie Mae Multifamily Certificates and the Related

Mortgage Loans Underlying the Trust Assets” and, on an individual basis, the characteristics described in

Exhibit A to this Supplement. They also have the general characteristics described below. The Mortgage

Loans consist of first lien and second lien, multifamily, fixed rate mortgage loans that are secured by a

lien on the borrower’s fee simple estate in a multifamily property consisting of five or more dwelling

units or nursing facilities and insured by FHA or coinsured by FHA and the related mortgage lender. See

“The Ginnie Mae Certificates — The Ginnie Mae Multifamily Certificates” in the SMBS Base Offering

Circular.

FHA Insurance Programs

FHA multifamily insurance programs generally are designed to assist private and public mortgagors

in obtaining financing for the construction, purchase or rehabilitation of multifamily housing pursuant to

the National Housing Act of 1934 (the “Housing Act”). Mortgage Loans are provided by FHA-approved

institutions, which include mortgage banks, commercial banks, savings and loan associations, trust

companies, insurance companies, pension funds, state and local housing finance agencies and certain

other approved entities. Mortgage Loans insured under the programs described below will have such

maturities and amortization features as FHA may approve, provided that generally the minimum mortgage loan term will be at least ten years and the maximum mortgage loan term will not exceed the

lesser of 40 years and 75 percent of the estimated remaining economic life of the improvements on the

mortgaged property. Tenant eligibility for FHA-insured projects generally is not restricted by income,

except for projects as to which rental subsidies are made available with respect to some or all the units

therein or to specified tenants.

For a summary of the various FHA insurance programs under which the Mortgage Loans are

insured see “THE GINNIE MAE CERTIFICATES — THE GINNIE MAE MULTIFAMILY CERTIFICATES —

FHA Insurance Programs” in the SMBS Base Offering Circular. To the extent a Mortgage Loan is

insured under multiple FHA insurance programs, you should read each applicable FHA

insurance program description.

Certain Additional Characteristics of the Mortgage Loans

Mortgage Rates; Calculations of Interest. The Mortgage Loans bear interest at Mortgage Rates that

will remain fixed for their remaining terms. All of the Mortgage Loans accrue interest on the basis of a

360-day year consisting of twelve 30-day months. See “Characteristics of the Ginnie Mae Multifamily

Certificates and the Related Mortgage Loans” in Exhibit A to this Supplement.

Due Dates. Monthly payments on the Mortgage Loans are due on the first day of each month.

Amortization. The Mortgage Loans are generally fully-amortizing over their remaining terms to

stated maturity. However, certain of the Mortgage Loans may amortize based on their contractual payments to stated maturity, at which time the unpaid principal balance plus accrued interest thereon is

due.

Certain of the Mortgage Loans may provide that, if the related borrower makes a partial principal

prepayment, such borrower will not be in default if it fails to make any subsequent scheduled payment

of principal provided that such borrower continues to pay interest in a timely manner and the unpaid

principal balance of such Mortgage Loan at the time of such failure is at or below what it would otherwise be in accordance with its amortization schedule if such partial principal prepayment had not been

made. Under certain circumstances, the Mortgage Loans also permit the reamortization thereof if

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prepayments are received as a result of condemnation or insurance payments with respect to the related

Mortgaged Property. Certain Mortgage Loans may require reamortization thereof in connection with

certain voluntary prepayments.

Level Payments. Although the Mortgage Loans currently have amortization schedules that provide

for level monthly payments, the amortization schedules of substantially all of the FHA-insured Mortgage

Loans are subject to change upon the approval of FHA that may result in non-level payments.

Furthermore, in the absence of a change in the amortization schedule of the Mortgage Loans, Mortgage Loans that provide for level monthly payments may still receive non-level payments as a result of

the fact that, at any time:

 FHA may permit any FHA-insured Mortgage Loan to be refinanced or prepaid, in whole or in

part, without regard to any lockout period or Prepayment Penalty; and

 condemnation of, or occurrence of a casualty loss on, the Mortgaged Property securing any

Mortgage Loan or the acceleration of payments due under any Mortgage Loan by reason of a

default may result in prepayment.

“Due-on-Sale” Provisions. The Mortgage Loans do not contain “due-on-sale” clauses restricting

sale or other transfer of the related Mortgaged Property. Any transfer of the Mortgaged Property is subject to HUD review and approval under the terms of HUD’s Regulatory Agreement with the owner,

which is incorporated by reference into the mortgage.

Prepayment Restrictions. The Mortgage Loans have lockout provisions that prohibit voluntary

prepayments for a number of years following origination. The Mortgage Loans have a remaining lockout

term of 95 months. The enforceability of these lockout provisions under certain state laws is unclear.

None of the Mortgage Loans have a period (a “Prepayment Penalty Period”) during which voluntary prepayments must be accompanied by a prepayment penalty equal to a specified percentage of the

principal amount of the Mortgage Loan being prepaid (a “Prepayment Penalty”). See “Characteristics of

the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans” in Exhibit A to this Supplement.

Exhibit A to this Supplement sets forth, for each Mortgage Loan, a description of the related Total

Remaining Lockout and Prepayment Penalty Period and the first month in which the borrower may

prepay the Mortgage Loan.

Notwithstanding the foregoing, FHA guidelines require all of the FHA-insured Mortgage Loans to

include a provision that allows FHA to override any lockout and/or Prepayment Penalty provisions in

accordance with FHA policies and procedures. Additionally, FHA may permit an FHA-insured Mortgage

Loan to be prepaid in whole or in part without regard to any statutory or contractual prepayment

prohibition period in accordance with FHA policies and procedures.

Coinsurance. Certain of the Mortgage Loans may be federally insured under FHA coinsurance

programs that provide for the retention by the mortgage lender of a portion of the mortgage insurance

risk that otherwise would be assumed by FHA under the applicable FHA insurance program. As part of

such coinsurance programs, FHA delegates to mortgage lenders approved by FHA for participation in

such coinsurance programs certain underwriting functions generally performed by FHA. Accordingly,

there can be no assurance that such mortgage loans were underwritten in conformity with FHA underwriting guidelines applicable to mortgage loans that were solely federally insured or that the default risk

S-12
with respect to coinsured mortgage loans is comparable to that of FHA-insured mortgage loans generally. As a result, there can be no assurance that the likelihood of future default or the rate of prepayment on coinsured Mortgage Loans will be comparable to that of FHA-insured mortgage loans generally.

The Trustee Fee

On each Distribution Date, the Trustee will retain a fixed percentage of all principal and interest

distributions received on the Trust Assets in payment of its 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 stripped mortgage-backed 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 SMBS Base Offering Circular. Ginnie

Mae does not guarantee the payment of any Prepayment Penalties.

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 SMBS Trust Agreement. See

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

Form of Securities

Each Class initially will be issued and maintained in book-entry form 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, brokerage firms and securities clearing organizations that are eligible to maintain book-entry accounts on the Fedwire Book-Entry

System. See “Description of the Securities — Forms of Securities; Book-Entry Procedures” in the SMBS Base

Offering Circular.

Each Class will be issued in minimum dollar denominations of $100,000 and integral multiples of

$1 in excess thereof, except that the minimum dollar denomination will not be greater than the then

authorized Class Principal Balance or Class 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, 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. See “Description of the Securities — Distributions” and “— Method of Distributions” in the SMBS Base Offering Circular.

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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 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 on each Class of Securities for any

Distribution Date by using the Series Factors published in the preceding month. See “— Series

Factors” below.

Categories of Classes

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

on the front cover and on page S-2 of 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

SMBS Base Offering Circular.

Accrual Period. The Accrual Period is the calendar month preceding the related Distribution Date.

Fixed Rate Classes

The Fixed Rate Classes will bear interest at the per annum Interest Rates shown on the front cover

and on page S-2 of this Supplement.

Principal Distributions

The Adjusted Principal Distribution 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 Series Factors

published in the preceding and current months. See “— Series Factors” below.

Categories of Classes

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

Type” on the front cover and on page S-2 of 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 SMBS Base Offering Circular.

Notional Class

The Notional Class (Class 2) will not receive principal distributions. For convenience in describing

interest distributions, the Notional Class will have the original Class Notional Balance shown on the front

cover of this Supplement. The Class Notional Balance of the Class 2 Securities will be reduced after each

Distribution Date by the Adjusted Principal Distribution Amount for that Distribution Date.

Series Factors

The Trustee will calculate and make available for the 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 any Class, determines the Class Principal

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Balance (or Class Notional Balance) after giving effect to the distribution of principal to be made on the

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

 The Series Factor for the Securities for the month following the issuance of the Securities will

reflect the aggregate remaining Class Principal Balance (exclusive of the Class Notional Balance

of the Class 2 Securities) after giving effect to any principal distributions to be made on the Distribution Date occurring in that month.

 The Series Factor for the month of issuance is 1.00000000.

 Based on the Series Factor published in the preceding and current month (and Interest Rates),

investors in any Class can calculate the amount of principal and interest to be distributed to that

Class on the Distribution Date in the current month.

 Investors may obtain the current Series Factor on Ginnie Mae’s website.

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

Exchange Procedures

A Beneficial Owner proposing to effect an exchange of any of the Securities for other Securities

issued by the Trust or for all or a portion of the Ginnie Mae Multifamily Certificates as described more

fully herein under “—Exchanges” in this Supplement or vice versa 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

Class Principal Balances and Class 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 One Federal Street, 3rd Floor,

Boston, MA 02110, Attention: Trust Administrator Ginnie Mae SMBS Trust 02. The Trustee may be contacted by telephone at (617) 603-6451 and by fax at (617) 603-6644.

For each exchange, 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 or Ginnie Mae Multifamily Certificates

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 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 — Exchange of Certain Classes of SMBS Securities for other SMBS

Securities” and “Exchanges of SMBS Securities for Trust Assets” in the SMBS 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 Securities.

 Mortgage Loan principal payments may be in the form of scheduled or unscheduled

amortization.

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 The terms of each Mortgage Loan provide that, following any applicable lockout period and

upon payment of any applicable Prepayment Penalty, the Mortgage Loan may be voluntarily

prepaid in whole or in part.

 In addition, in some circumstances FHA may permit an FHA-insured Mortgage Loan to be

refinanced or prepaid without regard to any lockout or Prepayment Penalty provisions. See

“Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans” in

Exhibit A to this Supplement.

 The condemnation of, or occurrence of a casualty loss on, the Mortgaged Property securing any

Mortgage Loan or the acceleration of payments due under the Mortgage Loan by reason of

default may also result in a prepayment at any time.

Mortgage Loan prepayment rates are likely to fluctuate over time. No representation is made as to

the expected Weighted Average Lives of the Securities or the percentage of the original unpaid principal

balance of the Mortgage Loans that will be paid to Holders at any particular time. A number of factors

may influence the prepayment rate.

 While some prepayments occur randomly, the payment behavior of the Mortgage Loans may be

influenced by a variety of economic, tax, geographic, demographic, legal and other factors.

 These factors may include the age, geographic distribution and payment terms of the Mortgage

Loans; remaining depreciable lives of the underlying properties; characteristics of the borrowers;

amount of the borrowers’ equity; the availability of mortgage financing; in a fluctuating interest

rate environment, the difference between the interest rates on the Mortgage Loans and prevailing

mortgage interest rates; the extent to which the Mortgage Loans are assumed or refinanced or the

underlying properties are sold or conveyed; changes in local industry and population as they

affect vacancy rates; population migration; and the attractiveness of other investment alternatives.

 These factors may also include the application of (or override by FHA of) lockout periods or the

assessment of Prepayment Penalties. For a more detailed description of the lockout and Prepayment Penalty provisions of the Mortgage Loans, see “Characteristics of the Ginnie Mae Multifamily

Certificates and the Related Mortgage Loans” in Exhibit A to this Supplement.

No representation is made concerning the particular effect that any of these or other factors may

have on the prepayment behavior of the Mortgage Loans. The relative contribution of these or other

factors may vary over time.

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 Multifamily 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.

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

Mortgage Loans” in the SMBS Base Offering Circular.

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Final Distribution Date

The Final Distribution Date in respect of each Class, which is set forth on the cover page and on

page S-2 of 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 the Final Distribution Date.

Modeling Assumptions

Unless otherwise indicated, the table that follows has been prepared on the basis of the following

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

1. The Mortgage Loans underlying the Trust Assets have the characteristics shown under

“Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans” in Exhibit A

to this Supplement.

2. There are no voluntary prepayments during any lockout period.

3. The Mortgage Loans prepay at 100% PLD (as defined under “— Prepayment Assumptions” in this

Supplement) and, beginning on the Lockout End Date, at the constant percentages of CPR (described

below) shown in the related table.

4. The Issue Date and Lockout End Date of each Ginnie Mae Multifamily Certificate is the first day

of the month indicated on Exhibit A.

5. Distributions on the Securities, including all distributions of prepayments on the Mortgage Loans,

are always received on the 16th day of the month, whether or not a Business Day, commencing in

January 2020.

6. A termination of the Trust does not occur.

7. The Closing Date for the Securities is December 30, 2019.

8. 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.

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

10. There are no modifications or waivers with respect to any terms including lockout periods and

prepayment periods.

When reading the decrement table 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, many Distribution Dates will occur on the first Business Day after the 16th day of

the month, and the Trustee may cause a termination of the Trust.

 In addition, distributions on the Securities are based on Certificate Factors, Corrected Certificate

Factors, and Calculated Certificate Factors, if applicable, which may not reflect actual receipts on

the Trust Assets.

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

S-17
Prepayment Assumptions

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

of the models used in this Supplement is the constant prepayment rate (“CPR”) model, which represents

an assumed constant rate of voluntary prepayment each month relative to the then outstanding principal

balance of the Mortgage Loans. See “Yield, Maturity and Prepayment Considerations — Standard

Prepayment Assumption Models” in the SMBS Base Offering Circular.

In addition, this Supplement uses another model to measure involuntary prepayments. This model

is the Project Loan Default or PLD model provided by the Sponsor. The PLD model represents an

assumed rate of involuntary prepayments each month as specified in the table below (the “PLD Model

Rates”), in each case expressed as a per annum percentage of the then-outstanding principal balance of

each of the Mortgage Loans in relation to its loan age. For example, 0% PLD represents 0% of such

assumed rate of involuntary prepayments; 50% PLD represents 50% of such assumed rate of involuntary

prepayments; 100% PLD represents 100% of such assumed rate of involuntary prepayments; and so

forth.

The following PLD model table was prepared on the basis of 100% PLD. Ginnie Mae had no part

in the development of the PLD model and makes no representation as to the accuracy or reliability of

the PLD model.

Project Loan Default

Mortgage Loan Age Involuntary Prepayment Default

(in months)(1) Rate (2)

1-12 1.30%

13-24 2.47

25-36 2.51

37-48 2.20

49-60 2.13

61-72 1.46

73-84 1.26

85-96 0.80

97-108 0.57

109-168 0.50

169-240 0.25

241-maturity 0.00

(1) For purposes of the PLD model, Mortgage Loan Age means the number of months elapsed since

the Issue Date indicated on Exhibit A.

(2) Assumes that involuntary prepayments start immediately.

The decrement table set forth below is based on the assumption that the Mortgage Loans prepay at

the indicated percentages of CPR (the “CPR Prepayment Assumption Rates”) and 100% PLD.

Decrement Table

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

that the Mortgage Loans prepay at the CPR Prepayment Assumption Rates and 100% PLD. The percentages set forth in the following decrement table have been rounded to the nearest whole percentage

(including rounding down to zero).

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The decrement table also indicates the Weighted Average Life of each Class under each CPR Prepayment Assumption Rate and the PLD percentage rates indicated above for the Mortgage Loans. 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 the 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 Weighted Average Lives are likely to vary, perhaps significantly, from those set forth

in the table below due to the differences between the actual rate of prepayments on the Mortgage Loans underlying the Trust Assets and the Modeling Assumptions.

The information shown for the 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 the Notional Class has been calculated on the assumption that a reduction in the

Class Notional Balance thereof is a distribution of principal.

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Percentages of Original Class Principal (or Class Notional) Balances

and Weighted Average Lives of All Classes

CPR Prepayment Assumption Rates

All Classes

Distribution Date 0% 5% 15% 25% 40%

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

December 2020 ....... 95 95 95 95 95

December 2021 ....... 90 90 90 90 90

December 2022 ....... 85 85 85 85 85

December 2023 ....... 81 81 81 81 81

December 2024 ....... 77 77 77 77 77

December 2025 ....... 73 73 73 73 73

December 2026 ....... 70 70 70 70 70

December 2027 ....... 66 66 65 64 63

December 2028 ....... 62 59 52 46 36

December 2029 ....... 59 53 42 32 20

December 2030 ....... 55 47 33 23 11

December 2031 ....... 51 41 26 16 6

December 2032 ....... 47 36 21 11 3

December 2033 ....... 43 31 16 7 2

December 2034 ....... 39 27 12 5 1

December 2035 ....... 34 23 9 3 1

December 2036 ....... 30 19 7 2 0

December 2037 ....... 25 15 5 1 0

December 2038 ....... 20 12 3 1 0

December 2039 ....... 15 8 2 0 0

December 2040 ....... 10 5 1 0 0

December 2041 ....... 5 2 0 0 0

December 2042 ....... 0 0 0 0 0

Weighted Average

Life (years) ......... 11.8 10.6 9.2 8.3 7.6

Yield Considerations

An investor seeking to maximize yield should make a decision whether to invest in any Class based on:

 the anticipated yield of that Class resulting from its purchase price and

 the investor’s own projection of Mortgage Loan prepayment rates under a variety of scenarios.

No representation is made regarding Mortgage Loan prepayment rates 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 Mortgage

Loans.

 In the case of Securities purchased at a premium (especially the Notional Class), faster than anticipated

rates of principal payments could result in actual yields to investors that are lower than the anticipated

yields.

 Investors in the Notional Class should also consider the risk that rapid rates of principal payments

could result in the failure of investors to recover fully their investments.

 In the case of 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.

The Mortgage Loans prohibit voluntary prepayments during specified lockout periods with a remaining

term of 95 months. The Mortgage Loans have a weighted average remaining term to maturity of approximately 274 months.

 In some circumstances FHA may permit an FHA-insured Mortgage Loan to be refinanced or prepaid

without regard to any lockout or Prepayment Penalty provisions.

S-20
Information relating to lockout periods and Prepayment Penalties is contained under “Certain Additional Characteristics of the Mortgage Loans” and “Yield, Maturity and Prepayment Considerations” in

this Supplement and in Exhibit A to 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 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.

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 any Distribution Date, 30 days’ interest will be payable on

that Class even though interest began to accrue approximately 46 days earlier.

Yield Table

The following table shows the pre-tax yields to maturity on a corporate bond equivalent basis of all

of the Securities based on the assumption that the Mortgage Loans prepay at the CPR Prepayment

Assumption Rates and 100% PLD.

The Mortgage Loans will not prepay at any constant rate until maturity. Moreover, it is likely that

the Mortgage Loans will 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 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 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

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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 table was prepared on the basis of the Modeling Assumptions and the assumption that the purchase price of each Class (expressed as a percentage of its original

Class Principal Balance or Class Notional Balance) plus accrued interest (in the case of the interestbearing Classes) is as indicated in the table. The assumed purchase price is not necessarily that at which

actual sales will occur.

CPR Percentage

SMBS Annual CUSIP Assumed

Securities Interest Rate Number Price 0% 5% 15% 25% 40%

Class 1 ......... PO (0.0%) 38381GAA1 85.00% 1.4% 1.6% 1.8% 2.0% 2.2%

Class 2 ......... NTL(PT) (3.80%) 38381GAB9 17.50%* 16.2% 15.5% 14.4% 13.5% 12.5%

Class 3 ......... 0.25% 38381GAC7 87.50%* 1.4% 1.6% 1.8% 1.9% 2.1%

Class 4 ......... 0.5% 38381GAD5 88.70%* 1.6% 1.7% 1.9% 2.0% 2.1%

Class 5 ......... 0.75% 38381GAE3 90.00%* 1.7% 1.8% 2.0% 2.1% 2.2%

Class 6 ......... 1% 38381GAF0 91.10%* 1.9% 2.0% 2.1% 2.2% 2.3%

Class 7 ......... 1.25% 38381GAG8 92.40%* 2.0% 2.1% 2.2% 2.3% 2.4%

Class 8 ......... 1.5% 38381GAH6 93.60%* 2.1% 2.2% 2.3% 2.4% 2.4%

Class 9 ......... 1.75% 38381GAJ2 94.90%* 2.3% 2.3% 2.4% 2.4% 2.5%

Class 10 ........ 2% 38381GAK9 96.10%* 2.4% 2.4% 2.5% 2.5% 2.6%

Class 11 ........ 2.25% 38381GAL7 97.30%* 2.5% 2.6% 2.6% 2.6% 2.6%

Class 12 ........ 2.5% 38381GAM5 98.50%* 2.7% 2.7% 2.7% 2.7% 2.7%

Class 13 ........ 2.75% 38381GAN3 99.80%* 2.8% 2.8% 2.8% 2.8% 2.8%

Class 14 ........ 3% 38381GAP8 101.4%* 2.9% 2.8% 2.8% 2.8% 2.8%

Class 15 ........ 3.25% 38381GAQ6 102.5%* 3.0% 3.0% 2.9% 2.9% 2.9%

Class 16 ........ 3.5% 38381GAR4 103.5%* 3.1% 3.1% 3.0% 3.0% 3.0%

Class 17 ........ 3.75% 38381GAS2 104.5%* 3.3% 3.2% 3.2% 3.1% 3.1%

* The price does not include accrued interest. Accrued interest has been added to the price in calculating the yields set forth in the table.

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 SMBS Base Offering Circular, describes the material

United States federal income tax considerations for investors in the SMBS 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.

In the opinion of Morgan, Lewis & Bockius LLP, the Trust will be classified as a “grantor trust”

under subpart E, part I of Subchapter J of the Code for federal income tax purposes. The Trust will

accordingly not be treated as a partnership, an association taxable as a corporation, a taxable mortgage

pool, or a real estate mortgage investment conduit for such purposes. No representation is made as to

whether the SMBS Securities would be considered to be “principally secured by an interest in real

property” within the meaning of the Treasury Regulations applicable to real estate mortgage investment

conduits. To the extent that the Trust Assets are secured by assets other than real property, the SMBS

Securities may not be eligible, in whole or in part, for the beneficial treatment described under “Certain

United States Federal Income Tax Consequences — Special Tax Characteristics of SMBS Securities” in the

SMBS Base Offering Circular.

S-22
Investors should consult their own tax advisors in determining the federal, state, local, foreign, and

any other tax consequences to them of the purchase, ownership and disposition or the exchange of any

Securities. See “Certain United States Federal Income Tax Consequences” in the SMBS Base Offering

Circular.

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. Ginnie

Mae does not guarantee the payment of any Prepayment Penalties. The Securities will qualify as

“guaranteed governmental mortgage pool certificates” within the meaning of a Department of Labor

regulation at 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of the Employee Retirement

Income Security Act of 1974, as amended (“ERISA”)), 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 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, however, 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. Fiduciaries of any such plans should consult with their counsel before purchasing

any of the Securities.

See “ERISA Considerations” in the SMBS Base Offering Circular.

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 SMBS 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 Securities to

institutional Accredited Investors from time to time for sale in negotiated transactions at varying prices to

be determined at the time of sale, plus accrued interest from December 1, 2019 on the Fixed 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

S-23
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.

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 the Original Class Principal Balance (and original Class Notional Balance, if any) will

increase by the same proportion. The SMBS Trust Agreement, the Final Data Statement 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 Morgan, Lewis & Bockius LLP and Marcell Solomon & Associates, P.C., and for the Trustee by

Nixon Peabody LLP.

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A-1

Exhibit A

Characteristics of the Ginnie Mae Multifamily Certificates and the Related Mortgage Loans(1)

Total

Remaining

Lockout and

Principal Servicing Monthly Original Remaining Period Prepayment Lockout/ Remaining Prepayment

Balance Mortgage and Principal Term to Term to from Lockout Penalty Prepayment Lockout Penalty

Pool Security FHA Insurance as of the Interest Certificate Guaranty Maturity and Maturity Maturity Issuance Issue End End Penalty Period Period

Number Type Program City State Cut-off Date Rate Rate Fee Rate Date Interest(2) (mos.) (mos.) (mos.) Date Date(3)† Date(4)† Code(5) (mos.)(6)† (mos.)(7)†

AK0958 PLC 241 Buffalo NY $113,859,127.29 4.175% 3.800% 0.375% Oct-42 $645,284.72 290 274 16 Aug-18 Dec-27 N/A N/A 95 95

BB5554 PLC 241 Buffalo NY 7,587,927.31 4.175 3.800 0.375 Oct-42 43,003.79 290 274 16 Aug-18 Dec-27 N/A N/A 95 95

(1) Based on publicly available information, including the disclosure documents for the Ginnie Mae Multifamily Certificates, the information

with respect to the Mortgage Loans set forth on this Exhibit A has been collected and summarized by the Sponsor.

(2) The principal and interest amounts shown in this column reflect only those amounts that are due in respect of the portion of each applicable Ginnie Mae Project Loan Certificate that is a Trust PLC.

(3) The Lockout End Date is the first month when a Mortgage Loan is no longer subject to any lockout for voluntary prepayments of principal.

(4) The Prepayment Penalty End Date is the first month when a Mortgage Loan is no longer subject to the payment of any Prepayment

Penalties.

(5) In some circumstances FHA may permit an FHA-insured Mortgage Loan to be refinanced or prepaid without regard to any Lockout or

Prepayment Penalty Code.

(6) The Remaining Lockout Period is the number of months from the Cut-off Date up to but not including the Lockout End Date.

(7) The Total Remaining Lockout and Prepayment Penalty Period is the number of months from the Cut-off Date up to but not including the

later of the Prepayment Penalty End Date or Lockout End Date.

† The Lockout End Date, Prepayment Penalty End Date, Remaining Lockout Period and Total Remaining Lockout and Prepayment Penalty

Period are based on the Sponsor’s interpretation of provisions in the related notes. Differing interpretations of these provisions can result

in dates and periods that may vary by as much as one month.
$121,397,054

Government National

Mortgage Association

GINNIE MAE®

Guaranteed Stripped Mortgage-Backed Securities

Ginnie Mae SMBS Trust 02

OFFERING CIRCULAR SUPPLEMENT

December 23, 2019