Pricing Supplement Dated May 21, 2008 |
(To Offering Circular dated April 01, 2008) |
Universal Debt Facility
This Pricing Supplement relates to the issue of Debt Securities
described below (the "Bonds"). You should read it together with the Offering
Circular dated April 01, 2008 (the "Offering Circular"), relating
to the Universal Debt Facility of the Federal National Mortgage Association
("Fannie Mae"). Capitalized terms used in this Pricing Supplement have
the meanings we gave to them in the Offering Circular, unless we specify
otherwise. |
The Bonds, together with interest
thereon, are not guaranteed by the United States and do not constitute
a debt or obligation of the United States or of any agency or instrumentality
thereof other than Fannie Mae.
You should read and understand the following discussion
of certain risk factors before purchasing the Bonds. You also should read
and understand the more complete discussion of risk factors that appears
in the Offering Circular beginning on page 9. The following discussion
and the Risk Factors section in the Offering Circular may not describe
all of the risks and investment considerations (including those relating
to your particular circumstances) of an investment in the Bonds. |
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You should consult your own financial and legal advisors
about: |
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the risks of an investment in the Bonds (for example, the
risks associated with the Bonds' redemption feature); |
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the appropriate tools to analyze a possible investment
in the Bonds; |
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the suitability of your investing in the Bonds in light
of your particular situation (for example, if you need to receive the principal
amount on the Maturity Date or need to receive fixed interest payments
until the Maturity Date, the Bonds may not be an appropriate investment
for you because of the Bonds' redemption feature); and |
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possible economic and interest rate scenarios and other
factors that may affect your investment. |
Our ability to redeem the Bonds before the Maturity Date
is likely to affect the market value of the Bonds. During any period when
we may elect to redeem the Bonds, the Bonds' market value generally will
not rise substantially above the price at which we may redeem the Bonds
because of the increased likelihood of redemption. This also may be true
prior to any such period. |
You should not purchase the Bonds unless you understand,
can evaluate and are able to bear all risks of an investment in the Bonds.
These risks include the risks that the Bonds may not be readily saleable,
that the value of the Bonds will fluctuate over time, and that such fluctuations
may be significant and could result in significant losses to you. This
is particularly the case if your circumstances may not permit you to hold
the Bonds until the Maturity Date. If you sell a Bond prior to the Maturity
Date, you may receive sales proceeds (less applicable transaction costs)
that are less than the amount you originally invested. |
We may be expected to redeem the Bonds when our cost of
borrowing is lower than the interest rate on the Bonds. Because we are
most likely to redeem the Bonds when interest rates have fallen, principal
is likely to be returned to you upon redemption at a time when prevailing
interest rates are lower. Therefore, if we redeem the Bonds before the
Maturity Date, you generally will not be able to reinvest redemption proceeds
at an effective interest rate as high as the interest rate on the Bonds,
and your reinvestment might be at a significantly lower rate. You should
consider the related reinvestment risk in light of other investments available
to you at that time. |
If you are considering purchasing Bonds at a premium (or
a discount), you should consider the risk that a redemption relatively
early (or late) following issuance of the Bonds could result in an actual
yield that is lower than your anticipated yield. |
If we redeem a portion of the Bonds, the market for the
Bonds left outstanding may not be very liquid. |
1. |
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Title: |
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Step Rate Bonds Due June 09, 2023 |
2. |
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Form: |
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Fed Book-Entry Securities |
3. |
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Specified Payment Currency |
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a. |
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Interest: |
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U.S. dollars |
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b. |
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Principal: |
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U.S. dollars |
4. |
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Aggregate Original Principal Amount: |
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$25,000,000.00 |
5. |
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Issue Date: |
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June 09, 2008 |
6. |
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Maturity Date: |
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June 09, 2023 |
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Amount Payable on the Maturity Date: |
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100.00% of principal amount |
7. |
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Subject to Redemption Prior to Maturity Date |
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X |
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Yes; in whole or in part, at our option, on the 9th day
of each March, June, September and December commencing September 09, 2008
through June 09, 2013 at a redemption price of 100% of the principal amount
redeemed, plus accrued interest thereon to the date of redemption. |
8. |
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Interest Category: |
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Step Rate Securities |
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a. |
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Frequency of Interest Payments: |
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semiannually |
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b. |
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Interest Payment Dates: |
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the 9th day of each June and December |
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c. |
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First Interest Payment Date: |
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December 09, 2008 |
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d |
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The interest rate on the outstanding principal amount will
be as follows: |
from and including |
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to but excluding |
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interest rate per annum |
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June 09, 2008 |
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June 09, 2013 |
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5.00% |
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June 09, 2013 |
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June 09, 2023 |
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6.00% |
1. |
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Pricing Date: |
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May 21, 2008 |
2. |
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Method of Distribution: |
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X Principal |
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__ Non-underwritten |
3. The following dealers agree, jointly and severally, to purchase
all of the Bonds:
Amherst Securities Group LP.
First Tennessee Bank National Association
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a. |
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Representative(s): |
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Amherst Securities Group LP. |
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b. |
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Stabilizing Manager: |
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Amherst Securities Group LP. |
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Fixed Offering Price: ____% of principal amount, plus accrued
interest, if any, from _____ |
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X |
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Variable Price Offering |
5. |
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Dealer Purchase Price: 99.27% of principal amount |
6. |
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Proceeds to Fannie Mae: |
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$24,817,500.00 |
1. |
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Settlement Date: |
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June 09, 2008 |
2. |
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Settlement Basis: |
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delivery versus payment |
3. |
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Settlement Clearing System: |
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U.S. Federal Reserve Banks |
UNITED STATES TAXATION
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The Bonds and payments thereon generally are subject to
taxation. Therefore, you should consider the tax consequences of owning
and receiving payments on the Bonds before acquiring them. |
We have engaged Dewey & LeBoeuf LLP as special tax
counsel to review the discussion in the Offering Circular under the heading
"United States Taxation." They have given us their opinion that the discussion
correctly describes the principal aspects of the U.S. federal tax treatment
of beneficial owners of Bonds. They have also given us their opinion that
the following discussion is a correct summary of some of the tax rules
described in the Offering Circular that are particularly important to individual
investors who purchase Bonds. This discussion, and the discussion in the
Offering Circular, are general discussions that may not apply to your particular
circumstances. |
A beneficial owner of a Bond generally will include interest
on the Bond as ordinary income in accordance with his or her method of
accounting for federal income tax purposes. Beneficial owners using the
cash method of accounting, including most individuals, generally must include
interest in income in the year in which they receive payment. Beneficial
owners using the accrual method of accounting generally must include interest
in income during the year in which it is earned or accrued, without regard
to when they receive payment. |
When you sell, exchange or otherwise dispose of a Bond
you generally will recognize gain or loss equal to the difference between
the amount you paid for the Bond and the sales price. Such gain or loss
generally will be capital gain or loss, except to the extent attributed
to accrued interest. Any capital gain or loss will be long-term capital
gain or loss if at the time of disposition you have held the Bond for more
than one year. |
Payments of interest on, and proceeds from the sale of,
a Bond held by an individual and certain other non-exempt holders generally
must be reported to both the Internal Revenue Service and to the individual.
Backup withholding of U.S. federal income tax may apply to payments made
on a Bond unless you provide your taxpayer identification number, certified
under penalties of perjury, and certain other information. Generally, an
individual's taxpayer identification number is his or her Social Security
number. |
For a more detailed discussion of the tax rules applicable
to beneficial owners of Bonds, see "United States Taxation" in the Offering
Circular. Different rules may apply to investors who are not U.S. Persons,
who do not hold the Bond as capital assets, or to whom other special circumstances
may apply. If you are considering purchasing a Bond you should consult
your own tax advisors to determine the tax consequences to you. |
The Bonds or interest thereon are not exempt from taxation
by any state, locality or other governmental unit. |
X Additional Tax Information: The Bonds may be
issued with OID or at a premium. See "United States Taxation - U.S. Persons
- Debt Securities Issued at a Discount" and "United States Taxation - U.S.
Persons - Debt Securities Purchased at a Premium" in the Offering Circular. |
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