Trust Agreement dated November 1, 2023 between Public Finance Authority and Wilmington Trust, National Association

Exhibit 10.2

TRUST AGREEMENT

between

PUBLIC FINANCE AUTHORITY,
as Issuer

and

WILMINGTON TRUST, NATIONAL ASSOCIATION,

as Trustee

Public Finance Authority

Affordable Housing Multifamily Certificates

Series 2023-1 Class B-1 Certificates

Series 2023-1 Class B-2 Certificates

Dated November 1, 2023

4860-2657-7007.8

TABLE OF CONTENTS

ARTICLE I
DEFINITIONS

ARTICLE II
DEPOSIT OF PORTFOLIO ASSETS, TAX MATTERS

ARTICLE III
CERTIFICATES

ARTICLE IV
DISTRIBUTION ACCOUNT; DISTRIBUTIONS; CERTAIN DUTIES OF TRUSTEE

ARTICLE V
THE ADMINISTRATOR

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ARTICLE VI
THE TRUSTEE

ARTICLE VII
TAX MATTERS

ARTICLE VIII
PROFITS AND LOSSES; CAPITAL ACCOUNTS

ARTICLE IX
TERM AND TERMINATION OF THIS TRUST AGREEMENT

ARTICLE X
MISCELLANEOUS

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SCHEDULE I: THE PORTFOLIO ASSETS

SCHEDULE II: NOTICES

EXHIBIT A: FORM OF CERTIFICATE

EXHIBIT B: FORM OF NOTICE TO THE HOLDERS

EXHIBIT C: FORM OF INVESTOR LETTER

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TRUST AGREEMENT

THIS TRUST AGREEMENT, dated the Closing Date (as the same may be amended from time to time, this “Trust Agreement”), is entered into between the PUBLIC FINANCE AUTHORITY (together with its successors, the “Issuer”), a joint powers commission and a unit of government and body corporate and politic organized and existing under the laws of the State of Wisconsin, and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Trustee”), a national banking association, not in its individual capacity but solely as Trustee.

W I T N E S S E T H:

WHEREAS, the Issuer was created under Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, as amended (the “Act”);

WHEREAS, the Issuer is authorized and empowered under the Act and by that certain Amended and Restated Joint Exercise of Powers Agreement Relating to the Public Finance Authority, dated September 28, 2010, by and among Adams County, Wisconsin; Bayfield County, Wisconsin; Marathon County, Wisconsin; Waupaca County, Wisconsin; and the City of Lancaster, Wisconsin, as such agreement may be amended from time to time (the “Joint Exercise Agreement”) together with any other political subdivision that may from time to time be designated as a Member (as defined herein) of the Issuer pursuant to the Joint Exercise Agreement to, among other things, acquire, buy, pledge or assign any property or interest in property that is located within or outside of the State of Wisconsin and make or enter into any agreements in connection therewith;

WHEREAS, Greystone Housing Impact Investors LP, or an affiliate thereof (the “Sponsor”), holds a subordinate interest in a portfolio of bonds and loans originated by parties unrelated to the Sponsor for the purpose of financing the construction or acquisition and rehabilitation of multifamily affordable housing projects and the Sponsor now finds it beneficial to redeploy its capital and reallocate its resources to enable it to, among other things, further make further investments in the low-income housing finance market;

WHEREAS, the Sponsor and the Sellers desire to sell, assign, transfer and otherwise convey, and the Issuer desires to purchase, such interests; and

WHEREAS, in order to fund such purchase, and in furtherance of the purposes of the Issuer and pursuant to the Act, the Issuer intends to enter into this Trust Agreement, pursuant to which it will authorize the issuance of its Affordable Housing Multifamily Certificates Series 2023-1 Class B-1 and Class B-2 (collectively, the “Certificates”), the proceeds of which will be used to purchase the Portfolio Assets (as defined herein) from the Sellers and to pay other costs incurred in connection with the issuance of the Certificates.

NOW, THEREFORE, the Issuer, in consideration of the premises and of the mutual covenants contained herein and of the purchase and acceptance of the Certificates by the Holders (as defined herein) thereof, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, in order to provide for the performance and observance of all the covenants and conditions in the Certificates and herein contained, and to

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declare the terms and conditions upon and subject to which the Certificates are issued and distributions thereon are made pursuant hereto, has executed and delivered this Trust Agreement and has deposited with, and assigned its rights with respect to, and by these presents does deposit with, and assign its rights with respect to, the Trustee, to the extent provided herein, and to its successors and assigns forever, the Portfolio Assets and all money, instruments and other property that are sold, assigned and transferred to the Issuer, including all proceeds thereof, but excluding in all cases the Issuer Unassigned Rights, as defined herein, and payments received in respect thereof (collectively, the “Trust Estate”);

TO HAVE AND TO HOLD the same with all privileges and appurtenances hereby conveyed and assigned, or agreed or intended to be, to the Trustee and its successors in said trust and assigns forever;

IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and protection of all Beneficial Owners (as defined herein), without privilege, priority or distinction as to the ownership interest or otherwise of any of the Certificates over any other of the Certificates, except as otherwise provided herein or with respect to moneys otherwise held to pay particular Certificates hereunder;

SUBJECT ONLY TO THE RIGHTS OF THE ISSUER TO APPLY AMOUNTS UNDER THE PROVISIONS OF THIS TRUST AGREEMENT, THE TRUST ESTATE SHALL IMMEDIATELY ATTACH AND BE EFFECTIVE, BINDING AND ENFORCEABLE FROM AND AFTER THE TIME OF THE DELIVERY BY THE TRUSTEE OF THE FIRST CERTIFICATES AUTHENTICATED AND DELIVERED UNDER THIS TRUST AGREEMENT. THE TRUST ESTATE AND ANY ASSIGNMENT THEN OR THEREAFTER RECEIVED BY THE TRUSTEE FROM THE ISSUER IN FAVOR OF THE CERTIFICATES SHALL IMMEDIATELY BE VALID, BINDING AND ENFORCEABLE AGAINST THE ISSUER, THE HOLDERS, CREDITORS AND ALL OTHER PARTIES HAVING CLAIMS AGAINST THE ISSUER IRRESPECTIVE OF WHETHER SUCH PARTIES HAVE NOTICE THEREOF AND WITHOUT THE NEED FOR ANY PHYSICAL DELIVERY, RECORDATION, FILING, OR FURTHER ACT.

IT IS HEREBY EXPRESSLY ACKNOWLEDGED that the Issuer has entered into this Trust Agreement and issued (or will issue) the Certificates pursuant to the Act, and the Trustee hereby accepts such trust and covenants to enforce the provisions of this Trust Agreement so as to effect the purposes of the Act.

IT IS HEREBY EXPRESSLY DECLARED that all Certificates issued hereunder are to be issued, authenticated and delivered, and all said property, rights, interests, revenues and funds held hereunder are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter expressed, and the Issuer and the Trustee have each agreed and covenanted for the benefit of the Beneficial Owners from time to time of the Certificates issued hereunder as follows:

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“Accrual Period” means, with respect to any Distribution Date, from and including the first day of the calendar month preceding the Distribution Date, to but excluding the first day of the calendar month in which such Distribution Date occurs, provided that the first Accrual Period shall begin on the Closing Date and end on November 30, 2023.

“Act” means Sections 66.0301, 66.0303 and 66.0304 of the Wisconsin Statutes, as amended.

“Adjusted Capital Account Deficit” means, with respect to any Beneficial Owner, the deficit balance, if any, in such Beneficial Owner’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

“Administration Agreement” means (i) initially, the Administration Agreement, dated November 1, 2023, among the Issuer, the Administrator and the Trustee, and (ii) if the Administrator is replaced in accordance with Section 5.02, a substantially similar agreement among the Issuer, such successor Administrator, and the Trustee.

“Administrative Fees” means, collectively, the Trustee Fee and Administrator Fee (if any).

“Administrator” means, the entity appointed by the Issuer to act as Administrator hereunder, initially, Greystone Housing Impact Investors LP.

“Administrator Fee” means zero, until such time as an Administrator is appointed which is not an affiliate of Greystone Housing Impact Investors LP, in which case the Administrator Fee will be an amount equal to 0.07% of the outstanding aggregate principal balance of the Portfolio Assets.

“Adverse Tax Event” means any action or the failure to take action required herein that would cause the Class B Arrangement to be characterized as an association or publicly traded partnership taxable as a corporation for federal income tax purposes.

“Affiliates” means, with respect to any specified Person, (a) any Person directly or indirectly Controlling, Controlled by or under common Control with the specified Person and shall include any director, officer or trustee of the specified Person; and (b) any Person directly,

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indirectly or beneficially owning or Controlling more than 50% of any class of voting securities of the specified Person.

“Authorized Denominations” means, with respect to the Class B-1 Certificates, $100,000 and increments of $5,000 in excess thereof upon initial delivery, and $0.01 in excess thereof thereafter and with respect to the Class B-2 Certificates any integral multiple of $0.01.

“Authorized Signatory” means any officer, director or other person designated by resolution of the Board of Directors of the Issuer (whether such resolution is adopted in connection with the issuance of the Certificates or otherwise) or by the Issuer’s Bylaws as an “Authorized Signatory” empowered to, among other things, execute and deliver on behalf of the Issuer the Issuer Documents and the Certificates.

“Beneficial Interest” means the interest of a Beneficial Owner in a Certificate.

“Beneficial Owner” means (a) with respect to a Certificate registered in the name of Cede & Co., as nominee of DTC, the Person who is the Beneficial Owner of such Certificate as reflected on the books of DTC, or on the books of a DTC Participant or an indirect participant, if the Certificates are not book-entry, the owner of a Certificate as set forth in the Register, and for federal income tax purposes, the Person who is the Beneficial Owner of such Certificate as determined under the Code or an any other Person treated as a partner in the Class B Arrangement for U.S. federal income tax purposes.

“Bond” or “Bonds” means the loan or loans underlying the Portfolio Assets and evidenced by the Notes.

“Business Day” means any day on which banks in New York, New York are open for commercial banking purposes that is not a day on which the New York Stock Exchange is authorized or obligated by law or executive order to close.

“Capital Account” means the account established and maintained for each Beneficial Owner pursuant to Section 8.01.

“Capital Account Balance” means the balance of the Capital Account for each Beneficial Owner adjusted pursuant to Article VIII for all events having occurred immediately prior to the time of determination.

“Capital Contribution” means the amount of money, and the fair market value of any property other than money, contributed or deemed contributed to the Class B Arrangement by a Beneficial Owner. Any amounts paid on the Closing Date by the purchaser of a Certificate shall be deemed to have been contributed to the Class B Arrangement.

“Cede & Co.” means Cede & Co., the nominee for DTC, and any successor nominee of DTC.

“Certificate Balance” means, with respect to the Class B-1 Certificates on the Closing Date, $61,500,000, and with respect to the Class B-2 Certificates on the Closing Date, $20,500,497, and in each case thereafter as adjusted from time to time as provided herein.

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“Certificate Purchase Agreement” means the Certificate Purchase Agreement by and between the Issuer and the Initial Purchaser, dated October 26, 2023.

“Certificates” means, collectively, the Class B-1 Certificates and the Class B-2 Certificates.

“Class B Arrangement” means the tax partnership Beneficial Owners created and established pursuant to this Trust Agreement.

“Class B-1 Certificate” means the Public Finance Authority’s Affordable Housing Multifamily Certificates Series 2023-1 Class B-1 Certificate evidencing an interest in the Portfolio Assets as provided herein, in the initial Certificate Balance of $61,500,000 and bearing CUSIP Number 74448AAA0.

“Class B-1 Rate” means 7.125% per annum.

“Class B-2 Certificate” means the Public Finance Authority’s Affordable Housing Multifamily Certificates Series 2023-1 Class B-2 Certificate evidencing an interest in the Portfolio Assets as provided herein, in the initial Certificate Balance of $20,500,497 and bearing CUSIP Number 74448AAB8.

“Closing Date” means November 1, 2023.

“Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time (or any successor statute thereto), and the Treasury Regulations issued pursuant thereto.

“Control” (and the correlative terms “Controlling,” “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of outstanding securities, equity or other beneficial ownership interests, by contract or otherwise.

“Disposition” means, with respect to a Portfolio Asset, any sale, repayment, payment at maturity, redemption or other disposition of such Portfolio Asset, including any such action that results in the realization of gain or loss under applicable Code provisions.

“Disposition Gain” means (i) with respect to the Disposition of a Portfolio Asset, the excess (if any) of the amount realized from such Disposition over the U.S. federal income tax basis of the Class B Arrangement in such Portfolio Asset, (ii) with respect to a partial payment of Portfolio Asset Principal, the product of (A) the amount of such Portfolio Asset Principal payment and (B) the difference between 100% less the U.S. federal income tax basis of the Class B Arrangement in the portion of Portfolio Asset partially paid, expressed as a percentage, provided, if (B) is a negative number, the Disposition Gain shall be zero, (iii) with respect to a Mandatory Tender, the portion of the Purchase Price paid in connection with such Mandatory Tender pursuant to Section 4.03(c)(iii), or (iv) with respect to a payment of Portfolio Asset Premium, the amount of Portfolio Asset Premium received by the Trustee in respect of such Portfolio Asset.

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“Disposition Loss” means, with respect to the Disposition of a Portfolio Asset, the excess (if any) of (i) the U.S. federal income tax basis of the Class B Arrangement in such Portfolio Asset over (ii) the amount realized from such Disposition as determined under the Code.

“Distribution” means the amounts distributable, including Portfolio Asset Interest, Portfolio Asset Principal, Portfolio Asset Premium and any other amounts paid with respect to the Certificates on any Distribution Date, as set forth in Section 4.02.

“Distribution Account” means the segregated trust account established by the Trustee for the benefit of the Holders and Beneficial Owners as set forth in Section 4.01.

“Distribution Date” means the 25th day of each month or, if such 25th day is not a Business Day, then the next succeeding Business Day, beginning on the First Distribution Date; provided, however, that if such next succeeding Business Day is a day in the next succeeding calendar month, then, for purposes of the definition of Accrual Period, “Distribution Date” shall mean the original Distribution Date without the next succeeding Business Day convention.

“Distribution Date Statement” has the meaning set forth in Section 4.05.

“DTC” means The Depository Trust Company or its successors

“DTC Letter of Representations” means the Blanket Letter of Representations from the Issuer to DTC dated December 14, 2018.

“DTC Participant” means a member of, or participant in, DTC as provided in the rules and regulations of DTC.

“Electing Manager” means the manager or advisor of a RIC which is the Beneficial Owner and which has elected under Section 8.04 of Revenue Procedure 2003-84 to be responsible for collecting, retaining and providing the information as required thereunder.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Distribution Date” means December 25, 2023.

“Fiscal Year” means the fiscal year of the Class B Arrangement for financial accounting purposes and for federal, state and local income tax purposes or such shorter period for which income tax returns must be prepared. Such Fiscal Year shall be the calendar year, unless a different Fiscal Year is required by Section 706(b) of the Code.

“Holder” or “Certificateholder” means the Person in whose name a Certificate is registered as set forth in the Register, which for all book-entry Certificates initially shall be Cede & Co.

“Indemnification Agreement” means the Indemnification Agreement between the Sponsor, as indemnitor, and the Issuer, on behalf of itself and the Issuer Indemnified Parties.

“Initial Purchaser” means Jefferies LLC.

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“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Letter” means an investor letter required pursuant to Section 2.06(c) and in the form attached hereto as Exhibit C.

“IRS” means the Internal Revenue Service.

“Issuer” means Public Finance Authority, a joint powers commission and a unit of government and body corporate and politic organized and existing under the laws of the State of Wisconsin, including any successors thereto.

“Issuer Documents” means this Trust Agreement, the Portfolio Purchase Agreement, the Certificate Purchase Agreement, the Administration Agreement, the Indemnification Agreement, the Resolution and any other agreement, certificate, contract, or instrument to be executed by the Issuer in connection with the issuance of the Certificates.

“Issuer Indemnified Party” or “Issuer Indemnified Parties” means, individually or collectively, as applicable, (i) the Issuer Sponsors, (ii) the Members, and (iii) each and all of the Issuer’s, the Issuer Sponsors’ and the Members’ respective past, present and future directors, board members, governing members, trustees, commissioners, elected or appointed officials, officers, employees, Authorized Signatories, attorneys, contractors, subcontractors, agents and advisers (including, without limitation, counsel and financial advisers), and each of their respective heirs, successors and assigns.

“Issuer Sponsor” means the National League of Cities, the National Association of Counties, the Wisconsin Counties Association, the League of Wisconsin Municipalities and any other Person identified by the Issuer as an organization sponsoring the Issuer.

“Issuer Unassigned Rights” means the rights of the Issuer expressly granted to the Issuer in this Trust Agreement and the other Issuer Documents to (a) inspect books and records, (b) give or receive notices, approvals, consents, requests, and other communications, (c) receive payment or reimbursement for costs and expenses, (d) receive payment of any fees, including attorneys’ fees, it is owed, (e) the benefit of all provisions providing the Issuer immunity from and limitation of liability, (f) indemnification from liability by the Sponsor, and (g) enforce, in its own name and on its own behalf, those provisions hereof and of any other document, instrument or agreement entered into with respect to the Certificates that provides generally for the enumerated rights or any similar rights of the Issuer or any Issuer Indemnified Party. For avoidance of doubt, the “Issuer Unassigned Rights” referenced in clauses (e), (f) and (g), above, shall include (but not be limited to) the rights of the Issuer Indemnified Parties to exculpation from liability and indemnification as provided in the Issuer Documents and the right of any such Issuer Indemnified Party to enforce such rights in his, her or its own name.

“Joint Exercise Agreement” has the meaning given in the Recitals.

“Loss” has the meaning included in the definition of “Profits” below.

“Majority B-1 Owners” means the Holders who own a majority of the voting rights of the Class B-1 Certificates as determined as set forth in Section 3.06.

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“Majority Owners” means the Holders who own a majority of the voting rights of the Certificates as determined as set forth in Section 3.06.

“Mandatory Tender” means the mandatory tender for purchase of Class B-1 Certificates pursuant to Section 4.03.

“Mandatory Tender Date” means the date on which Class B-1 Certificates are subject to Mandatory Tender.

“Maturity Date” has the meaning set forth in Section 9.02(a).

“Members” means the parties to the Joint Exercise Agreement and any political subdivision that has been designated in the past, or from time to time in the future is designated, as a member of the Issuer pursuant to the Joint Exercise Agreement.

“Monthly Closing Election” has the meaning set forth in Section 7.02(a)(i).

“Note” or “Notes” means the notes, promissory notes, or other securities evidencing the Bonds and bonds underlying the Portfolio Assets.

“Notice Party” and “Notice Parties” means the Issuer, the Trustee, the Administrator and the Holders.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for the Issuer, the Administrator, a Holder, a Beneficial Owner or the Trustee, which opinion is reasonably acceptable in form and substance to the Issuer.

“Permitted Investments” means any one or more of the following dollar-denominated investments which are exempt from federal income taxation: (i) commercial paper having a rating of no less than “A-1+”/“P-1” by S&P Global Ratings or Moody’s Investors Service, and (ii) money market funds having a rating of no less than “A-1+” by S&P Global Ratings.

“Person” means any individual, partnership, joint venture, corporation, trust, limited liability company, or unincorporated association, any other entity and any government or any department or agency thereof, whether acting in an individual, fiduciary or other capacity.

“PFA Certificates Data Room” means the web site which contains the offering documents for the Portfolio Assets and other related documents.

“Portfolio Asset Interest” means that portion of any Portfolio Asset Payment designated or attributable to Note interest pursuant to the terms of the related Portfolio Asset, whether received as scheduled, upon sale of a Portfolio Asset or otherwise.

“Portfolio Asset Payments” means all payments received by the Trustee pursuant to the Portfolio Assets, including payment of Portfolio Asset Principal, Portfolio Asset Interest and Portfolio Asset Premium, if any.

“Portfolio Asset Payment Date” means the fifteenth (15th) day of each calendar month.

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“Portfolio Asset Premium” means the amount of premium paid or payable under a Portfolio Asset, either received on a Note or otherwise, exclusive of Yield Maintenance.

“Portfolio Asset Principal” means that portion of any Portfolio Asset Payment designated or attributable to Note principal pursuant to the terms of the related Portfolio Asset, whether received as scheduled, upon sale of a Portfolio Asset or otherwise.

“Portfolio Assets” means the securities which the Sellers have sold and transferred (or caused to be sold and transferred) to the Issuer as set forth on Schedule I.

“Portfolio Purchase Agreement” means the Portfolio Purchase Agreement between the Issuer, the Sponsor and the Sellers dated and effective as of the Closing Date, related to the Portfolio Assets.

“Profits” and “Losses” means, for each Fiscal Year or other period, an amount equal to the Class B Arrangement’s taxable income or loss for such Fiscal Year or period determined by the Administrator in accordance with Section 703(a) of the Code, which, for this purpose, shall include all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code, with the following adjustments:

“Project” means a multi-family affordable housing property financed by a Bond.

“Purchase Price” shall have the meaning set forth in Section 4.03(c).

“Record Date” means, for each Distribution Date, the close of business on the Business Day preceding each Accrual Period.

“Register” means the registration books maintained by the Trustee pursuant to Section 3.02.;

“Regulations” or “Treasury Regulations” means the Treasury Regulations promulgated under the Code.

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“Regulatory Allocations” shall have the meaning set forth in Section 8.02(f).

“Resolution” means resolution number 23-37A of the Board of Directors of the Issuer adopted on July 19, 2023, authorizing the issuance, execution and delivery of the Certificates.

“RIC” means an investment company registered under the Investment Company Act.

“Securities Act” means the Securities Act of 1933, as amended.

“Sellers” means ATAX TEBS II, LLC, ATAX TEBS III, LLC, and ATAX TEBS IV, LLC,

“Sponsor” means Greystone Housing Impact Investors LP.

“Termination Date” means the date on which the Trustee distributes the final amounts due with respect to the Portfolio Assets or the date determined as set forth in Section 9.03.

“Termination Event” has the meaning set forth in Section 9.02.

“Trust” means the trust created and evidenced by this Trust Agreement.

“Trust Agreement” means this Trust Agreement.

“Trust Documents” means this Trust Agreement, the Certificates, the Certificate Purchase Agreement, the Portfolio Purchase Agreement, the Administration Agreement, closing certificates, account agreements and other documents, agreements, instruments and certificates relating to any of the foregoing.

“Trust Estate” has the meaning set forth in granting clauses hereto.

“Trustee” means Wilmington Trust, National Association, not in its individual capacity but acting solely in its capacity as trustee hereunder, including its successors in interest.

“Trustee Fee” means the annual fee payable to the Trustee, in an amount equal to 0.03% of the outstanding aggregate principal balance of the Portfolio Assets.

“Yield Maintenance” means any yield maintenance payment, prepayment premium or other amount paid by an obligor in connection with the prepayment of an underlying Note or the redemption of the related Bond in excess of the unpaid balance of the Note.

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Except as otherwise provided herein, so long as any Certificates are registered in the name of DTC or its nominee, the Issuer and the Trustee may treat DTC as, and deem DTC to be, the absolute owner of such Certificates for all purposes whatsoever, including, without limitation, the payment of Distributions to Holders of the Certificates, the delivery or receipt of notices of payment and other matters with respect to the Certificates and the selection of Certificates for payment.

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The Administrative Fees comply with Section 7.02(b)(ii). Furthermore, for purposes of this subsection (b)(ii), the costs of collecting, managing, computing and supplying the information required under Revenue Procedure 2003-84 to be provided to the IRS and to the Beneficial Owners shall not be taken into account.

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[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed this Trust Agreement.

PUBLIC FINANCE AUTHORITY, as Issuer

By: /s/ Ann Marie Austin

Name: Ann Marie Austin

Title: Assistant Secretary

[Signature Page to PFA 2023-1 AHC Trust Agreement]

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WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee

By: /s/ Dennis Malabunga

Name: Dennis Malabunga

Title: Assistant Vice President

[Signature Page to PFA 2023-1 AHC Trust Agreement]

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EXHIBIT A

FORM OF CERTIFICATE

THIS CERTIFICATE HAS BEEN AUTHORIZED AND ISSUED PURSUANT TO THE LAWS OF THE STATE OF WISCONSIN, INCLUDING PARTICULARLY SECTION 66.0304 OF THE WISCONSIN STATUTES, AS AMENDED. THIS CERTIFICATE IS ISSUED UNDER SECTION 66.0304 AND SHALL NOT BE INVALID FOR ANY IRREGULARITY OR DEFECT IN THE PROCEEDINGS FOR ITS SALE OR ISSUANCE.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A, OR IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF THE SECURITIES ACT, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

THE HOLDER HEREOF, BY ITS PURCHASE OF THIS CERTIFICATE, SHALL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT, AND FOR SO LONG as it holds any beneficial interest in THIS Certificate THAT IT will not be (x) (I) anY “employee benefit plan” as defined in and subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) any “plan” as defined in and subject to Section 4975 of the Code, or (iii) any entity any of the assets of which are (or are deemed for purposes of ERISA or Section 4975 of the Code to be) “plan assets” (within the meaning of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA, or otherwise) of any such “employee benefit plan” or “plan”, (y) a governmental, church or foreign plan that is subject to any federal, state, local or foreign laws that are substantially similar to Title I of ERISA or Section 4975 of the Code (“Similar Law”), or (z) an entity any of the assets of which are (or are deemed for purposes of Similar Law to be) plan assets of any such governmental, church or foreign plan.

THIS CERTIFICATE IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 55 WATER STREET, NEW YORK, NEW YORK 10004, OR A NOMINEE THEREOF. THIS CERTIFICATE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO

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TRANSFER OF THIS CERTIFICATE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR THE TRUSTEE, AS REGISTRAR, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER, CEDE & CO., HAS AN INTEREST HEREIN.

PUBLIC FINANCE AUTHORITY

AFFORDABLE HOUSING MULTIFAMILY CERTIFICATES SERIES 2023-1
CLASS B-[1][2]

Evidencing an interest in the Portfolio Assets owned by the Issuer and held by the Trustee, including the Portfolio Asset Payments (as defined in the Trust Agreement) and certain other amounts as set forth in the Trust Agreement.

Issue Date: [________, 2023] Certificate Balance: $____________

CUSIP No.: ____________ First Distribution Date: December 25, 2023

Certificate No.: B-[1][2]-1 Final Scheduled Distribution Date: July 25, 2034

Registered Owner: Cede & Co. Trustee: Wilmington Trust, National Association

PAYMENT OF DISTRIBUTIONS ON THIS CERTIFICATE IS A SPECIAL LIMITED OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE TRUST ESTATE (AS DEFINED IN THE TRUST AGREEMENT) AND, EXCEPT FROM SUCH SOURCE, NONE OF THE ISSUER, ANY MEMBER (AS DEFINED IN THE TRUST AGREEMENT), ANY ISSUER SPONSOR (AS DEFINED IN THE TRUST AGREEMENT), ANY ISSUER INDEMNIFIED PARTY (AS DEFINED IN THE TRUST AGREEMENT), THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THIS CERTIFICATE SHALL BE OBLIGATED FOR THE PAYMENT OF DISTRIBUTIONS ON THIS CERTIFICATE OR ANY COSTS INCIDENTAL THERETO, EXCEPT AS PROVIDED IN THE TRUST AGREEMENT AND TO THE EXTENT OF THE TRUST ESTATE. THIS CERTIFICATE IS NOT A DEBT OF THE STATE OF WISCONSIN OR ANY MEMBER AND DOES NOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE, IN ANY MANNER, ANY MEMBER, THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THIS CERTIFICATE TO LEVY ANY TAX OR TO MAKE ANY APPROPRIATION FOR THE PAYMENT OF THE DISTRIBUTIONS ON THIS CERTIFICATE OR ANY COSTS INCIDENTAL THERETO. NEITHER THE

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FAITH AND CREDIT NOR THE TAXING POWER OF ANY MEMBER, THE STATE OF WISCONSIN OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF OR ANY POLITICAL SUBDIVISION APPROVING THE ISSUANCE OF THIS CERTIFICATE, NOR THE FAITH AND CREDIT OF THE ISSUER, ANY ISSUER SPONSOR OR ANY ISSUER INDEMNIFIED PARTY, SHALL BE PLEDGED TO THE PAYMENT OF THE DISTRIBUTIONS ON THIS CERTIFICATE OR ANY COSTS INCIDENTAL THERETO. THE ISSUER HAS NO TAXING POWER.

NO RECOURSE SHALL BE HAD FOR THE PAYMENT OF DISTRIBUTIONS ON THIS CERTIFICATE AGAINST ANY ISSUER INDEMNIFIED PARTY, UNDER ANY RULE OF LAW OR EQUITY, STATUTE, OR CONSTITUTION OR BY THE ENFORCEMENT OF ANY ASSESSMENT OR PENALTY OR OTHERWISE, AND ALL SUCH LIABILITY OF ANY SUCH ISSUER INDEMNIFIED PARTY, IS HEREBY EXPRESSLY WAIVED AND RELEASED AS A CONDITION OF AND CONSIDERATION FOR THE EXECUTION AND ISSUANCE OF THIS CERTIFICATE.

This certifies that the Registered Owner named above (the “Holder”) is the owner of an equity interest in the Portfolio Assets, as set forth and subject to the conditions in that Trust Agreement dated November 1, 2023 (the “Trust Agreement”) between Public Finance Authority, as Issuer, and Wilmington Trust, National Association, not individually but solely as Trustee (together with its successors and assigns, the “Trustee”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Trust Agreement.

Pursuant to the terms of the Resolution and Trust Agreement, Portfolio Asset Payments, revenues, receipts and other payments of any kind whatsoever received in respect of or relating to the Portfolio Assets will be distributed to the Holders of the Certificates as of the applicable Record Date on each applicable Distribution Date or Disposition Date after payment of certain fees, as more fully described in the Trust Agreement.

All Distributions with respect hereto will be made in accordance with the Trust Agreement, subject to the rules and regulations of DTC.

Any distribution to the Holder of this Certificate in reduction of the Certificate Balance stated above is binding on such Holder and all future holders of this Certificate and any Certificate issued in connection with the transfer or exchange of this Certificate or in lieu hereof, whether or not notation of such distribution is made upon this Certificate.

The Certificates are limited in right of distribution to certain collections and recoveries relating to the Portfolio Assets, all as more specifically set forth in the Trust Agreement.

Pursuant to the Trust Agreement, subject to certain conditions set forth therein, the Certificate Balance of Certificates is subject to payment, in whole or in part, on Distribution Dates and at other times as set forth in the Trust Agreement and as specified in a notice given to the Holders by the Trustee.

The Certificates are subject to mandatory tender as set forth in the Trust Agreement.

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As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate for registration of transfer at the offices of the Trustee accompanied by a written instrument of transfer in form satisfactory to the Trustee and duly executed by the Holder hereof, or his attorney duly authorized in writing, and thereupon one or more new Certificates in Authorized Denomination of a like Class and Certificate Balance will be issued to the designated transferee or transferees.

No service charge will be imposed for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates.

This Certificate is one of a duly authorized issue of Certificates by the Issuer. Unless authenticated by the Trustee, this Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose.

The Holder, by its acceptance of this Certificate, agrees that it will look solely to the Trust Estate for Distributions and that the Issuer, the Trustee and the Administrator are not liable to the Holder hereof or any other Holder of any Certificate for any amount distributable under this Certificate or the Trust Agreement, except as expressly provided in the Trust Agreement.

The Trust Agreement is governed by and construed, and the obligations, rights and remedies of the parties shall be determined, in accordance with the laws of the State of Wisconsin (excluding conflict of law rules).

This Certificate does not purport to summarize the Trust Agreement and reference is made to the Trust Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced thereby and the rights, duties and immunities of the Issuer, the Trustee, the Holders and the Administrator.

This Certificate is subject to all the terms of the Trust Agreement, which describes the rights and obligation of each Holder and by which each Holder, by virtue of its acceptance of this Certificate or any Beneficial Interest therein, assents to and agrees to be bound.

THE TRUST AGREEMENT CONSTITUTES THE CONTRACT GOVERNING THE RIGHTS AND OBLIGATIONS OF THE ISSUER, THE TRUSTEE, THE ADMINISTRATOR, THE HOLDERS AND THE BENEFICIAL OWNERS. THIS CERTIFICATE IS ONLY EVIDENCE OF SUCH CONTRACT AND, AS SUCH, IS SUBJECT IN ALL RESPECTS TO THE TERMS OF THE TRUST AGREEMENT, WHICH SUPERSEDES ANY INCONSISTENT STATEMENTS IN THIS CERTIFICATE.

The recitals contained herein shall not be taken as statements of the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representation as to the validity or sufficiency of this Certificate, the Trust Agreement or the Portfolio Assets. This Certificate is being issued by the Issuer and authenticated and delivered by the Trustee solely in its capacity as Trustee under the Trust Agreement and not in its individual capacity. Amounts payable under this Certificate are payable solely from the Trust Estate.

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IN WITNESS WHEREOF, the Public Finance Authority has caused this Certificate to be signed in its name and on its behalf by the manual or facsimile signature of its Assistant Secretary.

PUBLIC FINANCE AUTHORITY

By:

Assistant Secretary

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CERTIFICATE OF AUTHENTICATION

Date of Authentication: , 2023

This is one of the Public Finance Authority Affordable Housing Multifamily Certificates Series 2023-1 Class B-[1][2] described in the within mentioned Trust Agreement.

WILMINGTON TRUST, NATIONAL ASSOCIATION, not individually but solely as Trustee

By:

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto

(Social Security or Federal Taxpayer Identification Number)

(Please print or typewrite Name and Address, including postal Zip Code of Assignee)

an equity interest in the Portfolio Assets evidenced by the within Certificate and hereby authorize(s) the registration of transfer of such interest to the above-named assignee on the Register of the Certificates.

I (we) further direct the issuance of a new Certificate of a like Authorized Denomination evidencing the same Certificate Balance to the above-named assignee and delivery of such Certificate to the following address:

Dated:

Signature by or on behalf of Assignor

Signature Guaranteed

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EXHIBIT B

FORM OF NOTICE TO THE HOLDERS

TO: ___________________

___________________

___________________

Attention: ___________________

RE: Public Finance Authority Affordable Housing Multifamily Certificates Series 2023-1 Class B-1 and Class B-2

The undersigned, a duly authorized officer of Wilmington Trust, National Association, as Trustee (the “Trustee”) under the Trust Agreement, dated as of [____1, 2023] (the “Trust Agreement”), with respect to the above-captioned Certificates (the “Certificates”), hereby notifies the addressee(s) hereof that (check applicable box(es)):

☐ 1. Pursuant to Section 5.02(a) of the Trust Agreement, the successor Administrator appointed by the Trustee at the direction of the Holder of the Class B-2 Certificates is _____. The date of the engagement of the successor Administrator is _____.

☐ 2. Pursuant to Section 9.01(a) of the Trust Agreement, the Termination Date shall be _____, and on such date Holders are required to surrender their Certificates to the Trustee to receive the final Distribution.

☐ 3. Pursuant to Sections 9.02[(b)][(c)] and 9.03(a) of the Trust Agreement, (i) a Termination Event as set forth in Section 9.02[(b)][(c)] of the Trust Agreement has occurred, (ii) the Termination Date shall be _____, (iii) the amount of such final payment shall be $_____, and (iv) the record date applicable to such Termination Date shall be _____.

☐ 4. Pursuant to Section 9.01(a) of the Trust Agreement, the Termination Date shall be, and on such date Holders are required to surrender their Certificates to the Trustee to receive the final Distribution.

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Any capitalized, but undefined, term used in this Notice is used as defined in the Trust Agreement.

Very truly yours,

WILMINGTON TRUST, NATIONALASSOCIATION, as Trustee

By:

Name:

Title:

Dated:

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EXHIBIT C

FORM OF INVESTOR LETTER

Public Finance Authority

Madison, Wisconsin

Jefferies LLC

New York, New York

Wilmington Trust, National Association, as Trustee

Baltimore, Maryland

Re: $________ Public Finance Authority

Affordable Housing Multifamily Certificates Series 2023-1 Class B-1

Ladies and Gentlemen:

The undersigned, on behalf of the purchaser named below as purchaser of that portion of the above-captioned Certificates (the “Class B-1 Certificates”) as set forth opposite his, her, or its signature hereto (the “Purchaser”), in connection with the sale of the Class B-1 Certificate to the Purchaser, hereby makes the following representations and warranties upon which you are authorized to rely:

1. The Purchaser has been informed that the Public Finance Authority (the “Issuer”) will not sell or permit any Class B-1 Certificates to be sold to the Purchaser unless the Purchaser makes the representations, warranties and covenants herein and authorizes the Issuer and Wilmington Trust, National Association, as Trustee (the “Trustee”) to rely thereon and such representations, warranties and covenants are made by the Purchaser as an inducement to the sale of the Class B-1 Certificates to the Purchaser.

2. The Purchaser understands that the Class B-1 Certificates have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and will be sold to the Purchaser in reliance upon certain exemptions from registration and in reliance upon the representations and warranties of the Purchaser as set forth herein. Capitalized terms used herein shall have the meanings given to them in the Trust Agreement dated as of __________, 2023 (the “Trust Agreement”) between the Issuer and the Trustee relating to the Class B-1 Certificates.

3. The Purchaser is a “qualified institutional buyer” as defined in Rule 144A or an institutional “accredited investor” as that term is described in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

4. The Purchaser has sufficient knowledge and experience in business and financial matters in general, and the purchase of securities such as the Class B-1 Certificates in particular, and is capable of evaluating the merits and risks involved in a purchase of the Class B-1 Certificates. The Purchaser is able to bear the economic risk of, and an entire loss of, a purchase of the Class B-1 Certificates and understands that it may be required to bear the risks of an investment in the Class B-1 Certificates for an indefinite time, since any sale prior to maturity may not be possible.

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5. The Purchaser acknowledges that it has been provided a copy of the Limited Offering Memorandum dated [________], 2023, with respect to the Class B-1 Certificates, including the appendices thereto (the “Memorandum”), and that it has been given access to information, including a copy of the Trust Agreement, the documents relating to the offer and sale of the Portfolio Assets and reports on the performance of the Portfolio Assets prior to [________], 2023. The Purchaser has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Class B-1 Certificates and the security therefor. The Purchaser has received the information and answers requested so that the Purchaser has been able to make its decision to purchase the Class B-1 Certificates. The Purchaser acknowledges that it has not relied upon the Issuer for any information in connection with the Purchaser’s purchase of the Class B-1 Certificates.

6. The Purchaser acknowledges and understands that a purchase of the Class B-1 Certificates involves a high degree of risk regarding, among other things, the payment of distributions in respect of interest and principal on the Class B-1 Certificates. The Purchaser acknowledges that the Memorandum may not fully describe the rights and privileges of a holder of Class B-1 Certificates or fully disclose all of the additional risks associated with an investment in the Class B-1 Certificates. The Purchaser has made its own inquiry and analysis with respect to the Class B-1 Certificates and the security therefor, and other material factors affecting the Class B-1 Certificates.

7. The Purchaser has authority to purchase the Class B-1 Certificates and [the undersigned has the authority] to execute this letter and any other instruments and documents required to be executed by [or on behalf of] the Purchaser in connection with the purchase of the Class B-1 Certificates.

8. The Purchaser understands and acknowledges that (i) the Class B-1 Certificates are special limited obligations of the Issuer, and no taxes are required to be levied for the payment of Distributions or any costs incidental thereto; such Distribution and incidental costs being payable solely out of moneys to be received by the Issuer from distributions on the Portfolio Assets, (ii) the Issuer does not have the power to levy taxes for any purpose whatsoever, including for the payment of Distributions on the Class B-1 Certificates and (iii) under no circumstances shall the Class B-1 Certificates and the interest thereon be or become an indebtedness or obligation of the State of Wisconsin (the “State”), within the purview of any constitutional or statutory limitation or provision, or a charge against the credit of, or a pledge of the taxing power of, the State or any political subdivision thereof. The Purchaser also acknowledges that the Class B-1 Certificates do not represent general obligations of the Issuer, the State or any political subdivision or agency thereof. The Purchaser understands that the Class B-1 Certificates are not payable from taxes or any moneys provided by or to the Issuer, other than those described in the Trust Agreement.

9. The Purchaser acknowledges and understands that the Class B-1 Certificates (i) have not been and will not be registered or otherwise qualified for sale under the “blue sky” laws and regulations of any jurisdiction, (ii) will not be listed on any stock or other securities exchange, (iii) will carry no rating from any rating service, and (iv) will not be readily marketable.

10. The Purchaser is purchasing the Class B-1 Certificates solely for its own account for investment purposes and has no present intention to resell or distribute all or any portion of, or interest in, the Class B-1 Certificates; provided that the Purchaser reserves the right to transfer or dispose of the Class B-1 Certificates at any time, and from time to time, in its complete and sole discretion, subject, however, to the restrictions described in paragraph 11 of this letter.

11. If we are not acquiring the Certificates for our own account, we are a bank or an investment adviser registered under the Investment Advisers Act of 1940, as amended, buying Certificates for the account of another entity (the “Owner”), we would ourselves qualify hereunder to purchase Certificates, and we have the legal right and full discretionary authority to make investment decisions for the Owner and

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execute contracts and other documents regarding the purchase and sale of securities on behalf of the Owner. We have with full legal right and authority executed the Addendum B-1 in connection with our purchase of Certificates. We have not offered Certificates to others for acquisition, beneficially or otherwise; we are acquiring Certificates for our clients pursuant to legally binding discretionary authority. The Owner independently satisfies all requirements for ownership of Certificates as set forth in the Trust Agreement and this letter. Execution of this letter by the Purchaser shall be deemed execution of this letter by the Owner. All references herein to or representations herein by “Purchaser,” “we,” “us,” or the “undersigned” shall be deemed to apply equally to the Owner and us, except where expressly stated to the contrary

12. The Purchaser agrees that it will only offer, sell, pledge, transfer or exchange the Class B‑1 Certificates (or any legal or beneficial interest therein) in Authorized Denominations, and then only (i) to persons who meet the requirements set forth in paragraph 3 of this letter or (ii) in accordance with an applicable exemption from the registration requirements of Section 5 of the Securities Act and any applicable state securities laws.

13. Absent a change in law or written direction of a taxing authority, the Purchaser acknowledges and agrees that (i) it will treat the arrangement among the Certificateholders established pursuant to the Trust Agreement (the “Partnership”) as a partnership for federal income tax purposes and any other purpose that conforms to the federal income tax purposes (but for no other purpose), and (ii) that no election under Section 761 of the Code to exclude the arrangement established pursuant to the Trust Agreement from the application of all (or part) of the provisions of Subchapter K of Chapter 1 of the Code will be made. The Purchaser further consents to the making of a Monthly Closing Election under Revenue Procedure 2003-84. The Purchaser acknowledges that this election is binding on all present and future Holders of Class B-1 Certificates, Beneficial Owners of Class B-1 Certificates, and other persons treated as partners in the partnership established pursuant to the Trust Agreement for federal income tax purposes and each of their nominees (each, a “Partner”).

14. The Purchaser understands, and hereby acknowledges, that it has not acquired the Class B-1 Certificates, nor shall it sell, trade or transfer any interest in the Class B-1 Certificates, nor shall it cause any interest in the Class B-1 Certificates to be marketed, on or through either (A) an “established securities market” within the meaning of Section 7704(b)(1) of the Code (including an interdealer quotation system that regularly disseminates firm buy or sell quotations by identified brokers or dealers by electronic means or otherwise) or (B) a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704(b)(2) of the Code (including a market wherein interests in the Class B-1 Certificates are regularly quoted by any person or entity making a market in such interests and a market wherein any person or entity regularly makes available bid or offer quotes with respect to interests in the Class B-1 Certificates and stands ready to effect buy or sell transactions at the quoted prices for itself or on behalf of others).

15. The Purchaser understands, and hereby acknowledges, that it is properly classified as, and will remain classified as, a (A) “corporation” as described in Section 7701(a)(3) of the Code and is not, and will not become, an “S” corporation under Section 1361 of the Code or (B) partnership, grantor trust or “S” corporation (a “Pass-thru Owner”), and not more than 50% of the value of each and every beneficial owner’s interest in the Purchaser is, or at any time will be, attributable to the aggregate value of the Class B-1 Certificates held by such Pass-thru Owner (unless otherwise permitted pursuant to the Trust Agreement), and no purpose of the Purchaser’s purchase of the Class B-1 Certificates is to permit the Partnership to satisfy the 100 partner limitation described in Treasury Regulation Section 1.7704-1(h)(1)(ii). If there occurs any breach of the representation, warranty and agreement that the Purchaser will remain classified as described in clause (A) or (B) above, the Purchaser shall notify the Trustee promptly upon the Purchaser’s becoming aware of such breach, and thereupon the Purchaser will use its best efforts to cure such breach, including by procuring a replacement holder for the Class B-1 Certificates and causing the taking of all

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actions necessary to permit such replacement holder to succeed to all of the rights and obligations associated with the holding of such Class B-1 Certificates.

16. The Purchaser understands, and hereby agrees that it may not transfer its Class B-1 Certificates if such transfer could cause the number of Private Holders (as defined in the Trust Agreement) to exceed 100.

17. The Purchaser consents to the Partnership obtaining an employer identification number and authorizes the Trustee, the Tax Representative, and each of their accountants to obtain such number on behalf of the Partnership and to delegate such authority to its agents. The Purchaser hereby appoints the Trustee, the Tax Representative, and each of their accountants as its agent and attorney-in-fact for the purpose of obtaining such number. This appointment is coupled with an interest and is irrevocable. The Purchaser shall take any reasonably requested action necessary to codify, ratify or otherwise further this appointment.

18. The Purchaser consents to the Partnership filing an abbreviated Form 1065, “U.S. Return of Partnership Income,” as required by, and in the format outlined in section 8.01 of, Revenue Procedure 2003-84, and authorizes the Trustee, the Tax Representative, and each of their accountants to sign the abbreviated return, and each of them to delegate such authority to its agents. The Purchaser hereby appoints the Trustee, the Tax Representative, and each of their accountants as its agent and attorney-in-fact for the purpose of filing the abbreviated Form 1065. This appointment is coupled with an interest and is irrevocable. The Purchaser shall take any reasonably requested action necessary to codify, ratify or otherwise further this appointment.

19. The Purchaser hereby appoints the Tax Representative as its agent and attorney-in-fact for the purpose of acting on its behalf (but at its own expense) in complying with the obligations of Tax Representative for the Partnership in the remote event that the Purchaser becomes the tax matters partner (as defined in the Code) for the Partnership. The Purchaser shall take any reasonably requested action necessary to codify, ratify or otherwise further this appointment.

20. [Check and Complete One Subsection]

☐ The Purchaser is the manager or advisor for one or more regulated investment companies and agrees to collect, retain and provide to the IRS or the Trustee the information required to be collected, retained and provided to the IRS or the Trustee as required under section 8.04 of Revenue Procedure 2003-84. The Purchaser will (or will cause its agents to) notify the Administrator, on behalf of the Trustee, or the Tax Representative of (1) the names, CUSIP numbers or other identifying information, and amounts of Class B-1 Certificates that are owned or have been owned by any of or all of the regulated investment companies that the Purchaser manages or advises and (2) the name, address, taxpayer identification number, and contact information for the person from whom the IRS may request beneficial ownership information, (i) either (a) substantially contemporaneously with, or immediately following, the acquisition of any Class B-1 Certificate or (b) otherwise, at least quarterly and (ii) within 10 Business Days of a request for such information if the IRS has requested such information from the Trustee, the Issuer, the Administrator or the Tax Representative. The Purchaser understands that no particular format is required of such notice; provided, however, such notice must be in writing, by fax, e-mail, or other similar electronic communication medium and in a format reasonably satisfactory to the Trustee.

For purposes of any such notice the following is incorporated by reference:

The Manager’s name is: __________________________________________

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The Manager’s address is: _______________________________________

The Manager’s Employer Identification Number is:_____________________

The contact information for the person from whom the IRS may request beneficial ownership information is:____________________

☐ The Purchaser agrees to notify the Administrator, on behalf of the Trustee, or the Tax Representative of its beneficial ownership of a Class B-1 Certificate and provide the Administrator, on behalf of the Trustee, or the Tax Representative all information as required by section 8.04 of Revenue Procedure 2003-84. The Purchaser will (or will cause our agents to) notify the Administrator, on behalf of the Trustee, or the Tax Representative of (1) the names, CUSIP numbers or other identifying information, and amounts of Class B-1 Certificates that the Purchaser beneficially owns, (2) the Purchaser’s name, address, taxpayer identification number, and (3) the Purchaser’s nominee’s name, address, taxpayer identification number substantially contemporaneously with, or immediately following, the acquisition of any Class B-1 Certificate. The Purchaser understands that no particular format is required of such notice; provided, however, such notice must be in writing, by fax, e-mail, or other similar electronic communication medium and in a format reasonably satisfactory to the Trustee.

If the Purchaser is not the beneficial owner of a Class B-1 Certificate, the Purchaser agrees to cause the beneficial owner to provide the Tax Representative on behalf of the Partnership, the information requested in the paragraph above.

For purposes of any such notice the following is incorporated by reference:

The Purchaser’s name is:__________________________________________

The Purchaser’s address is:__________________________________________

The Purchaser’s taxpayer identification number is:_____________________________

The Purchaser’s nominee’s name is:________________________________________

The Purchaser’s nominee’s address is:______________________________________

The Purchaser’s nominee’s taxpayer identification number is:______________________

21. No party other than the addressees hereto and their affiliated persons (including, without limitation, all persons affiliated with the Issuer which are Issuer Indemnified Persons pursuant to the Trust Agreement) is entitled to rely on the representations and acknowledgements contained in this letter. Without limiting the generality of the foregoing, nothing in this letter will be deemed to relieve any party of its obligations under any federal or state securities laws.

22. The Purchaser agrees to indemnify and hold harmless the Issuer and each Issuer Indemnified Person with respect to any claim asserted against the Issuer or any such Issuer Indemnified Person that is based upon Purchaser’s breach of any representation, warranty or agreement made by it herein, other than any claim that is based upon the willful misconduct of the Person seeking indemnification.

Principal Amount: $

Sincerely,

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ADDENDUM B-1 TO INVESTOR LETTER

IF THE PURCHASER IS A BANK OR REGISTERED INVESTMENT ADVISER NOT PURCHASING FOR ITS OWN ACCOUNT, THEN BASED UPON THE PURCHASER’S OWN INDEPENDENT INVESTIGATION AND VERIFICATION, THE PURCHASER REPRESENTS AND WARRANTS THAT:

1. The Owner is a “qualified institutional buyer” as defined in Rule 144A or an institutional “accredited investor” as that term is described in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act.

2. In all cases the Owner:

(a) was not formed for the purpose of investing in Certificates;

(b) is not a “benefit plan investor” (as defined in Section 3(42) of ERISA), or a governmental or church plan subject to any law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code;

(c) is purchasing Certificates, beneficially or otherwise, only for its own account for purposes of investment and not with a view to any public resale or distribution thereof;

(d) is not a partnership, grantor trust, or S corporation where (i) substantially all of the value of the interest of a person owning an interest in the Owner is attributable to Owner’s interest in Certificates or (ii) a principal purpose of the use of the tiered arrangement is to permit the trust arrangement to satisfy the 100-person limitation of Treasury Reg. § 1.7704 1(h)(1)(ii); and

(e) has a client/investment advisor relationship with the Purchaser that predates any offer or acquisition of Certificates by at least six (6) months,

3. By and on behalf of the Owner, and for the part of the Owner, all representations and warranties of the Purchaser elsewhere in this letter are incorporated and repeated herein as if stated directly by the Owner.

4. The Purchaser is acting with full discretionary authority to make legally binding investment commitments for the Owner. If the bank or adviser is so acting, the acquisition for which this letter is submitted is for only one Owner.

Sincerely,

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