Form of Beneficial Unit Certificate of the Partnership

Certificate No.

CUSIP 02364V 10 7

 

 

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

BENEFICIAL UNIT CERTIFICATE

THIS CERTIFICATES THAT ____________________________________________________ is the registered owner of __________ Beneficial Unit Certificates evidencing an assignment of a portion of the limited partner interest held by America First Fiduciary Corporation Number Five (the “Initial Limited Partner”) in America First Multifamily Investors, L.P., a Delaware limited partnership (the “Partnership”), and holds the same subject to the terms of an Agreement of Limited Partnership, dated October 1, 1998, by and between America First Capital Associates Limited Partnership Two (the “General Partner”) and the Initial Limited Partner, as it may be amended from time to time (the “Partnership Agreement”).  Such Beneficial Unit Certificates are transferable on the books of the Partnership, subject to the limitations in the Partnership Agreement, by the holder hereof in person or by duly authorized attorney, on surrender of this certificate properly endorsed.  All capitalized terms not otherwise defined herein have the meaning set forth in the Partnership Agreement.

IN WITNESS WHEREOF, the Initial Limited Partner has caused this instrument to be duly executed.

Dated: ____________________, 20____

	AMERICA FIRST FIDUCIARY CORPORATION NUMBER FIVE, Initial Limited Partner
	By
		Lisa Y. Roskens, President
	By
		Mark A. Hiatt, Secretary
	American Stock Transfer & Trust Company,
	Transfer Agent

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	as tenants in common	UNIF GIFT MIN ACT- Custodian (Cust) (Minor)
TEN ENT -	as tenants by the entireties	under Uniform Gifts to Minors Act (State)
JT TEN -	as joint tenants with right of survivorship and not as tenants in common

Additional abbreviations may also be used though not in the above list.

For Value Received, ____________________ hereby sell, assign and transfer unto

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE)

the Beneficial Unit Certificates evidenced hereby in America First Multifamily Investors, L.P., and do hereby irrevocably constitute and appoint ______________________________ to transfer the said Beneficial Unit Certificates on the books of the Partnership with full power of substitution in the premises.

NOTICE:  The signature(s) to

this assignment must correspond

with the name as written upon

the face of the Certificate in

every particular, without

alteration or enlargement or

any change whatever.

In the presence of:

X			Dated:
	Witness
X			Dated:
	Witness