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73495160v3 <br /> <br /> <br /> <br />EXHIBIT B <br />FORM OF INVESTOR LETTER <br /> <br />[Date] <br /> <br />City of Little Canada <br />515 Lake Canada Road East <br />Little Canada, Minnesota 55117 <br /> <br /> <br />Re: CITY OF LITTLE CANADA, MINNESOTA MULTI-FAMILY HOUSING <br /> REVENUE NOTE, SERIES 2022 (TWIN LAKE APARTMENTS PROJECT) <br /> <br />The undersigned, as holder (the “Noteowner”) of the above-referenced Governmental Note issued <br />pursuant to the Funding Loan Agreement dated as of June 1, 2022 (the “Funding Loan Agreement”) <br />between the City of Little Canada, Minnesota (the “Governmental Lender”) and Allianz Life Insurance <br />Company of North America, as Funding Lender (the “Funding Lender”), hereby represents that: <br /> <br />1. The Noteowner acknowledges that to its knowledge it has either been supplied with or been <br />given access to information, including financial statements and other financial information, to which a <br />reasonable investor would attach significance in making investment decisions, and the Noteowner has had <br />the opportunity to ask questions and receive answers from knowledgeable individuals concerning the <br />Borrower, the Project Facilities and the Governmental Note and the security therefor so that, as a reasonable <br />investor, the Noteowner has been able to make its decision make the Funding Loan to the Governmental <br />Note. <br /> <br />2. The Noteowner has made its own inquiry and analysis with respect to the Governmental <br />Note and the security therefor, and other material factors affecting the security and payment of the <br />Governmental Note. The Noteowner is aware that the business of the Borrower involves certain economic <br />variables and risks that could adversely affect the security for the Governmental Note. <br /> <br />3. The Noteowner is an Approved Transferee. <br /> <br />4. Any disposition by the Noteowner at this time of all or any part of the Governmental Note <br />shall be only to an institution or entity that is an Approved Transferee or that Noteowner reasonably believes <br />is an Approved Transferee (or otherwise in accordance with the terms of paragraph 9 of this letter); <br />provided, however, the Noteowner reserves the right to deposit such Governmental Note into a trust or <br />custodial arrangement in which all of the beneficial ownership interests would be owned by one or more <br />other Approved Transferees; it being understood and agreed that, under such circumstances, each such <br />beneficial owner, in connection with its acquisition of an interest in such arrangement, would be required <br />to represent to the relevant Noteowner or custodian that it was acquiring such interest for its own account <br />and for investment purposes, and not with a present view to or for resale. <br /> <br />5. The Noteowner understands that (a) the Governmental Note are not secured by any pledge <br />of any moneys received or to be received from taxation by the State of Minnesota or any political <br />subdivision thereof and that the Governmental Lender has no taxing power, (b) the Governmental Note do <br />not and will not represent or constitute a general obligation or a pledge of the faith and credit of the <br />Governmental Lender, the State of Minnesota or any political subdivision thereof; and (c) the liability of